EXHIBIT 10.30d


                                                                 


                          March 26, 1997



Morgan Stanley Capital Partners, III, L.P.
1221 Avenue of the Americas
33rd Floor
New York, New York 10020


Gentlemen:

          The purpose of this letter is to evidence the
understanding reached with regard to the amendment of the Earnout
Payment provision and other provisions of the Stock Purchase
Agreement by and among TNT Crust, Inc. and The Shareholders of
TNT Crust, Inc. and Foodbrands America, Inc. ("Foodbrands") dated
as of November 22, 1995 (the "Agreement").  As you are aware,
Foodbrands is negotiating an agreement and plan of merger (the
"Acquisition Agreement") with a third party which has been
disclosed to you (the "Acquiror") pursuant to which Foodbrands
would become a wholly owned subsidiary of Acquiror.  In
connection with facilitating Foodbrands entering into the
agreement with the Acquiror, you have agreed on behalf and as of
agent of the Sellers under the Agreement that the Earnout Payment
provision will be terminated and certain indemnification
obligations of the Sellers will also be terminated on the terms
set forth below.  The Agreement is hereby amended as follows
(terms not otherwise defined herein shall have the meaning
ascribed to them in the Agreement):

The Agreement

          1.   Upon the earlier of (i) the Effective Time as
               defined in the Acquisition Agreement and (ii) 45
               days after the consummation of the tender offer
               contemplated by the Acquisition Agreement,
               Sections 2.04(c),(d), (e) and (f) of the Agreement
               are hereby deleted and terminated in their
               entirety.  Section 9.04 of the Agreement is hereby
               amended to limit the liability of the Sellers with
               respect to Income Tax Claims to the lesser of
               fifty (50) percent (%) of the first $1 million of
               such claims or $500,000.

The Acquisition Agreement

          2.   Upon the earlier of (i) the Effective Time as
               defined in the Acquisition Agreement and (ii) 45
               days after the consummation of the tender offer
               contemplated by the Acquisition Agreement,
               Foodbrands shall pay to the Agent for the benefit
               of the Sellers the sum of $9.5 million.  The
               parties acknowledge and agree that all payments to
               former Option Holders may be subject to applicable
               withholding taxes and Foodbrands agrees to
               withhold or cause a subsidiary to withhold the
               employee portions of all such applicable taxes and
               to pay the employer portions of all such
               applicable taxes.  The parties further agree,
               however, that the Sellers shall be responsible for
               the payment of all applicable income taxes
               resulting from such $9.5 million payment.

It is understood and agreed that if the transactions contemplated
by the Acquisition Agreement are terminated for any reason
without the tender offer contemplated in the Acquisition
Agreement being consummated, this Agreement shall be terminated
and of no force and effect.  If the above conforms with your
understanding, please indicate so below and return a copy to us.

                                Very truly yours,

                                FOODBRANDS AMERICA, INC.


                               By /s/ Bryant P. Bynum
                                 ________________________________
                                  Bryant P. Bynum, Vice President



                           



ACCEPTED THIS 24th DAY OF 
MARCH, 1997


MORGAN STANLEY CAPITAL PARTNERS III, L.P, 
for itself and as agent and attorney-in-
fact for the Shareholders of TNT CRUST, Inc.


By: /s/ Lawrence B. Sorrel
   _______________________
   Lawrence B. Sorrel