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                                                                    EXHIBIT 10.1

                     [LETTERHEAD OF SILVERADO APPEARS HERE]

Personal and Confidential

Mr. Timothy G. Bruer
939 Descanso Drive
La Canada, CA 91011

Dear Tim:

        I have enjoyed the process of getting better acquainted with you over
the past several weeks in both Pasadena and Tulsa. Furthermore, I appreciate all
of the time and thought that you have committed to better understanding
Silverado Foods, Inc. ("the Company" or "Silverado") and to exploring the senior
operating management/leadership role with the Company. My colleagues and I
believe that you possess the skills, experiences and strategic vision required
to lead Silverado to increasing levels of success in the future. As such, I am
pleased to extend you an offer of employment with Silverado under the terms and
conditions outlined below.

        I. Title, Responsibilities and Reporting Relationship:

        President and Chief Executive Officer
        Silverado Foods, Inc.

        Reporting directly to me in my capacity as Chairman and working with
        members of the Board of Directors as appropriate, you will assume
        strategic, operational, and financial management responsibility for the
        Company and its performance. Specifically, you will have direct
        functional responsibility for developing and implementing the Company's
        growth strategies, focusing on both internal and acquisitive growth, as
        well as establishing the Company's operating plans, budgets and
        performance targets. You will actively seek and develop new product
        opportunities and strategies for expanding Silverado's channels of
        distribution. In addition, you will maintain a team-oriented working
        environment that promotes open discussion of important issues, a high
        level of personal commitment and accountability to the business, and a
        continued focus on profitability, quality and customer service. You will
        be expected to represent the Company, as appropriate, with major
        customers, market contacts, regulators, the investment community and
        others, and take on such special projects as may be requested by me or
        the Board of Directors. It is our expectation that Silverado's brand
        equity will grow significantly and consistently in the future under your
        leadership, and that this growth in brand equity will be reflected by
        corresponding growth in the price of Silverado's common stock.

        II. Compensation: We have tailored a compensation program which aligns
        your interests and performance targets with those of Silverado's
        shareholders, and mirrors Silverado's compensation philosophy and my
        expectations relative to your future contributions to the



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Mr. Timothy G. Bruer
Page 2 of 5                                                   February 28, 1997


Company. Your compensation package will include a base salary, performance 
bonus, restricted stock and stock options.


        A. Base Salary: The annualized amount of $250,000, payable by-monthly.
        Performance and salary reviews will be conducted on an annual basis in
        accordance with Company policy. Adjustment to your base salary, if any,
        will be based upon individual and Company performance and shall be
        effective as of the beginning of the calendar year.

        B. Performance Bonus: Bonuses at Silverado are completely discretionary.
        The Company does not guarantee bonus awards as a matter of corporate
        policy. You will be eligible to receive a performance bonus in the range
        of zero to seventy-five percent (75%) of your base salary, based upon
        individual and Company (operational and financial) performance against
        mutually agreed-upon targets. Awards under this program, if any, are
        made annually in February for the preceding calendar year. Performance
        targets for the following calendar year will be mutually agreed upon at
        the close of the preceding calendar year. Your performance bonus for
        calendar year 1997 will be calculated as if you had commenced employment
        with the Company on the first day of this calendar year.

        C. Stock: The Board of Directors and I believe that a significant
        portion of the total compensation of our senior executive should include
        meaningful awards of equity, thereby linking their rewards to the
        performance of the stock and the growth of shareholder wealth. In
        accordance with this philosophy and as a demonstration of our commitment
        to you, the Company will grant you the following awards of restricted
        stock and stock options. These awards have been confirmed by the Board
        of Directors.

                1. Restricted Stock - You will be awarded 50,000 shares of stock
                upon the commencement of your employment. At the same time, you
                will also be awarded 50,000 shares of restricted stock. The
                restricted stock will vest ratably over a two year period from
                the date of award. Subsequent awards of restricted stock, if
                any, will be made on a periodic basis based upon my evaluation
                of your performance and potential, as confirmed by the Board of
                Directors.

                2. Stock Options - You will participate in the Company's stock
                option program. Awards to you under this program will be made in
                January 1998, 1999 and 2000 in the amounts of 100,000, 125,000,
                and 150,000 shares, respectively. The stock options awarded
                hereunder shall have a strike price set at a slight premium
                above the market price of Silverado common shares as of the date
                you formally commence your employment. These awards will vest
                immediately upon the achievement of mutually agreed-



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Mr. Timothy G. Bruer
Page 3 of 5                                                  February 28, 1997


                   upon individual and corporate performance targets. You can
                   expect to receive meaningful stock option awards in
                   subsequent years, assuming reasonable levels of individual
                   and Company performance.

        III. Signing Bonus/Principal Home Loss Recovery: To reduce the economic
        impact of any reasonable loss on the sale of your principal residence in
        Southern California (your "Home"), Silverado will protect you against
        such loss up to $100,000.00. To that end Silverado shall pay you
        $50,000.00 within the first five (5) business days of your employment
        with the Company as a non-recoupable advance of the "Recovery Amount."
        The "Recovery Amount" shall be measured by the difference between the
        adjusted basis of your Home and amount realized upon the sale of your
        Home unadjusted by the closing costs, brokerage commissions/fees or
        other amounts recoverable by you pursuant to Section V. The amounts
        payable to you pursuant to this Section shall be grossed up for income
        tax purposes. In no event shall the Recovery Amount and the grossed up
        amounts exceed $100,000.00. Other than the non-recoupable advance, the
        Recovery Amount shall be paid within the first five (5) business after
        you present me with the documentation verifying your calculation of the
        Recovery Amount.

        IV. Automobile: Silverado will lease and provide you with the use of an
        appropriate automobile over the course of your employment, as well as
        paying all of the reasonable costs associated with operating that
        vehicle. The lease of the automobile should be reviewed and approved in
        advance by me.

        V. Relocation: A customized relocation package will be offered to you
        which shall include, although not be limited to, the benefits listed
        below. All expenses in excess of $5,000.00 shall be reviewed and
        approved in advance by me. It is our intention that you have an adequate
        period of time to select and secure an appropriate residence in Tulsa
        for the family and to secure schooling for the children that is
        consistent with your standards and wishes.

                A. The physical move and storage (if required) of a reasonable
                   amount of personal/household goods and up to two automobiles
                   for personal use.

                B. Temporary housing in Tulsa and Southern California, as 
                   required.

                C. Two house-hunting trips to Tulsa following acceptance of this
                   offer.

                D. Air (coach class) and ground transportation between Southern 
                   California and Tulsa.

                E. Reimbursement for the brokerage commissions/fees (closing
                   costs and other fees) associated with the disposition of your
                   current principal


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               residence in Southern California, as well as the closing costs
               associated with the purchase of a suitable residence in Tulsa.

          F.   Any reasonable expenses not previously referenced as incurred by
               you in connection with your relocation.

     VI. Announcements: We shall mutually agree upon the press release
     announcing your departure from Nestle USA and your acceptance of
     Silverado's offer. You shall have the right to review the press release
     with Nestle USA prior to giving your approval, provided that your approval
     is given within a reasonable period of time.

     VII. Benefits: You will be eligible for the full array of benefits awarded
     senior executives at Silverado, to include, although not be limited to,
     medical and dental insurance, pension, and life insurance. A summary of
     these benefits will be provided to you immediately under separate cover.

     VIII. Severance: Should you be terminated without cause, you shall be
     eligible to receive "severance benefits" for (x) a period of nine (9)
     months (beginning on the date you are effectively terminated) or (y) until
     you commence equivalent alternative employment, whichever occurs first.
     "Severance benefits" shall mean (x) your bi-monthly base salary as
     described in Section II, Part A and (y) benefits as described in Section
     VII. "Equivalent alternative employment" shall mean a position that is
     substantially similar in scope and responsibility to the responsibilities
     summarized in Section I.

     IX. Change in Control: Upon a "change in control" within two years from the
     commencement of your employment with Silverado, you shall immediately vest
     in the restricted stock described in Section II, Part C, Subsection 1 and
     the stock options described in Section II, Part C, Subsection 2. A "change
     in control" shall mean either a change in the beneficial ownership of the
     shares which represent voting control of the Board of Directors of the
     Company or a sale of substantially all of the assets of the Company.

     X. References and Medical Examination: This offer of employment is
     contingent upon satisfactory professional and personal references, which
     will be conducted on our behalf by Korn/Ferry International, as well as a
     satisfactory medical examination. Such an examination should be conducted
     by a physician of your choosing, with the costs to be reimbursed by
     Silverado.

     XI. Start Date: April 21, 1997.

     My colleagues and I are delighted by the prospect of working with you in
the coming years to build the premier brands, products and team that we know are
possible for Silverado. We are committed to supporting you fully in the quality
development of the perceived potential of 
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Mr. Timothy G. Bruer
Page 5 of 5                                                   February 28, 1997



Silverado, as well as your own personal and professional objectives. On a
personal note, I am excited by the prospect of working together as partners in
the future. Cindy and I look forward to welcoming you, Peg and your children to
Tulsa and to doing whatever we can to make the experience a successful and
satisfying one. Please do not hesitate to contact me or Andy Knox with any
questions you may have about our offer of employment. I will expect your
positive response to this offer no later than March 5, 1997.


  
                                        Sincerely,
  
                                        /s/ LAWRENCE D. FIELD
                                        ___________________________
                                        Lawrence D. Field
                                        Chairman
                                        Silverado Foods, Inc.

Accepted:



/s/ TIMOTHY G. BRUER
____________________________            Date: 3/2/97
Timothy G. Bruer