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                                                                    Exhibit 10.8


                              EMPLOYMENT AGREEMENT

         This EMPLOYMENT AGREEMENT (the "AGREEMENT") is entered into this 1st
day of October, 2000, between Atlantic Premium Brands, Ltd., a Delaware
corporation ("APB") and Merrick M. Elfman ("MME").

                                    RECITALS

         WHEREAS, APB is engaged in the business (the "BUSINESS") of the
manufacture and sale of branded meat products and the wholesale distribution of
processed meats; and

         WHEREAS, MME is skilled and experienced in the Business;

         WHEREAS, APB desires to employ MME and recognizes that certain
inducements must be offered to MME in order for APB to retain MME's services;

         WHEREAS, MME and APB are desirous of entering into an agreement
providing for the employment by APB of MME on the terms provided herein.

                                   AGREEMENTS

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants, agreements and promises contained herein, the parties agree as
follows:

         1. Employment. APB hereby agrees to employ MME and MME hereby accepts
employment by APB, subject to the terms and conditions set forth in this
Agreement.

         2. Term of Employment. The initial term of this Agreement (the "INITIAL
TERM") shall commence as of October 1, 2000 and shall continue in effect until
April 30, 2002. The period from October 1, 2000 to the date of this Agreement's
expiration or sooner termination shall be deemed the "EMPLOYMENT PERIOD." After
the Initial Term, this Agreement shall automatically extend for additional one
(1) year periods commencing on May 1, 2002, and each May 1 thereafter, unless
and until terminated by written notice given by either party to the other three
(3) months prior to each applicable termination date.

         3. Title and Duties. During the Employment Period, MME's title shall be
Chairman and he shall possess such powers and duties as are normally incident to
such position, as provided in the by-laws of APB or in accordance with the
Delaware General Corporation Law, subject to the direction of APB's Board of
Directors (the "BOARD"). MME shall justly and faithfully discharge his duties
and responsibilities in a diligent manner, devoting such time and attention to
the affairs of APB as he shall reasonably determine to be necessary and
appropriate, and shall comply with the reasonable rules, regulations and
policies of APB.
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         4. Compensation. Subject to the following provisions of this Agreement,
during the Employment Period, MME shall be compensated for his services as
follows:

                  (a) Sign On Bonus. In consideration of executing this
Agreement, APB shall pay to MME $42,500, concurrently with the execution hereof;
and

                  (b) Salary. APB shall pay to MME during the Initial Term a
salary at the rate of $115,000 per year, payable in accordance with APB's normal
payroll periods, less normal payroll deductions. The salary shall increase 5% at
the end of the Initial Term (if this Agreement has not been terminated) and on
each May 1 thereafter (until terminated). Furthermore, APB shall reimburse MME
for all expenses necessarily and reasonably incurred by MME in connection with
his duties, upon request therefore with appropriate back-up documentation. All
amounts due hereunder shall become immediately due and payable in the event that
APB is, or substantially all of APB's assets are, sold, or APB is taken private
or there is a change of control of APB.

                  (c) Post-Termination Obligations. APB shall continue to be
obligated to pay the salary to MME during the entire Initial Term, irrespective
of whether MME's employment with APB is terminated prior to the end of the
Initial Term, regardless of the reason for such termination.

                  (d) Benefit Plans. During the Employment Period, MME shall be
entitled to immediately and fully participate in any retirement plan, group life
insurance plan or other insurance plan or medical expense plan maintained by APB
or any subsidiary of APB for its executive employees (the "BENEFIT PLANS").
MME's participation in the medical Benefit Plans shall include coverage for his
spouse and dependents. The Benefit Plans are subject to change from time to time
at the sole discretion of the Board, provided that in any such event, APB shall
provide a substitute plan or other form of compensation that provides
substantially the same or greater benefits as then enjoyed by MME and his spouse
and dependents, as applicable.

         5. Termination. This Agreement may only be terminated by MME prior to
the end of the Initial Term, or by MME's death or disability, and after the
Initial Term by either party giving the three month notice provided for in the
last Section 2 hereof. Any such termination shall not affect APB's obligation to
pay all amounts and provide all benefits provided for in this Agreement during
the Initial Term (and any extension thereof).

         6. Effect of Termination. Notwithstanding anything to the contrary
contained herein, should MME's employment with APB be terminated for any reason
whatsoever, APB (on behalf of itself and its directors, officers, employees and
agents) and MME agree that they will not, under any circumstances, disparage,
criticize or denigrate the talents, skills, prospects, products, abilities,
integrity or character of MME, APB, its management, directors, employees, agents
or representatives (including those of APB's affiliates). MME further agrees
that he will not, at any time after the date hereof and without the other's
written consent, contact any past, present or prospective customer, supplier,
employee, employer or agent or representative of APB with the intent or purpose
of injuring the reputation, business or business relationships of APB. The
provisions of this Section shall survive the execution and termination hereof,
irrespective of the reason for such termination.


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         7. Restrictive Covenants. MME hereby agrees:

                  (a) Non-disclosure. MME acknowledges that he has been and will
be entrusted with trade secrets, marketing, operating and strategic plans,
customer and supplier lists, proprietary information and other confidential or
specialized data and/or information relative to the business of APB and its
predecessors and subsidiaries (for purposes of this Section 7, APB shall include
its predecessors and subsidiaries), whether now existing or to be developed or
created after the date of this Agreement (collectively, "TRADE SECRETS"). MME
shall at all times during the Employment Period and thereafter hold in strictest
confidence any and all Trade Secrets that may have come or may come into his
possession or within his knowledge concerning the products, services, processes,
businesses, suppliers, customers and clients of APB or its affiliates and their
predecessors. MME agrees that neither he nor any person or enterprise controlled
by him will for any reason directly or indirectly, for himself or for the
benefit of any other person, use, copy, divulge or otherwise disseminate or
disclose any of the Trade Secrets owned or used by, or licensed to, APB or any
of its affiliates or otherwise relating to APB or its business, provided that
MME may disclose Trade Secrets pursuant to an order by a court of competent
jurisdiction, provided, further, that MME shall give APB notice of such order
and any court pleading requesting such disclosure, in order to provide APB with
an opportunity to prevent such disclosure or procure an appropriate protective
order.

                  (b) Customers. MME acknowledges that customer accounts of APB
and its predecessors are and will at all times be the sole and separate property
of APB, in which MME has no rights whatsoever, and all activities of or work
performed by MME pursuant hereto or as an employee of APB or its predecessors
have been and in the future will be performed for the benefit of APB and the
goodwill resulting from MME's efforts is and at all times will be the sole and
separate property of APB, which goodwill is intended to be protected, in part,
by this Section.

                  (c) Non-Solicitation. MME agrees that from the commencement
date of the Employment Period and continuing for a period of two years following
the termination of the Employment Period for whatever reason, neither he nor any
person or enterprise controlled by him will solicit or hire or contract with,
for employment, consulting or any other reason, any director, officer,
shareholder, department head, salesman and each of their assistants who was
employed by APB or its predecessors at any time within one year prior to the
time of the act of solicitation or hire.

                  (d) Non-Competition. MME agrees that from the commencement
date of the Employment Period and continuing for a period of two years following
the termination of the Employment Period for whatever reason, neither he or any
person or enterprise controlled by him will become a stockholder, director,
officer, agent, employee or representative of or consultant to a corporation or
member of a partnership, engage as a sole proprietor in any business, act as a
consultant to any of the foregoing or otherwise engage directly or indirectly in
any enterprise which competes with APB in any business in which APB is engaged
(whether or not such business is subsequently carried on by APB) in any
geographic territory in which APB does business on the date the Employment
Period ends; provided, however, that the foregoing shall not prohibit the
ownership of less than two percent (2%) of the outstanding shares of the stock
of any company engaged in any business, which shares are regularly traded on a
national securities exchange or in any over-the-counter market.


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                  (e) Survival. The provisions of this Section shall survive the
termination of this Agreement and MME's employment with APB, irrespective of the
reason therefor.

         8. Remedies. If, at any time, MME violates or threatens to violate to
any material extent the covenants set forth in Section 7, APB shall have the
right to seek injunctive relief or any other appropriate equitable remedy in any
federal or state court sitting in the City of Chicago, Illinois, notwithstanding
the arbitration obligations set forth in Section 16, below, provided, however,
that the applicable time periods set forth in Sections 7(c) and (d) will be
tolled pending the final resolution of any such action that is actually filed by
APB. MME acknowledges that APB would be irreparably injured by a violation of
Section 7.

         9. Amendment and Termination. This Agreement may not be amended or
otherwise modified, except in a definitive writing signed by the parties hereto.

         10. Notices. Any notice required or permitted to be given under this
Agreement shall be sufficient if given in writing and personally delivered or
sent by registered or certified mail, return receipt requested, or by facsimile,
telegram or telex followed by a confirmation letter sent by registered or
certified mail, return receipt requested, addressed as follows:

                  If to APB:       Atlantic Premium Brands, Ltd.
                                   650 Dundee Road, Suite 370
                                   Northbrook, Illinois 60062
                                   Attention: Chief Executive Officer
                                   Facsimile: (847) 480-0199

                  If to MME:       650 Dundee Road, Suite 370
                                   Northbrook, Illinois 60062
                                   Facsimile: (847) 480-0199

                  With a copy in
                  either case to:  c/o Sterling Capital, Ltd.
                                   650 Dundee Road, Suite 370
                                   Northbrook, Illinois 60062
                                   Attention: General Counsel
                                   Facsimile: (847) 480-0199

         11. Non-assignment. The interests of MME under this Agreement are
unique and of a personal service nature, are not subject to the claims of his
creditors and may not be voluntarily or involuntarily assigned, alienated or
encumbered.

         12. Successors. Subject to the last sentence of Section 4(b) hereof,
this Agreement shall be binding upon, and inure to the benefit of, APB and its
successors and assigns and upon any person acquiring, whether by merger,
consolidation, purchase of assets or otherwise, all or substantially all of
APB's assets and business.


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         13. Severability. If any provision of this Agreement is held invalid or
unenforceable, either in its entirety or by virtue of its scope or application
to given circumstances, such provision shall thereupon be deemed modified only
to the extent necessary to render same valid, or not applicable to given
circumstances, or excised from this Agreement, as the situation may require, and
this Agreement shall be construed and enforced as if such provision had been
included herein as so modified in scope or application, or had not been included
herein, as the case may be. Should this Agreement, or any one or more of its
provisions hereof, be held to be invalid, illegal or unenforceable within any
governmental jurisdiction or subdivision thereof, the Agreement or any such
provision or provisions shall not as a consequence thereof be deemed to be
invalid, illegal or unenforceable in any other governmental jurisdiction or
subdivision thereof.

         14. Entire Agreement; Cancellation. This Agreement contains the entire
agreement and understanding of the parties and supersedes all prior discussions,
agreements, and understandings between the parties relating to the subject
matter hereof.

         15. Resolution of Disputes. Except as provided in Section 8 above, any
dispute arising out of, connected with, related or incidental to this Agreement
and the documents or instruments delivered in connection herewith, shall be
submitted to arbitration in accordance with the terms of this Section. The party
who is alleging that a dispute exists (the "Complainant") shall send a notice of
such dispute to the other party (the "Respondent"), which notice shall set forth
in detail the dispute, the parties involved and the position of the Complainant
with respect thereto. The notice shall also include a list of five retired
judges selected through JAMS-Endispute, Inc. ("JAMS"), 70 West Madison, Chicago,
Illinois. Within seven days of receiving such notice, the Respondent shall
either accept one of the judges on the list and so inform the Complainant or
deliver via facsimile to the Complainant a list of five judges selected by the
Respondent from the panel at JAMS. If the Respondent rejects the judges on the
Complainant's list and delivers to Complainant its own list of judges,
Complainant, within seven days of receiving Respondent's list, shall inform
Respondent as to whether it will accept one of the judges on Respondent's list.

         Should the parties be unable to agree on an arbitrator, then
Complainant shall request that JAMS furnish a list of ten names of available
judges to each party. Within seven days of JAMS's mailing of the list, the
parties shall meet telephonically to designate an arbitrator. Respondent shall
first strike one name from the list and then Complainant shall strike one name.
Thereafter, Respondent and Complainant shall alternately strike names from the
list until one name remains. The last remaining judge on the list shall be
designated as the arbitrator for this action.

         The arbitrator so selected shall schedule a hearing in Chicago on the
disputed issues within 45 days after his appointment, and the arbitrator shall
render his decision after the hearing, in writing, as expeditiously as is
possible, and shall be delivered to the parties. The arbitrator shall render his
decision based on written materials supplied by the parties to the arbitrator as
well as the respective oral presentations of the parties at the hearing, and no
party shall be entitled to discovery in such matter, except for a single request
for documents to be made within ten days after the request for arbitration,
which if not made within such time period shall be deemed waived. Each party
shall supply a copy of any written materials to be submitted to the arbitrator
at least ten days prior to the


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scheduled hearing. The parties agree that the arbitrator shall not have any
power or authority to award punitive damages. A default judgment may be entered
against any party who fails to appear at the arbitration hearing. Such decision
and determination shall be final and unappealable and shall be filed as a
judgment of record in any jurisdiction designated by the successful party. All
charges and fees charged by JAMS and/or the arbitrator (whether demanded in
advance or at completion of the proceedings) shall be shared equally by each
side. However, all such charges and fees, as well as any other taxable costs,
may be allocated between the respective sides by the arbitrator as a part of any
award herein. The parties hereto agree that this paragraph has been included to
rapidly and inexpensively resolve any disputes between them with respect to the
matters described above, and that this paragraph shall be grounds for dismissal
of any court action commenced by any party with respect to a dispute arising out
of such matters. The parties agree that any arbitration shall be governed by and
pursuant to the Illinois Uniform Arbitration Act, as amended, and the rules and
regulations promulgated thereunder.

         16. Insurance. APB may, at its election and for its benefit, insure MME
against disability, accidental loss or death and MME shall submit to such
physical examinations and supply such information as may be required in
connection therewith.

         17. No Conflicting Agreements. MME represents and warrants that he is
not a party to any agreement, contract or understanding, of any kind, that would
in any way restrict or prohibit him from undertaking or performing employment in
accordance with the terms and conditions hereof.

         18. Counterparts. This Agreement may be executed in counterparts, all
of which taken together shall constitute one and the same original agreement of
the parties hereto.

         19. Governing Law. This Agreement, and all matters or disputes relating
to the validity, construction, performance or enforcement hereof, shall be
governed, construed and controlled by and under the laws of the State of
Illinois without regard to principles of conflicts of law.

         20. Consent to Jurisdiction. The parties hereto hereby irrevocably
submit themselves to the exclusive jurisdiction of the courts of the State of
Illinois located in the City of Chicago and to the jurisdiction of the United
States District Court for the Northern District of Illinois for the purpose of
bringing any action that may be brought in connection with the provisions hereof
and shall not assert any claim that they are not subject to the jurisdiction of
such courts, that the venue is improper, that the forum is inconvenient or any
similar objection, claim or argument. Service of process on any of the parties
hereto with regard to any such action may be made by mailing the process to such
party by regular or certified mail to the address of such party set forth herein
or to any subsequent address to which notices shall be sent.

                           [SIGNATURE PAGE TO FOLLOW]


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         IN WITNESS WHEREOF, MME has set his hand to this Employment Agreement,
and APB has caused these presents to be executed in its name and on its behalf,
all as of the day and year first above written.


ATLANTIC PREMIUM BRANDS, LTD.




By:  /s/ ALAN F. SUSSNA                              /s/ MERRICK M. ELFMAN
     -------------------------                       -------------------------
     Alan F. Sussna, President                       Merrick M. Elfman


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