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                             CONSULTING AGREEMENT


     This Consulting Agreement (this "Agreement") is effective as of July 1, 
1996 between Dole Food Company, Inc., a Hawaii corporation ("COMPANY"), and 
Gerald W. LaFleur ("CONSULTANT").


                                   RECITALS

     A.   COMPANY is desirous of retaining CONSULTANT to perform certain 
services ("Services") as deemed necessary or desirable by David H. Murdock, 
Chairman of the Board and Chief Executive Officer of COMPANY.

     B.   CONSULTANT has the skills, training and expertise necessary to 
perform the Services required by COMPANY.

     C.   COMPANY's needs for the Services are uncertain and subject to 
substantial change at any time, and from time to time.

     D.   COMPANY requires the utmost flexibility in contracting for and 
scheduling performance of the Services.

     E.   CONSULTANT acknowledges that the contractual relationship created 
by this Agreement is inherently insecure in terms of the likelihood of the 
continuation of the relationship for any length of time.

     NOW, THEREFORE, in consideration of the foregoing premises and the 
mutual covenants contained herein, and other good and valuable consideration, 
receipt of which is hereby acknowledged, the parties agree as follows.


                                  AGREEMENT

1.   SERVICES

     A.   CONSULTANT shall commence providing the Services on July 1, 1996 
and shall continue to do so to and including December 31, 1996 (the "Term"),
unless sooner terminated as provided herein.

     B.   CONSULTANT will render the Services to COMPANY, and COMPANY will 
pay CONSULTANT for the Services, the sum of $10,416.67 per calendar month, 
regardless of the time during a calendar month devoted by CONSULTANT to the 
performance of Services. Amounts due to CONSULTANT hereunder shall be payable 
on the ___ business day of each calendar month during the Term hereof.


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     C.   COMPANY shall reimburse CONSULTANT for reasonable business 
expenditures made and substantiated in accordance with the policies and 
procedures established from time to time by COMPANY.

     D.   During the Term (as hereinafter defined), CONSULTANT agrees to use 
his best efforts in rendering Services to COMPANY. CONSULTANT shall perform 
his duties as requested by COMPANY in a professional manner and in a manner 
which shall be in the best interest of COMPANY. CONSULTANT shall exercise 
such care as an ordinary prudent person in a like position would exercise 
under similar circumstances. CONSULTANT may work for others concurrently so 
long as there is no impairment of the performance of the Services.

     2.   STATUS OF PARTIES

     It is understood and agreed by the parties that no joint venture, 
partnership, employment, agency or other relationship between COMPANY and 
CONSULTANT, or CONSULTANT's employees or agents, is created by this 
Agreement. No agent, employee, or servant of CONSULTANT shall be deemed to be 
the employee, agent or servant of COMPANY. The parties agree that CONSULTANT 
cannot contract on behalf of COMPANY. CONSULTANT shall perform Services as an 
independent contractor, and not as an agent or employee of COMPANY, 
and nothing enumerated herein shall be construed to be inconsistent with this 
statement. CONSULTANT shall not be compensated through COMPANY's payroll 
system. Neither CONSULTANT nor CONSULTANT's dependents, family members, 
heirs, successors and assigns will be entitled to any benefits that COMPANY 
provides to employees, including but not limited to medical and dental plans, 
life insurance, vacation pay, pension or profit sharing plans, bonuses 
or other forms of deferred compensation as a result of this Agreement. 
CONSULTANT shall be solely responsible, as an independent contractor, for the 
payment of all CONSULTANT's employment, payroll and other taxes.

     3.   WARRANTIES AND INDEMNIFICATIONS

     A.   CONSULTANT agrees to indemnify COMPANY from and against any loss, 
claims, cost or expense, including reasonable attorneys' fees, incurred by 
COMPANY arising out of or in connection with any breach of CONSULTANT's 
representations, warranties, covenants or agreements hereunder, including but 
not limited to taxes, penalties and interest, assessed against COMPANY as a 
result of a determination by any government agency that CONSULTANT's 
relationship with COMPANY was other than that of an independent contractor.

     B.   CONSULTANT warrants that he has the authority to enter into this 
Agreement and that neither this Agreement nor CONSULTANT'S performance 
hereunder breaches any other contracts, commitments, agreements, or 
understandings into which CONSULTANT has entered.


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     4.   CONFIDENTIAL INFORMATION

     All information of or concerning COMPANY in any form which is or was 
previously made available to CONSULTANT, whether as a result of prior 
employment with COMPANY or in connection with the performance of Services 
hereunder, shall be treated as confidential information ("Confidential 
Information"). Confidential Information includes, but is not limited to, 
formulae, specifications, ideas, inventions, 
personnel/financial/technical/marketing data, forecasts procedures, 
"know-how", customer lists or similar information . CONSULTANT agrees that 
all Confidential Information related in any way to COMPANY's products, 
business or the Services performed for COMPANY by CONSULTANT belongs solely to 
COMPANY and shall not be used by CONSULTANT for any purpose other than to 
perform the Services hereunder. CONSULTANT shall not disclose any 
Confidential Information to others, except to his employees and related third 
parties whose duties so require. CONSULTANT shall be responsible for any 
unauthorized use or disclosure of any Confidential Information by CONSULTANT 
or by any of his employees or related third parties and for any loss, 
including reasonable attorney's fees, suffered by COMPANY proximately caused 
thereby. CONSULTANT's obligations of confidentiality and nondisclosure shall 
not apply to any portion of the Confidential Information which:

          (i)   is or shall have become public knowledge, by publication or 
otherwise, through no fault of CONSULTANT; or

          (ii)  subject to Section 6 hereof, is required to be disclosed by 
law.

     5.   OWNERSHIP AND USE OF CONSULTANTS' WORK FOR COMPANY

     CONSULTANT acknowledges that all work papers, documentation and other 
material delivered to COMPANY pursuant to this Agreement will belong solely 
to COMPANY and may not be used by CONSULTANT for any other purpose 
whatsoever; provided that COMPANY will not use CONSULTANT'S name or attribute 
any statement, analysis or information to CONSULTANT without CONSULTANT'S 
prior approval, which approval shall not be unreasonably withheld; and 
provided further, that CONSULTANT may use such materials to perform Services 
hereunder, to monitor or evaluate such Services or to develop internally 
CONSULTANT'S professional capability. Upon completion of the Services, or 
termination pursuant to Section 7 hereof, CONSULTANT shall, in accordance 
with his usual practice, destroy all materials furnished by COMPANY, all of 
CONSULTANT'S workpapers, analyses, drafts and other materials prepared in 
connection with the Services or produced for COMPANY by CONSULTANT, unless 
COMPANY has requested that CONSULTANT deliver specific materials to COMPANY 
or to retain them for possible future reference. Notwithstanding any other 
provision of this Agreement, CONSULTANT will be entitled to retain for his 
internal  purposes one copy of each written report furnished to COMPANY by 
CONSULTANT; provided that the obligations of CONSULTANT pursuant to Section 4 
hereof shall survive with respect to each such copy maintained by CONSULTANT 
for as long as CONSULTANT


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maintains such copy. Should CONSULTANT no longer desire to maintain such 
copy, CONSULTANT shall return each such copy to COMPANY.

     6.   NOTIFICATION TO COMPANY OF MANDATORY DISCLOSURE

     If CONSULTANT or any of his representatives are requested or required by 
oral questions (that a court orders to be answered), interrogatories, requests 
for information or documents, subpoena, civil investigative demand or similar 
process, to disclose any part of the Confidential Information, CONSULTANT 
will (i) promptly notify COMPANY of each such request or requirement and the 
documents requested thereby, so that COMPANY may seek an appropriate 
protective order or other remedy and/or waive compliance by CONSULTANT with 
the provisions of this Agreement, and (ii) consult with COMPANY on the 
advisability of taking legally available steps to resist or narrow such 
request or requirement. If in the absence of such a protective order or 
receipt of such a waiver, CONSULTANT is nonetheless in the written opinion of 
his outside counsel (a copy of which shall be furnished in advance to 
COMPANY) compelled to disclose, by mandatorily applicable law, any part of 
the Confidential Information, CONSULTANT may disclose such Confidential 
Information without liability under this Agreement, except that in that 
event, if the circumstances so permit, CONSULTANT shall give COMPANY written 
notice of the Confidential Information to be so disclosed as far in advance 
of its disclosure as is lawful and practicable, and CONSULTANT shall use his 
best efforts to obtain an order or other reliable  assurances that 
confidential treatment will be accorded to the portion of the Confidential 
Information so required to be disclosed. COMPANY shall reimburse CONSULTANT 
for reasonable legal and other expenses reasonably incurred by CONSULTANT in 
complying with the provisions of this Section 6.

     7.   TERMINATION

     Either party may terminate the relationship created by this Agreement at 
any time, with or without cause, by delivery of written notice to the other. 
In the event of the termination of this Agreement prior to the completion of 
the Term, CONSULTANT shall be entitled to the compensation earned by him prior
to the date of termination pro rata up to and including that date. On 
termination in accordance with the provisions of Paragraph 1.C. hereof, 
COMPANY shall also pay CONSULTANT an amount equal to the expenses incurred by 
him though the date of termination CONSULTANT shall be entitled to no further 
compensation hereunder as of the date of termination.

     8.   NOTICE

     Whenever Notice is required to be given pursuant to this Agreement, it 
shall be delivered by personal or commercial express delivery service sent by 
first class mail, postage prepaid and shall be deemed to be given when 
personally received by CONSULTANT at such address about which one party shall 
notify the other party.


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     9.   ENTIRE AGREEMENT

     This Agreement represents the entire agreement between the parties and 
supersedes all prior and concurrent proposals, understandings, communications 
and agreements between the parties relating to the subject matter of this 
Agreement. Any modifications or changes will not be effective unless in 
writing and signed by both parties. CONSULTANT and COMPANY agree that the 
provisions of this Agreement are severable and that the invalidity of any 
portion of this Agreement shall not affect the validity of the remainder of 
the Agreement.

     10.  GOVERNING LAW

     This Agreement shall be construed pursuant to the laws of the State of 
California.

     11.  SURVIVAL OF TERMS

     The provisions of Section 3 (Warranties and Indemnifications), Section 4 
(Confidential Information), and Section 5 (Ownership and Use of CONSULTANT's 
Work for COMPANY) shall survive the termination of this Agreement.

     IT WITNESS WHEREOF, the parties hereto have set their hands and seals as 
of the day and year first written above.


                                                 DOLE FOOD COMPANY, INC.



____________________________                     By:_____________________
GERALD W. LAFLEUR



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