Exhibit 10.23

                                AGREEMENT


     THIS AGREEMENT (hereinafter "the Agreement" or "this Agreement"), 
dated as of February 19, 1997 by and between INTERNATIONAL MULTIFOODS 
CORPORATION, a Delaware corporation ("Multifoods"), and DEVENDRA 
MISHRA, an employee of Multifoods, residing in the State of Colorado 
("Mishra").

     WITNESSETH THAT:

     WHEREAS, Mishra is an employee of Multifoods; and

     WHEREAS, Multifoods and Mishra have agreed that Mishra's 
employment with Multifoods shall terminate effective on April 30, 1997.

     NOW, THEREFORE, in consideration of the preceding recitals and of 
the mutual covenants and agreements hereinafter set forth, Multifoods 
and Mishra agree as follows:

1.     Termination Date.

     Mishra's employment with Multifoods shall terminate effective on 
April 30, 1997 (the "Termination Date").  Notwithstanding the 
Termination Date, the employment relationship between Multifoods and 
Mishra prior to the Termination Date shall be at the will of the 
parties.  

2.     Termination Allowance and Waiver of Restriction on Restricted 
Common Stock.  

     A.     Multifoods shall pay Mishra, by check, on the Termination 
Date, an amount equal to $137,500, in a lump sum, less all applicable 
federal, state and local withholding taxes (the "Termination 
Allowance").  The Termination Allowance payable to Mishra under this 
Agreement is in lieu of any other amounts which may be payable to 
Mishra for severance pay under any prior oral or written agreement 
between Multifoods and Mishra.  All tax liability, with respect to the 
Termination Allowance paid to Mishra under this Agreement (other than 
employer withholding and employer payroll taxes) shall be Mishra's sole 
responsibility.  

     B.     Mishra was awarded and granted (i) 6,000 shares of 
restricted Common Stock, par value $0.10 per share, of Multifoods on 
September 15, 1994 ("1994 Restricted Common Stock"), under and pursuant 
to that certain Restricted Stock Award Agreement, dated as of September 
15, 1994 between Multifoods and Mishra ("1994 Restricted Stock Award 
Agreement"); and (ii) 13,260 shares of restricted Common Stock, par 
value $0.10 per share, of Multifoods on September 15, 1995 ("1995 
Restricted Common Stock"), under and pursuant to that certain 
Restricted Stock Award Agreement, dated as of September 15, 1995 
between Multifoods and Mishra ("1995 Restricted Stock Award 
Agreement"); by the Compensation Committee of the Board of Directors of 
Multifoods (the "Compensation Committee").  Under the 1994 Restricted 
Stock Award Agreement, the 1994 Restricted Common Stock will vest in 
Mishra on September 15, 1997, and under the 1995 Restricted Stock Award 
Agreement, the 1995 Restricted Common Stock will vest in Mishra on 
September 15, 1997 if Mishra is an employee of Multifoods on such date.  
(Pursuant to the 1995 Restricted Stock Award Agreement, Mishra elected, 
in writing, to defer the vesting date of the 1995 Restricted Common 
Stock for one year from September 15, 1996 to September 15, 1997.)  If 
Mishra's employment were to terminate prior to September 15, 1997, 
Mishra would forfeit the 1994 Restricted Common Stock and the 1995 
Restricted Common Stock.  As part of the consideration for this 
Agreement, the Compensation Committee has, pursuant to special action 
of the Compensation Committee, waived the vesting requirements on the 
1994 Restricted Common Stock and the 1995 Restricted Common Stock, so 
that such shares, 6000 and 13,260 , respectively, will vest on the 
earlier to occur of (i) April 30, 1997 or (ii) the last date of 
Mishra's employment with Multifoods provided that the rescission period 
described in Section 3.D. below has expired (the "Waiver of Restriction 
on the Restricted Common Stock"), and further provided that Mishra has 
not rescinded or revoked this Agreement, including the Release (as 
defined below), in which case all of the 1994 Restricted Common Stock 
and all of the 1995 Restricted Common Stock, and all of the rights 
relating thereto, including the payment of accrued dividends, will be 
forfeited immediately as of the date of such rescission.

                          RELEASE AGREEMENT

3.     Release.

     A.     In consideration of the Termination Allowance payable by 
Multifoods to Mishra set forth and described in Section 2 of this 
Agreement, the Waiver of Restriction on the Restricted Common Stock, 
the agreements of Multifoods set forth in that certain letter, dated 
January 3, 1997, to Mishra from R.F. Maddocks, Executive Vice President 
of Multifoods, attached hereto as Exhibit A (the "Letter Agreement"), 
and other good and valuable consideration, Mishra hereby releases and 
discharges Multifoods and its subsidiaries and affiliates, and the 
directors, officers, employees, agents and insurers of each 
(collectively, the "Released Parties"), from all causes of action, 
claims, demands, debts, contracts and agreements to which Mishra or his 
heirs, executors, administrators, legal representatives, successors or 
assigns and beneficiaries have or may have in connection with Mishra's 
employment with and termination of employment from Multifoods, for all 
time to the date of this Agreement, except for: (i) this Agreement and 
the Termination Allowance payable to Mishra under the terms of this 
Agreement; (ii) any indemnification right to which Mishra is entitled 
by reason of his employment by Multifoods, under (A) the Restated 
Certificate of Incorporation, as amended, of Multifoods, (B) the Bylaws 
of Multifoods, and/or (C) any policy of insurance issued to Multifoods 
under which Mishra is an insured and entitled to coverage; (iii) any 
right that Mishra has as a result of his participation in any health 
and welfare and pension benefit plans of Multifoods to which Mishra is 
entitled by reason of his employment by Multifoods under the terms and 
conditions set forth in such plans as of the date of this Agreement; 
and (iv) the 1994 Restricted Stock Award Agreement and the 1995 
Restricted Stock Award Agreement, as modified by the Waiver of 
Restriction on the Restricted Common Stock, and any Non-Qualified Stock 
Option Agreements between Multifoods and Mishra, under the terms and 
conditions set forth in such Restricted Stock Award Agreements and Non-
Qualified Stock Option Agreement (the foregoing hereinafter called the 
"Release").  

     B.     Except as specifically provided in Paragraph A of this 
Section 3, the Release applies to any action, claim, demand, debt, 
contract and agreement that Mishra has or may have as of the date of 
this Agreement including, without limitation, any and all claims 
relating to Mishra's employment with and termination of employment from 
Multifoods including, but not limited to, breach of contract claims; 
claims alleging violation of the Fair Labor Standards Act; the Age 
Discrimination In Employment Act, as amended; Title VII of the Civil 
Rights Act of 1964, as amended; the Civil Rights Act of 1866; the 
National Labor Relations Act; the Americans With Disabilities Act; the 
Employee Retirement Income Security Act; and/or any other federal, 
state or local statute, law, ordinance, regulation, order or principle 
of common law.

     C.     Mishra acknowledges and agrees that Multifoods' agreement 
to pay the Termination Allowance, Multifoods' agreements set forth in 
the Letter Agreement, and the Waiver of Restriction on the Restricted 
Common Stock, do not constitute an admission that Multifoods or any of 
the other Released Parties has engaged in any wrongful conduct towards 
Mishra, has acted in any way to cause injury to Mishra, or is 
responsible or legally obligated to Mishra in any way, except as 
specifically provided in this Agreement.  

     D.     Mishra acknowledges that he has been advised and that he 
understands, that he has fifteen (15) days from the date that he signs 
this Agreement to rescind this Agreement in its entirety, if he 
notifies Multifoods, in writing, at Multifoods Tower, Box 2942, 33 
South Sixth Street, Minneapolis 55402, Attention: Frank W. Bonvino, 
Vice President, General Counsel and Secretary of Multifoods, of his 
decision to rescind this Agreement.  Mishra also understands that if he 
rescinds this Agreement, he shall forfeit the Termination Allowance, 
and the agreements of Multifoods set forth in the Letter Agreement and 
the Waiver of Restriction on the Restricted Common Stock shall 
terminate and be canceled.  Mishra further acknowledges and understands 
that to be effective, his notice of rescission must be in writing and 
must be delivered to the address stated above either by hand or by mail 
within the fifteen (15) day period. If delivered by mail, the 
rescission must be: (1) postmarked within the fifteen (15) day period; 
(2) properly addressed to Multifoods; and (3) sent by certified mail, 
return receipt requested.

     E.     Mishra represents that he has read this Agreement and 
understands all of the terms and conditions contained in this 
Agreement, and that he has been encouraged by Multifoods to discuss 
this Agreement with an attorney-at-law of his choice.  Mishra's manual 
signature on this Agreement, set forth below in the signature block, 
constitutes Mishra's acknowledgment that he understands the effect of 
this Agreement, and that he has signed this Agreement KNOWINGLY AND 
VOLUNTARILY, and that he has not relied on any representations, 
statements or explanations made by Multifoods or any of the Released 
Parties or their attorneys.


                                 NOTE

             MULTIFOODS HEREBY ADVISES MISHRA TO CONSULT WITH 
               AN ATTORNEY-AT-LAW OF MISHRA'S CHOICE BEFORE 
                 MISHRA SIGNS AND DELIVERS THIS AGREEMENT.


4.     Multifoods' Representation.

     Multifoods represents to Mishra that, as of the date of this 
Agreement, Multifoods has no knowledge or any information which would 
cause Multifoods to assert a claim against Mishra in connection with 
Mishra's employment to the date of this Agreement.

5.     Confidential Information.  

     A.     Mishra's Covenant of Confidentiality

     Further, in consideration of the Termination Allowance payable by 
Multifoods under Section 2 of this Agreement, the agreements of 
Multifoods set forth in the Letter Agreement and the Waiver of 
Restriction on the Restricted Common Stock, Mishra covenants and agrees 
that during and after his employment with Multifoods he will maintain 
in strict confidence and not disclose to any person, corporation, 
partnership, entity or enterprise, any information, including without 
limitation, financial information, strategic and business plans of 
Multifoods or any of its subsidiaries, or any confidential or 
proprietary information of Multifoods or any of its subsidiaries.  For 
purposes of this Agreement confidential information shall not include 
any information: (i) which was known to the public on the date of this 
Agreement; (ii) which becomes known to the public following the date of 
this Agreement through no fault of Mishra; or (iii) which is disclosed 
to Mishra by a third party who has the right to disclose such 
information without violating any agreement of confidentiality with 
Multifoods.

     B.     In the event that Mishra is compelled by subpoena, civil 
investigative demand, court order or other legal process in any 
proceeding to disclose any confidential information described in 
Paragraph A immediately above, after the Termination Date, Mishra shall 
give Multifoods prompt notice so that Multifoods may seek an 
appropriate protective order or other confidential treatment of such 
confidential information.  If Multifoods shall fail for any reason to 
obtain a protective order and Mishra shall be compelled to disclose any 
such confidential information, based upon the advice of Mishra's 
counsel, Mishra may disclose such information without liability under 
this Agreement, provided that Mishra shall give Multifoods written 
notice of the information to be disclosed as far in advance of its 
disclosure as is reasonably practicable and the name of the party to 
whom Mishra is required to disclose such information, and in any event, 
such disclosure shall be limited to the specific information that 
Mishra is legally required to disclose based upon the advice of 
Mishra's counsel.  

     C.     Remedies.

     Mishra acknowledges and agrees that money damages would not be a 
sufficient remedy for any breach or threatened breach by Mishra of his 
covenant of confidentiality set forth in Paragraph A of this Section 5; 
and that, in addition to all other remedies that Multifoods shall be 
entitled to, Multifoods shall be entitled to injunctive or other 
equitable relief as a remedy for any such breach or threatened breach.  

6.     Mishra's Covenant of Nonsolicitation.

     A.     Nonsolicitation.  Mishra covenants and agrees that he will 
not, directly or indirectly: (i) for a period of two (2) years 
following the Termination Date, employ or attempt to employ any 
director, officer or employee of Multifoods or any of its subsidiaries, 
or otherwise interfere with or disrupt any employment relationship 
(contractual or otherwise) between Multifoods and any director, officer 
or employee of Multifoods or any of its subsidiaries; (ii) for a period 
of two (2) years following the Termination Date, solicit, request, 
advise, or induce any present or potential customer, supplier, or other 
business contact of the Company to cancel, curtail, or otherwise change 
its relationship with Multifoods or any of its subsidiaries; or (iii) 
at any time after the Termination Date, publicly criticize or disparage 
in any manner or by any means Multifoods or any of its subsidiaries, 
its and their personnel, or any aspect of its management policies, 
operations, products, services, or practices.

     B.     Remedies.  Mishra acknowledges and agrees that money 
damages would not be sufficient remedy for any breach or threatened 
breach by Mishra of his covenants set forth in this Section 6; and 
that, in addition to all other remedies that Multifoods shall be 
entitled to, Multifoods shall be entitled to injunctive or other 
equitable relief as a remedy for such breach or threatened breach.

7.     No Waiver.

     The waiver by Multifoods or Mishra of a breach by Multifoods or 
Mishra, as applicable, of any term of this Agreement shall not operate 
or be construed as a waiver of any subsequent breach by Multifoods or 
Mishra, as applicable.

8.     Governing Law.

     This Agreement shall be interpreted under and governed by the laws 
of the State of Minnesota.

9.     Entire Agreement.

     This Agreement, including the Letter Agreement, contains the 
entire agreement between Multifoods and Mishra with respect to Mishra's 
termination as an employee of Multifoods, and supersedes any prior oral 
or written agreement or understanding between the parties with respect 
to severance pay and the other matters described in this Agreement.  

     IN WITNESS WHEREOF, Multifoods and Mishra have signed and 
delivered this Agreement as of the day and year first above written.

WITNESS:                   INTERNATIONAL MULTIFOODS CORPORATION

/s/ Rachael Galarneau      By: /s/ Robert F. Maddocks
                           Robert F. Maddocks, Executive Vice President


WITNESS:

/s/ John Pistilli           /s/ Devendra Mishra
                            Devendra Mishra