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                                                                   Exhibit 10.31

                             EMPLOYMENT AGREEMENT

     EMPLOYMENT AGREEMENT, dated as of November 1, 1996, by and between VAN DE
KAMP'S, INC. (the "Company"), a Delaware corporation, and GREGORY L. SMITH (the
"Employee").

                             W I T N E S S E T H:
                             - - - - - - - - - -

     WHEREAS, upon the terms and subject to the conditions of this Agreement, 
the Company desires to employ the Employee and the Employee desires to accept
employment by the Company;

     NOW, THEREFORE, in consideration of the mutual covenants set forth herein
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:
     
     1. Employment. Upon the terms and subject to the conditions of this
Agreement, the Company hereby employs the Employee and the Employee hereby
accepts employment with the Company in the capacities hereinafter set forth.

     2. Term of Employment. Except as provided in Section 6, the term (the 
"Term") of this Agreement shall commence as of the date hereof and shall 
continue in effect through September 30, 1998; provided that the Term of this 
Agreement shall be automatically extended for successive annual periods of 12 
months each commencing on September 30, 1998.

     3. Duties; Extent of Services.

     (a)   Duties. During the Term, the Employee shall serve in such executive
capacity as may be reasonably designated by the board of directors of the
Company (the "Board"), initially as Vice President-Manufacturing and
Distribution of the Company, and shall, in accordance with and subject to the
provisions of the By-laws (as amended from time to time) of the Company and as
set forth in Schedule A hereto, perform the duties, undertake the
responsibilities and exercise the authority customarily performed, undertaken
and exercised by a person in such position in the business in which the Company
is engaged. The Employee shall report to and carry out the lawful directions of
the Board.

     (b)   Extent of Services. Except for illness and permitted vacation
periods, during the Term the Employee shall (i) devote his full time and
attention during normal business hours to the businesses of the Company and its
subsidiaries and affiliates; (ii) use his best efforts to promote the interests
of the Company and its subsidiaries and affiliates; (iii) discharge such
executive and administrative duties not inconsistent with his position as










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may be assigned to him by the Board; and (iv) serve, without additional 
compensation, as a director or officer of any subsidiary of the Company if 
elected as such.

          4.   Compensation.

          (a)  Base Salary.  In consideration of the services rendered by the
Employee hereunder and provided that the Employee has substantially performed
all of his obligations provided for herein, the Company will pay to the Employee
a base salary (the "Base Salary") at the rate of $140,000 per year during the
Term. The Base Salary shall be paid in accordance with the Company's normal
payroll practice and shall be subject to annual review by the Board; provided,
that the Base Salary shall not be subject to reduction.

          (b)  Base Bonus.  The Company shall pay the Employee a bonus with 
respect to each fiscal year or portion thereof during the Term in accordance 
with the following provisions:
 
               (i)    If the Financial Results of the Company for a fiscal year
          during the Term are at least 90% but less than 95% of the EBITDA
          Target for such year, Employee shall be paid an amount equal to 20% of
          so much of his Base Salary as was paid with respect to such year.

               (ii)   If the Financial Results of the Company for a fiscal year
          during the Term are at least 95% but less than 100% of the EBITDA
          Target for such year, Employee shall be paid an amount equal to 30% of
          so much of his Base Salary as was paid with respect to such year.


               (iii)  If the Financial Results of the Company for a fiscal year
          equal or exceed 100% of the EBITDA Target for such year, Employee
          shall be paid an amount equal to 40% of so much of his Base Salary as
          was paid with respect to such year.

          (c)  Supplemental Bonus. In addition to the Base Bonus, if any, to
which the Employee may be entitled under Section 4(b), the Company shall pay the
Employee a bonus with respect to such fiscal year or portion thereof during the
Term in accordance with the following provisions:

               (i)    If the Financial Results of the Company for a fiscal year
          during the Term are at least 105%, but less than 110% of the EBITDA
          Target for such year, Employee shall be paid an amount equal to 5% of
          so much of his Base Salary as was paid with respect to such year.

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          (ii)    If the Financial Results of the Company for a fiscal year 
     during the Term are at least 110%, but less than 115% of the EBITDA Target
     for such year, Employee shall be paid an amount equal to 10% of so much of
     his Base Salary as was paid with respect to such year.

          (iii)   If the Financial Results of the Company for a fiscal year 
     during the Term are at least 115% but less than 120% of the EBITDA Target
     for such year, the employee shall be paid an amount equal to 15% of so much
     of his Base Salary as was paid with respect to such year.

          (iv)    If the Financial Results of the Company for a fiscal year 
     during the Term equal or exceed 120% of the EBITDA Target for such year,
     the Employee shall be paid an amount equal to 20% of so much of his Base
     Salary as was paid with respect to such year.

     (d)  For the purpose of this Agreement (1) the term "EBITDA Target" shall 
mean the Company's projected earnings before interest, taxes, one-time 
transition expenses, depreciation and amortization, as contained in the 
Company's annual budget which is approved by the Board (without reference to 
any adjustments or revision, upwards or downwards, to such projected earnings
which are subsequently approved by the Board as part of any subsequent revision 
to such annual budget), (2) the term "Financial Results" shall mean the 
Company's annual financial results reflected in the Company's annual audited 
financial statements and (3) the Company's 1997 fiscal year shall be deemed to 
begin as of the date hereof.

     (e)  The bonus due under Section 4(b) and (c) shall be paid to the
Employee within 30 days of the publication of the Company's annual audited
financial statements for the relevant year.

     5.   Other Employee Benefits.  During the Term, the Employee shall be
entitled (i) to vacation time in accordance with the Company's policy from time
to time in effect; (ii) to participate in all employee insurance and other
fringe benefit programs, including, without limitation, life, health, dental and
accident insurance plans and long term disability now or hereafter maintained by
the Company for senior executive or other salaried personnel for which the
Employee is eligible; (iii) to participate in a pension plan with terms similar
to those applicable to executives of the Company; and (iv) to participate in the
VDK incentive compensation plan.

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          6.   Termination Provisions.

          (a)  Termination for Cause. The Board may terminate the Employee's 
employment hereunder for Cause, as hereinafter defined, immediately upon written
notice to the Employee. For purposes of this Agreement, "Cause" shall mean (A)
proven dishonesty of the Employee detrimental to the best interests of either
the Company or any of its subsidiaries or affiliates or conviction of the
Employee of a crime which constitutes a felony, (B) any material act or omission
by the Employee during the Term involving willful malfeasance or gross
negligence in the performance of his duties hereunder, or (C) repeated failure
of the Employee to follow the reasonable instructions of the Board (other than
inattention or neglect resulting from illness or disability of the Employee)
which inattention and neglect does not cease within fifteen days after written
notice thereof specifying the details of such conduct is given by the Board to
the Employee. During the Term, the Employee shall be entitled to only one such
notice and right to cure for any single act or event. If the Employee's
employment is terminated for Cause, the Employee shall be entitled to receive
only the unpaid portion of the Base Salary then in effect which has accrued to
the date of termination.

          (b)  Termination By Reason of Permanent Disability. If at any time 
during the Term an independent licensed physician selected by the Board 
determines that the Employee has been or will be unable, as a result of physical
or mental illness or incapacity, to perform his duties hereunder for a period of
four consecutive months or for an aggregate of more than six months in any 
twelve month period (a "Permanent Disability"), the Employee's employment 
hereunder may be terminated by the Board upon thirty days' written notice to the
Employee. If the Employee's employment is terminated by reason of Permanent 
Disability, the Employee shall be entitled to receive only the sum of (x) the 
unpaid portion of the Base Salary then in effect which has accrued to the date 
of termination plus (y) an amount equal to six months of Employee's Base Salary 
plus (z) an amount equal to a pro rata portion of the Base Bonus payable 
pursuant to Section 4(b)(iii) hereof assuming that the Financial Results of the 
Company for the then current fiscal year equal exactly 100% of the EBITDA Target
for such year, with such pro rata portion based on the actual number of days 
during such fiscal year that Employee was employed by the Company.

          (c)  Termination By Reason of Death. The Employee's employment 
hereunder shall automatically terminate on the date of his death. If the 
Employee's employment is so terminated by his death, the Company shall pay to 
the Employee's estate in addition to the unpaid portion of the Base Salary then 
in effect through date of Employee's death the sum of (y) an amount equal to six
months of Employee's Base Salary plus (z) an amount equal to a pro rata portion 
of the Base Bonus payable pursuant to Section 4(b)(iii) hereof assuming that the
Financial Results of the Company for the then current fiscal year equal exactly 
100% of the EBITDA Target for such year, with such pro rata portion based on

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the actual number of days during such fiscal year that Employee was employed by
the Company. Such amount shall be paid within thirty days after the date of his
death if a personal representative has been appointed by the end of such thirty
day period or, if a personal representative has not been appointed by the end of
such thirty day period, promptly after a personal representative has been
appointed.

     (d)  Termination Without Cause. The Board may terminate the Employee's
employment hereunder at any time for any reason without Cause in which case the
Employee shall be entitled to receive an amount (the "Severance Amount") equal
to the sum of (y) an amount equal to the greater of (i) one year's Base Salary
then in effect, or (ii) the Base Salary the Employee would have been entitled to
receive through the end of the Term plus (z) an amount equal to a pro rata
portion of the Base Bonus payable pursuant to Section 4(b)(iii) hereof assuming
that the Financial Results of the Company for the then current fiscal year equal
exactly 100% of the EBITDA Target for such year, with such pro rata portion
based on the actual number of days during such fiscal year that Employee was
employed by the Company. The Severance Amount shall be in lieu of any other
severance payment to which Employee may be otherwise entitled under any other
severance plan maintained by the Company. The Severance Amount shall be paid
within 30 days of such termination.

     (e) Change of Control. This Agreement may be assigned in connection with a
Change of Control (as defined below) as provided in Section 8(a) hereof. In the
event of a Change of Control:

          (i)   the employee shall have no obligation to move to a new work
     location that is more than 50 miles from the Employee's principal work
     location immediately prior to such Change of Control;

          (ii)  the amount of Base Salary set forth in Section 4(a) hereof and
     the base bonus opportunities set forth in Section 4(b) hereof shall not be
     subject to reduction;

          (iii) the Employee's title, duties and responsibilities as set forth
     in Section 3(a) hereof shall not be subject to reduction; and

          (iv)  the Employee's reasonable, documented business expenses shall
     continue to be reimbursed in a manner consistent with the Company's
     reimbursement practice prior to such Change of Control.

Following a Change of Control, the failure by the Company (or its successor or
assign) to comply with any of subparagraphs (i)-(iv) shall permit the Employee
to terminate this Agreement for "Good Reason", on written notice to the Company
(or its successor or

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assign). In the event the Employee terminates this Agreement for Good Reason, 
the Employee shall be entitled to receive the Severance Amount. The Severance 
Amount shall be in lieu of any other severance payment to which the Employee may
otherwise be entitled under any other severance plan maintained by the Company 
(or its successor or assign). The Severance Amount shall be paid within 30 days 
of such termination.

          For purposes of this Agreement, a "Change of Control" shall mean (i) 
the sale, exchange or other disposition of (A) more than 50% of the issued and 
outstanding shares of the Company, (B) more than 50% of the issued and 
outstanding shares of VDK Holdings, Inc., the parent of the Company, or (C) more
than 50% of the voting units of limited liability company interests of VDK Foods
LLC, the parent of VDK Holdings, Inc., in each case to or with a person or 
entity other than the Company, VDK Holdings, Inc. or VDK Foods LLC or an 
affiliate of the Company, VDK Holdings, Inc. or VDK Foods LLC, (ii) the sale of 
all or substantially all of the assets of the Company to a person or entity 
other than the Company, VDK Holdings, Inc. or VDK Foods LLC or an affiliate of 
any of them, or (iii) the merger, consolidation or other business combination of
the Company, VDK Holdings, Inc. or VDK Foods LLC with or into another entity 
that is either not, or not controlled by, the Company, VDK Holdings, Inc., VDK 
Foods LLC or an affiliate of any of them.

          7.  Covenants of the Employee.
              -------------------------

          (a)  Non-Competition.  Except with respect to a termination described 
in Section 6(b) or 6(d) hereof, until the first anniversary of the date of the 
termination of the Employee's employment hereunder, the Employee shall not, 
directly or indirectly, be associated with any entity which competes with the 
Company and whose primary business is, or personally engage in, the same line of
business of the Company, whether as a director, officer, employee, agent, 
consultant, partner, owner, independent contractor or otherwise.

          (b)  Non-Solicitation of Employees of the Employer.  Until the first 
anniversary of the date of the termination of the employment of the Employee 
hereunder, the Employee shall not, and shall cause each business or entity with 
which he shall become associated in any capacity not to, solicit for employment 
or employ any person who is then, or who was at any time after the date four 
months prior to the date of such termination, employed in a professional or 
managerial position by the Company, its subsidiaries or affiliates.

          (c)  Confidentiality.  The Employee agrees and acknowledges that the 
Confidential Information (as hereinafter defined) of the Company and its 
subsidiaries and affiliates, is valuable, special and unique to their business; 
that such business depends on such Confidential Information; and that the 
Company wishes to protect such Confidential

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Information by keeping it confidential for the use and benefit of the Company 
and its subsidiaries and affiliates.  Based on the foregoing, the Employee 
agrees to undertake the following obligations with respect to such Confidential 
Information:

               (i)    the Employee agrees to keep any and all Confidential
          Information in trust for the use and benefit of the Company and its
          subsidiaries and affiliates;

               (ii)   the Employee agrees that, except as required by applicable
          law or as authorized in writing by the Board, he will not at any time
          during or after the termination of his employment hereunder, disclose,
          directly or indirectly, any Confidential Information of the Company or
          any of its subsidiaries or affiliates;

               (iii)  the Employee agrees to take all reasonable steps
          necessary, or reasonably requested by the Company, to ensure that all
          Confidential Information is kept confidential for the use and benefit
          of the Company and its subsidiaries and affiliates; and

               (iv)   the Employee agrees that, upon termination of his
          employment hereunder or at any other time the Company may in writing
          so request, he will promptly deliver to the Company all materials
          constituting Confidential Information (including all copies thereof)
          that are in his possession or under his control. The Employee further
          agrees, that if requested by the Company, to return any Confidential
          Information pursuant to this subparagraph (iv), he will not make or
          retain any copy or extract from such materials.
          
          For purposes of paragraph (c) of this Section 7, "Confidential 
Information" means any and all information developed by or for the Company or 
any of its subsidiaries or affiliates of which the Employee gains or has 
acquired knowledge during or prior to the Term by reason of his employment with 
the Company that is (A) not generally known in any industry in which the Company
or any of its subsidiaries or affiliates is or may become engaged or (B) not 
publicly available.  Confidential Information includes, but is not limited to, 
any and all information developed by or for the Company or any of its 
subsidiaries or affiliates concerning plans, marketing and sales methods, 
customer lists, materials, processes, business forms, procedures, devices, plans
for development of products, services or expansion into new areas or markets, 
internal operations, and any trade secrets and proprietary information of any 
type owned by the Company or any of its subsidiaries or affiliates, together 
with all written, graphic and other materials relating to all or any part of the
same.

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          8.   Successors; Assignment.
               ----------------------

          (a)  The Company.  The Company may assign any of its rights and 
obligations hereunder, without the written consent of the Employee, in 
connection with a Change of Control. This Agreement shall be binding upon and 
shall inure to the benefit of the Company and its successors and assigns.

          (b)  The Employee.  Neither this Agreement nor any right or interest 
hereunder may be assigned by the Employee, his beneficiaries, or legal 
representatives without the prior written consent of the Board; provided, 
however, that nothing in this Section 8 shall preclude (i) the Employee from 
designating a beneficiary to receive any benefit payable hereunder upon his 
death, or (ii) the executors, administrators, or other legal representatives of 
the Employee or his estate from assigning any rights hereunder to distributes, 
legatees, beneficiaries, testamentary trustees or other legal heirs of the 
Employee.

          9.   Notices. All notices and other communications hereunder shall be 
in writing and shall be deemed to have been given when delivered by hand, mailed
by first-class registered or certified mail, postage prepaid and return receipt 
requested, or delivered by overnight courier addressed as follows:

               (i)    If to the Company:

                      Van de Kamp's, Inc.
                      1000 St. Louis Union Station
                      St. Louis, Missouri 63103

                      with a copy to:

                      VDK Foods LLC
                      c/o Dartford Partnership, L.L.C.
                      801 Montgomery Street
                      Suite 400
                      San Francisco, CA 94133

               (ii)   If to the Employee:

                      2101 Saddlebred Court
                      Chesterfield, Missouri 63005

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or, in each case, at such other address as may from time to time be specified to
the other party in a notice similarly given.

          10.  Governing Law;  Expenses.

          (a)  Governing Law.  This Agreement shall be governed by and construed
in accordance with the laws of the State of New York without giving effect to 
the conflicts of law principles thereof.

          (b)  Expenses.  All costs and expenses (including attorneys' fees) 
incurred in connection with any claim, dispute or litigation pertaining to 
this Agreement shall be paid by the party incurring such expenses.

          11.  Entire Agreement.  This Agreement contains the entire agreement
of the parties and their affiliates relating to the subject matter hereof and
supersedes all prior agreements, representations, warranties and understandings,
written or oral, with respect thereto.

          12.  Severability.  If any term or provision of this Agreement or the 
application thereof to any person, property or circumstance shall to any extent 
be invalid or unenforceable, the remainder of this Agreement, or the application
of such term or provision to persons, property or circumstances other than those
as to which it is invalid or unenforceable, shall not be affected thereby, and 
each term and provision of this Agreement shall remain valid and enforceable to 
the fullest extent permitted by law.

          13.  Remedies.

               (a)  Injunctive Relief.  The Employee acknowledges and agrees 
that the covenants and obligations of the Employee contained in subsections (a),
(b) and (c) of Section 7 hereof relate to special, unique and extraordinary 
matters and are reasonable and necessary to protect the legitimate interests of 
the Company and its subsidiaries and affiliates and that a breach of any of the 
terms of such covenants and obligations will cause the Company irreparable 
injury for which adequate remedies at law are not available. Therefore the 
Employee agrees that the Company shall be entitled to an injunction, 
restraining order, or other equitable relief from any court of competent 
jurisdiction, restraining the Employee from any such breach.

               (b)  Remedies Cumulative.  The Company's rights and remedies
under this Section 13 are cumulative and are in addition to any other rights and
remedies the Company may have at law or in equity.

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          14.  Withholding Taxes.  The Company may deduct any federal, state or 
local withholding or other taxes from any payments to be made by the Company 
hereunder in such amounts which the Company reasonably determine are required to
deduct under applicable law.

          15.  Amendments, Miscellaneous, etc.  Neither this Agreement nor any 
term hereof may be changed, waived, discharged or terminated except by an 
instrument in writing signed by the party against which such change, waiver, 
discharge or termination is sought to be enforced.  This Agreement may be 
executed in one or more counterparts, each of which shall be deemed an original,
and all of which together shall constitute one and the same instrument.  The 
headings contained in this Agreement are for reference purposes only and shall 
not affect in any way the meaning or interpretation of this Agreement.

          IN WITNESS WHEREOF, the parties hereto have duly executed and 
delivered this Agreement as of the date first written above.


                                       VAN DE KAMP'S, INC.



                                       By: /s/ T. Ellinwood
                                          --------------------------
                                          Name:  T. ELLINWOOD
                                          Title:  President


                                       /s/ Gregory L. Smith
                                       -----------------------------
                                       GREGORY L. SMITH



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                                                                      SCHEDULE A
                                                                      ----------


                     RESPONSIBILITIES OF VICE PRESIDENT -
                        MANUFACTURING AND DISTRIBUTION
                     ------------------------------------


          Reporting to the President, the Vice President of Manufacturing and 
Distributing is responsible for all aspects of product planning, conversion,
packaging and distribution for the company's three manufacturing facilities. He
also has direct responsibility for the customer service, order fulfillment,
distribution and quality assurance functions. He is indirectly responsible for
the consumer affairs and regulatory functions of the company. His key
responsibilities are as follows:

          .    Lead the Supply Chain initiative to significantly reduce
               operating costs and improve asset utilization.

          .    Optimize the distribution network.

          .    Develop and implement the staff, systems and procedures to ensure
               product availability in excess of 99%.
          
          .    Ensure that the appropriate quality programs are in place that 
               optimize weight control and ensure product and consumer safety.


          .    Ensure that the appropriate safety programs are in place to 
               ensure employee well-being.

          .    Develop and implement the strategic direction for the consumer 
               affairs department.

          .    Ensure compliance with all Local, State and Federal regulations.

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