EXHIBIT 10.18






                                   October 9, 1995


PERSONAL AND CONFIDENTIAL

Mr. Patrick A. O'Ray
1688 West Avenue, #503
Miami Beach, FL  33139

Dear Mr. O'Ray:

     Foodbrands America, Inc. (the "Company") considers it
essential to the best interests of the Company to have your
services available to the Company.  In order to secure your
services as Senior Vice President of the Company and President of
the Specialty Brands Division (the "Specialty Brands Division"),
the Company has offered and you have accepted the terms and
conditions for employment set forth in (i) a letter of offer
dated September 27, 1995, (ii) a Transition Employment Agreement
dated October 9, 1995 (the "Transition Employment Agreement");
and (iii) this agreement (this "Agreement").

     1.  Services to be Provided.  You agree to devote
substantially all of your business time and attention to
performing your duties hereunder which include the following:

          a.  Responsibility for the day-to-day operation of the
Specialty Brands Division.  All senior personnel of the Specialty
Brands Division will report to you.

          b.  Responsibility for the development and execution of
the marketing plan for the Specialty Brands Division.

          c.  Responsibility for any interaction between the
Specialty Brands Division and the Company's headquarters and
other Divisions.

          d.  Responsibility for maintaining and negotiating
supply and co-packing agreements of the Specialty Brands
Division.

          e.  Assisting in the development and execution of the
Specialty Brands Division's annual operating plan and five (5)
year strategic plan.

          f.  Assisting the Company in its interactions with its
banks, Wall Street and other financing sources and outside
constituencies.

          g.  Any other executive duties and responsibilities
which may be assigned to you in writing from time-to-time by the
Chief Executive Officer of the Company, or his successor or
designee, or such other executive of the Company of comparable
rank as the Board of Directors of the Company may direct, or by
the Board of Directors of the Company.

     You shall report to the Chief Executive Officer of the
Company, or to his successor or designee, or to such other
executive of the Company of comparable rank as the Board of
Directors of the Company may direct in writing.  In the
performance of your employment duties, you shall
comply with the Company's policies in effect from time to time.

     2.  Compensation.  The Company shall provide you with the
following minimum compensation and benefits:

          a.  Salary.  You shall be paid at the rate of $210,000
per annum (such payment shall be referred to in this Agreement as
the "Base Compensation"), payable twice monthly in accordance
with the policy of the Company.  These payments will be subject
to withholding for all applicable taxes.

          b.  Bonus.  

               (i)  You have received a sign-on bonus of $50,000.

               (ii) For fiscal 1996, the Company shall pay you a
minimum cash bonus of $75,000, subject to upward adjustment as
provided in this Agreement.  Any amount of cash incentive in
excess of such amount shall be as provided in the Company's Cash
Incentive Plan conditioned upon the Specialty Brands Division
achieving the performance targets (referred to in this Agreement
as an "EBITDA Target") established by the Board of Directors for
1996.  Such cash incentive shall be payable in February 1997. 
Thereafter, cash incentives shall be based on the Company's Cash
Incentive Plan as in effect from time to time. 

               (iii)  The Annual Bonus will be paid when the
other bonuses of senior executives of the Company are or would be
paid, according to the policy of the Company.  

          c.  Expenses.  The Company shall promptly reimburse you
for all reasonable expenses incurred by you in connection with
your employment pursuant to the terms of this Agreement, provided
you properly account therefor in accordance with the policy of
the Company as amended from time-to-time.  

          d.  Vacations.  The Company shall provide you with four
weeks of vacation per year, to be taken by you at such time or
times as shall be mutually convenient to you and to the Company.

          e.  Other Benefits.  In addition to the aforementioned
items, the Company shall provide or make available to you such
benefits as are described in the Offer Letter and such pension
and welfare benefit plans and programs of the Company as are
provided to other senior executives of the Company (other than
executives who are also employees of affiliated entities),
and to receive benefits thereunder, in accordance with their
respective terms or in accordance with plans or programs
providing you with at least substantially equivalent benefits. 
You shall also be eligible to participate in the 401(k) plan of
the Company.  Except as otherwise set forth in this Agreement, it
is understood that you will not participate in any other stock
option or bonus plan of the Company.  In addition, the Company
shall provide you with a car allowance in accordance with the
practice of the Company as of the Effective Date.

          f.  Stock Options.  As soon as practicable, but in no
event later than 90 days after the date of this Agreement, the
Company shall cause to be executed, and you shall execute, a
stock option agreement with respect to stock options to be
granted to you as described in the Offer Letter.

     3.  Termination.  Your employment hereunder may terminate
for any of the following reasons.

          a.  Death.  Your employment shall terminate upon your
"Death."
          
          b.  Disability.  If, as a result of your incapacity due
to physical or mental illness, you shall have been absent from
the full-time performance of your duties with the Company for
any six months within any consecutive twelve month period, your
employment may be terminated for "Disability."
          
          c.  Cause.  Termination by the Company of your
employment for "Cause" shall mean termination based upon (i) your
indictment for, or conviction of, any felony or any crime
involving moral turpitude, (ii) your committing of any theft,
fraud or embezzlement which results in your gain or personal
enrichment at the expense of the Company, (iii) your failure to
follow instructions of the Chief Executive Officer of the
Company, or his successor or designee, or such other executive of
the Company of comparable rank as the Board of Directors of the
Company may direct, or of the Board of Directors of the Company,
(iv) your inability to perform your duties and responsibilities
as a result of addiction to alcohol or drugs, other than drugs
legally prescribed and administered by a duly licensed physician
or (v) your breach of any of your obligations under this
Agreement including but not limited to breaches of Sections 6, 7
or 8 of this Agreement or misfeasance, malfeasance or nonfeasance
of any job responsibilities outlined in this Agreement (Section
1) or as specified by the Chief Executive Officer of the Company,
or his successor or designee, or such other executive of the
Company of comparable rank as the Board of Directors of the
Company may direct, or of the Board of Directors of the Company. 
You may not be terminated for Cause unless the Company has first
specified the act, omission or breach forming the basis for such
termination in the Notice of Termination (as hereinafter defined)
and you have failed or refused to correct such act, omission or
breach within ten days of receipt of the Notice of Termination or
such act, omission or breach is incapable of being cured.

          d.  Voluntary Termination.  You may voluntarily
terminate your employment at any time (a "Voluntary
Termination").
          
          e.  Termination by the Company.  The Company may
terminate your employment for any reason (without "Cause"),
including, but not limited to, closing or selling the Specialty
Brands Division, provided, however, that upon such termination,
you will be compensated as provided in Section 4.  

          f.  Notice of Termination.  Any termination of your
employment shall be communicated by written Notice of Termination
to the other party hereto in accordance with this Section 3.  For
purposes of this Agreement, a "Notice of Termination" shall mean
a written notice which shall indicate the specific termination
provision in this Agreement relied upon and which shall specify a
date as your last day of employment (the "Termination Date").

          g.  Change of Control.  In the event the Transition
Employment Agreement becomes effective as a result of a Change of
Control (as defined therein), this Agreement shall terminate and
the obligations of the parties shall be governed by the
Transition Employment Agreement.

     4.  Compensation Upon Termination or During Disability. 
Upon termination of your employment or during a period of
Disability, you shall be entitled to the following benefits:

          a.  During any period that you fail to perform your
full-time duties with the Company as a result of your Disability,
you shall continue to receive your Base Compensation during such
period, and the Bonus for the Bonus Period in which the
Disability occurs.  During such period that you fail to perform
your full-time duties with the Company as a result of your
Disability, you shall continue to receive all compensation
payable to you under the Company's disability benefit programs
then in effect during such period, unless and until this
Agreement shall be terminated pursuant to Section 3(b) of this
Agreement.

          b.  If your employment shall terminate for any reason
other than as set forth in Section 4(c), the Company shall pay
your Base Compensation through the date specified as your last
day of employment in the Notice of Termination and all other
benefits shall be determined under the retirement, insurance and
other compensation programs (other than the bonus arrangements
described in Section 2(b) of this Agreement) of the Company then
in effect in accordance with the terms of such programs.

          c.  If your employment shall be terminated by the
Company for Cause or as a result of a Voluntary Termination, the
Company shall pay you your Base Compensation through the date
specified as your last day of employment in the Notice of
Termination, and the Company and its affiliates shall have no
further obligations to you under this Agreement.

          d.  If your employment shall be terminated by the
Company without "Cause," (reasons other than for Death, Cause or
Disability, or other than as a result of a Voluntary
Termination), the Company shall pay you an amount equal to
one-half of your Base Compensation.

     5.  Successors; Binding Agreement.  This Agreement and all
of the provisions hereof shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
permitted assigns, but neither this Agreement nor any of the
rights, interests or obligations hereunder shall be assigned by
any of the parties hereto without the prior written consent of
the other parties, nor is this Agreement intended to confer upon
any other person except the parties hereto any rights or remedies
hereunder.  Notwithstanding the foregoing, the Company may assign
its rights under this Agreement, but no such assignment shall
relieve the Company of its obligations hereunder.  This Agreement
shall be void and of no further force and effect if the Effective
Date shall not have occurred.

     6.  Non-Competition.  Notwithstanding anything to the
contrary contained in this Agreement, you may not engage,
anywhere in the United States, in any activities, directly or
indirectly, that are competitive in any way with the Company or
the Specialty Brands Division and may not engage in any
business-related activities involving those products currently
produced or under development by the Specialty Brands Division
until the first anniversary of the termination of your
employment under this Agreement.  The parties hereto agree that
the duration and the geographic area for which the covenant not
to compete set forth in this Section 6 is to be effective are
reasonable.  However, in the event that any court determines that
the time period or the geographic area, or both of them, are
unreasonable and that such covenant is to that extent
unenforceable, the parties hereto agree that the covenant shall
remain in full force and effect for the greatest time period
and for the greatest area that would not render it unenforceable. 
The parties hereto agree that the covenant shall be deemed to be
a series of separate covenants, one of each and every state or
county of the geographic area where the covenant not to compete
is intended to be effective.  Notwithstanding anything to the
contrary in this Section 6, ownership of less than five percent
of the voting stock of any publicly held corporation shall not
constitute a violation of this Section 6.
               
     7.  Non-Solicitation.  From the Effective Date of this
Agreement until the first anniversary of the termination of your
employment under this Agreement, you agree not to solicit any
individuals or business entities that were customers of the
Company or the Specialty Brands Division during your employment
and any prospective customers with respect to whom the Company
has initiated contacts during the twelve months preceding the
termination of your employment.  You further agree that for this
same period you shall not, directly or indirectly, solicit any
employees of the Company or the Specialty Brands Division to
leave the employ of the Company or the Specialty Brands Division.

     8.  Confidential Information.  You shall not, without the
prior written consent of the Company (except as may be required
in connection with any judicial or administrative proceeding
or inquiry) disclose to any person, other than an officer or
director of the Company or a person to whom disclosure is
reasonably necessary or appropriate in connection with the
performance of your duties hereunder, any confidential
information obtained by you while in the employ of the
Company with respect to the business of the Company or the
Specialty Brands Division, assets or operations, including
confidential information relating to the properties, accounts,
books, records, supplies, trade secrets and contracts of the
Company or the Specialty Brands Division.

     9.  Return of Documents.  Upon termination of your
employment for any reason, you agree to return all documents and
other property provided to you or prepared by you during your
employment with the Company.

     10.  Notice.  For the purpose of this Agreement, notices and
all other communications provided for in the Agreement shall be
in writing and shall be deemed to have been duly given when
delivered or mailed by United States certified mail, return
receipt requested, postage pre-paid, addressed to the respective
addresses set forth on the first page of this Agreement, provided
that all notices to the Company shall be directed to the 
Secretary of the Company, or to such other address as either
party may have furnished to the other in writing in accordance
herewith, except that notice of change of address shall be
effective only upon receipt.

     11.  Disputes.  Any controversy or claim arising out of or
relating to this Agreement, or any breach hereof, shall be
settled by submitting the matter to binding arbitration in
Oklahoma City, Oklahoma, or at such other location the parties
agree by and pursuant to the rules of the American Arbitration
Association then in effect.  The determination of the arbitrator
shall be conclusive and binding on the Company and you, and
judgment may be entered on the arbitrator's award in any court of
competent jurisdiction.

     12.  Miscellaneous.  No provision of this Agreement may be
modified, waived or discharged unless such waiver, modification
or discharge shall be agreed to in writing and signed by you and
by a duly authorized officer of the Company.  No waiver by either
party hereto at any time of any breach by the other party hereto
of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a
waiver of similar or dissimilar provisions or conditions at the
same or at any prior or subsequent time.  No agreements or
representations, oral or otherwise, express or implied, with
respect to the subject matter hereof have been made by either
party which are not expressly set forth in this Agreement.  All
descriptive headings in this Agreement are inserted for
convenience only and shall be disregarded in construing or
applying any provision of this Agreement.  The validity,
interpretation, construction and performance of this Agreement
shall be governed by the laws of the State of Oklahoma.  Any
payments provided for hereunder shall be paid net of any
applicable withholding required under federal, state or local
law.  The obligations under Sections 4, 6, 7 and 8 shall survive
the termination of your employment.

     13.  Validity.  The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which
shall remain in full force and effect.

     14.  Counterparts.  This Agreement may be executed in
several counterparts, each of which shall be deemed to be an
original but all of which together will constitute one and the
same instrument.

     If you agree that this letter sets forth our agreement on
the subject matter hereof, please sign and return to the Company
the enclosed copy of this letter which will then constitute our
agreement on this subject.

                         Sincerely,

                         FOODBRANDS AMERICA, INC



                         By:  (R. Randolph Devening)         
                         Name:  R. Randolph Devening
                         Title:   Chairman, President
                                  & Chief Executive Officer


Agreed to this 10th day
of November, 1995


(Patrick A. O'Ray)     
Patrick A. O'Ray