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                                                                    Exhibit 10.5

                              EMPLOYMENT AGREEMENT

         This Employment Agreement (the "Agreement") is made and entered into
between Overhill Farms, Inc., a Nevada Corporation (the "Company") and Andrew
Horvath (the "Employee"), a resident of Huntington Beach, California, as of the
first day of November, 1999.

                                    ARTICLE I

         Section 1.1:      Employment. The Company hereby employs the Employee
                           as Senior Vice President and Chief Financial Officer
                           of the Company, and Employee hereby accepts
                           employment in such capacity, upon and subject to the
                           terms and conditions of this Agreement.

                                   ARTICLE II

         Section 2.1:      Term. Subject to the provisions for termination
                           hereinafter, provided, the initial terms of this
                           Agreement shall begin on the 1st day of November,
                           1999, and shall end three (3) years thereafter. This
                           Agreement shall continue from year to year thereafter
                           unless terminated by either party hereto as herein
                           provided.

         Section 2.2:      Compensation. For all services rendered by the
                           Employee under this Agreement, the Company shall pay
                           the Employee a salary of $140,000 per year during the
                           term of this Agreement, payable in monthly
                           installments on or before the last day of each month
                           during the full term hereof, or in such other
                           convenient periodic payments as the Company and the
                           Employee may mutually agree. The Company will review
                           salary on an annual basis consistent with usual
                           Company practice. The Employee will be entitled to
                           participate in any Stock Option or Bonus Plans
                           offered by the Company.

         Section 2.3:      Other Benefits. During the Employment Term the
                           Company shall provide Employees with the same
                           insurance and other benefits that the Company makes
                           available to other employees in accordance with the
                           Company's policies as they exist from time to time.

         Section 2.4:      Vacation and Sick Pay. The Employee shall be
                           entitled to an annual vacation of fifteen (15)
                           business days with full pay. Such vacation shall be
                           taken at a time selected by the Employee. In
                           addition, the Employee shall be entitled to ten (10)
                           business days per year as sick leave or personal
                           business days with full pay.

         Section 2.5:      Holidays.  The Employee shall be entitled to a
                           holiday with full pay on New Year's Day, Memorial
                           Day, Independence Day, Labor Day,

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                           Thanksgiving Day, Christmas Day, and such other days
                           as the Companies shall from time to time determine.

         Section 2.6:      Business Expenses. The Employee is authorized to
                           incur reasonable and necessary business expenses in
                           the performance of the Employee's duties under this
                           Agreement, including expenditures for travel and
                           entertainment. The Company will reimburse the
                           Employee from time to time for all such business
                           expenses.

         Section 2.7:      Automobile Allowance.  The Employee shall be entitled
                           to an automobile allowance consistent with usual
                           Company practice.

                                            ARTICLE III

         Section 3.1:      Duties.  The Employee shall carry out those duties
                           normally assigned to the Vice President and Chief
                           Financial Officer of similar corporations.

         Section 3.2:      Disclosure of Information.  The Employee recognizes
                           and acknowledges that his position with the Company
                           is one of the highest trust and confidence by reason
                           of his access to confidential and proprietary
                           business information of the Company. The Employee
                           will not, during his employment and for a period of
                           six (6) months after the termination of his
                           employment hereunder, unless required by law or
                           regulation, disclosure any information obtained from
                           the Company that is not otherwise publicly available,
                           or any person or entity doing business with the
                           Company which information is given and disclosed t
                           him during the course of employment with the Company,
                           to any person, firm, corporation, association or
                           other entity for any reason or purpose whatsoever
                           without the express approval or direction of the
                           Board of Directors of the Company.

                                            ARTICLE IV

         Section 4.2:      Resignation of the Employee. In the event of the
                           termination of this Agreement prior to the completion
                           of the term of employment specified above by the
                           voluntary resignation of the Employee, the Employee
                           shall be entitled to:

         (a)      His base salary earned prior to the date of termination as
                  provided for in Section 2.2 of this Agreement computed pro
                  rata up to and including the date of termination or
                  resignation;

         (b)      Accrued but unused vacation, sick leave, and personal business
                  days;

         (c)      Reimbursement for reasonable and necessary business expenses
                  incurred before resignation; and

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         (d)     All amounts to which the Employee is entitled under the
                 Companies' Profit Sharing Plan.

         Section 4.2:      Termination by Reason of Death or Disability.

         (a)     Upon the death of the Employee, the Employment Term shall
                 automatically terminate on the last day of the month in which
                 the death of Employee occurs.

         (b)     If Employee is determined to be Disabled (as hereinafter
                 defined) then the Companies may, upon thirty (30) days written
                 notice to Employee, terminate Employee's employment hereunder,
                 but in addition to the benefits described in Section 4.2(c)
                 below, Employee shall continue to receive full salary for six
                 months or until he is eligible to receive any benefits to
                 which he may be entitled under the terms of the long-term
                 disability coverage provided by he Company. For the purposes
                 of this Agreement, the "Disability" of Employee shall mean any
                 incapacity or inability to perform Employee's normal or
                 assigned duties to the Company, in either case due to injury
                 or illness (physical or mental), for a period of at least
                 forty-five (45) days out of any calendar year.

         (c)     Upon termination of employment pursuant to Section 4.2(a) or
                 (b) of the Employee or his estate shall be entitled to receive:

         (i)     The base salary provided by Section 2.2 that the Employee was
                 then receiving through the date of termination as provided
                 above;

         (ii)    All bonuses earned through the date of termination, paid in
                 accordance with the terms of the bonus plan pursuant to which
                 the bonus was earned;

         (iii)   Accrued but unused vacation and sick leave pay;

         (iv)    Reimbursement for reasonable and necessary business expenses
                 previously incurred.

         (v)     All amounts to which the Employee is entitled under any Profit
                 Sharing Plan of the Company.

         Section 4.3:      Termination by the Company for Cause. Subject to
                           any opportunity to cure on the part of Employee, the
                           Company may for cause (as hereinafter defined)
                           terminate Employee's employment hereunder upon
                           written notice specifying the particulars of the
                           Cause. "Cause" shall mean:

         (a)      Any international material breach by the Employee of any of
                 the terms and conditions of this Agreement;

         (b)      A breach of Employee's fiduciary duties to the Company;

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         (c)     Misappropriation of any material amount of the Company's
                 assets; or

         (d)     Employee's habitual negligence or nonfeasance in the
                 performance of his duties hereunder; and

         With respect to any of the events specified in (a), (b), (c) and (d)
above, the Company will provide Employee with written notice thereof and a ten
(10) working day opportunity to cure such matter to the satisfaction of the
Company.

         In the event of the termination of this Agreement for any of the
reasons set forth in this Section 4.3 the Employee shall be entitled to receive:

         (a)     His base salary earned prior to the date of termination as
                 provided in Section 2.2 of this Agreement computed pro rata up
                 to and including the date of termination;

         (b)     All amounts to which the Employee is entitled under the
                 Company's Profit Sharing Plan; and

         (c)     Any bonuses earned through the date of termination, paid in
                 accordance with the terms of the bonus plan pursuant to which
                 any bonus may have been earned. The Employee's share of any
                 annual cash bonus pool shall be computed pro rata based on the
                 actual number of days during the year the Employee was
                 employed by the Company; provided, however, nothing herein
                 shall be construed to require the Company to calculate or pay
                 any bonus prior to the regularly scheduled time for making
                 such calculation or payment; and

         (d)     Any accrued but unused vacation and sick leave pay.

         Section 4.4:      Termination on Grounds Other Than Cause,
                           Disability or Death. Should the Employee's employment
                           hereunder be terminated by the Company on grounds
                           other than for Cause, disability, resignation or
                           death, the Employee shall be entitled to receive, as
                           the Employee's sole remedy and as liquidated damages:

         (a)      The greater of (i) the base salary that the Employee was then
                  receiving for the remainder of the term of employment set
                  forth in Section 2.2 above, or (ii) $200,000, paid in a lump
                  sum; and

         (b)      Any bonuses earned through the date of termination, paid in
                  accordance with the terms of the bonus plan pursuant to which
                  any bonus may have been earned. The Employee's share of any
                  annual cash bonus pool shall be computed pro rata based on the
                  actual number of days during the year the Employee was
                  employed by the Companies; provided, however, nothing herein
                  shall be construed to require the Companies to calculate or
                  pay any bonus prior to the regularly scheduled time for making
                  such calculation or payment.

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         (c)     Accrued but unused vacation and sick leave pay;

         (d)     Reimbursement for reasonable and necessary business expenses
                 previously incurred;

         (e)     All amounts to which the Employee is entitled under any Profit
                 Sharing Plan of the Company;

         (f)     Monthly payments for one year equal to the monthly premium
                 required by the Employee to maintain his life and health
                 insurance benefits pursuant to the Consolidated Omnibus Budget
                 Reconciliation Act of 1985 ("COBRA") under the Company's group
                 insurance plans.

                                    ARTICLE V

         Section 5.1:      Covenant Not to Compete. During the period of
                           this Agreement and expiring one (1) year after the
                           end of Employee's employment by the Company, Employee
                           shall not, without the approval of the Board of
                           Directors, directly or indirectly compete with
                           Company in the manufacture, sale or distribution of
                           frozen foods or in any other businesses in which the
                           Company may then be active.

                                   ARTICLE VI

         Section 6.1:      Notices. Any notice required or permitted to be
                           given under this Agreement shall be in writing and
                           shall be deemed to have been duly given on the date
                           of service if served personally on the party to whom
                           notice is to be given, or on the third (3) day after
                           mailing if mailed to the party to whom notice is to
                           be given properly addressed, certified mail, return
                           receipt requested, postage prepaid, addressed as
                           follows:

         Section 6.1.1:    In the case of Employee, to his residence as shown on
                           the Company's records; and

         Section 6.1.2:    In the case of the Company, to its principal offices.

         Section 6.2:      Waiver of Breach. The waiver by the Company or
                           the Employee of a breach of any provision of this
                           Agreement by the other party hereto shall not operate
                           or be construed as a waiver of any subsequent breach
                           of the same or any other provision hereof by the same
                           party.

         Section 6.3:      Assignment.  Neither the Company nor the Employee may
                           assign rights or obligations under this Agreement.

         Section 6.4:      Benefit.  This Agreement shall be binding upon and
                           inure to the benefit of the legal representatives,
                           successors and assigns of the Company and the
                           Employee.

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         Section 6.5:      Amendments.  No charge, alteration or amendment to
                           this Agreement shall be valid or binding upon the
                           parties hereto unless made in writing and signed by
                           both parties hereto.

         Section 6.6:      Construction.  This Agreement constitutes the entire
                           understanding between the parties and the parties
                           here by declare that there are no oral or other
                           agreements or understandings between them. This
                           Agreement supersedes all previous agreements between
                           the parties.

         Section 6.7:      Multiple Counterparts. This Agreement is being
                           executed in multiple identical counterparts, each of
                           which shall be deemed an original, and all of which
                           taken together shall constitute but one and the same
                           instrument; but in making proof of this Agreement, it
                           shall not be necessary to produce or account for more
                           than one counterpart executed by the party sought to
                           be charged with performance hereunder.

         Section 6.8:      Jurisdiction. The parties agree that the courts of
                           the State of California, and any courts whose
                           jurisdiction is derivative on the jurisdiction of the
                           courts of the State of California, shall have
                           personal jurisdiction over all parties to this
                           Agreement.

         Section 6.9:      Attorneys' Fees. If any civil action, whether at law
                           or in equity, is necessary to enforce or interpret
                           any of the terms of this Agreement, the prevailing
                           party shall be entitled to reasonable attorneys'
                           fees, court costs and other reasonable expense of
                           litigation, in addition to other relief to which such
                           party may be entitled.

         Section 6.10:     Headings and Pronouns. The subject headings of the
                           sections of this Agreement are included for purposes
                           of convenience only, and shall not affect the
                           construction or interpretation of any of its
                           provisions. All pronouns and any variations thereof
                           shall be deemed to refer to the masculine, feminine,
                           neuter, singular or plural as the identity of the
                           entities or persons referred to may require.

IN WITNESS HEREOF, this Agreement has been executed by the Employee and the duly
authorized officer of the Company on the day and year first above written
effective on the date hereinabove set forth.

            /s/ Andrew Horvath
Employee:  _______________________          Company:

                                            Overhill Farms, Inc.

                                                 /s/ James Rudis
                                            By: ________________________________
                                                James Rudis
                                                President

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