Exhibit 10(xx)

                             SHAREHOLDER AGREEMENT

     THIS SHAREHOLDER AGREEMENT dated July 22, 1995 (the "Agreement"), is made
by  and among INTERSTATE BAKERIES CORPORATION, a Delaware corporation ("IBC"),
RALSTON  PURINA  COMPANY,  a  Missouri  corporation  ("RPC")  and  VCS HOLDING
COMPANY,  a  Delaware corporation and a wholly-owned subsidiary of RPC ("VCS")
(RPC,  VCS and any of their Affiliates (as defined below) which own IBC Equity
(as  defined  below)  are  collectively  referred  to  as  "Ralston").

     WHEREAS, pursuant to that certain Sale and Purchase Agreement dated as of
April  12,  1995  (the  "Purchase  Agreement")  by and among IBC, RPC, VCS and
CONTINENTAL BAKING COMPANY, a Delaware corporation and wholly-owned subsidiary
of  VCS  ("CBC"),
IBC  acquired all of the outstanding shares of capital stock of CBC, par value
$100  per  share,  from VCS in exchange for cash in the amount of $220,000,000
and  16,923,077  shares  of  IBC  Stock  (as  defined  below);  and

     WHEREAS,  the  parties  hereto  desire  to  enter  into this Agreement to
provide  for certain rights and restrictions with respect to the shares of IBC
Equity.

     NOW,  THEREFORE, in consideration of the mutual covenants and obligations
set  forth  herein,  each  of  IBC  and  Ralston  agree  as  follows:

                                   ARTICLE I
                                  DEFINITIONS

     As  used  in  this Agreement, and unless the context requires a different
meaning, the following terms (whether used in the singular or plural) have the
meanings  indicated.  Any term used and not defined herein has the meaning set
forth  in  the  Purchase  Agreement.

     Section  1.1      Affiliate.  An "Affiliate" of a Person, means any other
Person  that  directly  or  indirectly  through  one  or  more  intermediaries
Controls,  is controlled by or is under common control with such Person.  When
used  in  this  Agreement  with respect to IBC, the term applies only to other
Persons  that are Affiliates, as so defined, as of the date of this Agreement.

     Section  1.2        Applicable Acceptance Period.  "Applicable Acceptance
Period"  has  the  meaning  set  forth  in  Section  4.1(c) of this Agreement.

     Section 1.3     Associate.  An "Associate" of a Person, means any of such
Person's  directors,  officers,  shareholders,  representatives,  trustees,
employees,  attorneys,  advisors,  or  agents.

     Section  1.4     Business Day.  "Business Day" means any day other than a
Saturday,  Sunday  or  legal  holiday  for  commercial  banks  in Kansas City,
Missouri.

     Section  1.5          CBC.   "CBC" has the meaning set forth above in the
recitals  to  this  Agreement.

     Section 1.6     Closing.  "Closing" means the closing of the transactions
contemplated  by  the  Purchase  Agreement.

     Section  1.7      Control.  "Control" (including the terms "controlling,"
"controlled  by"  and "under common control with") means the possession of the
power,  directly  or  indirectly,  (a)  to  elect  a  majority of the board of
directors  (or equivalent governing body) of the entity in question; or (b) to
direct  or  cause  the  direction  of  the  management and policies of or with
respect  to  the  entity  or  assets in question, whether through ownership of
securities,  by  contract  or  otherwise.

     Section 1.8     Demand Notice.  "Demand Notice" has the meaning set forth
in  Section  5.1  of  this  Agreement.

     Section  1.9          Demand Registration.  "Demand Registration" has the
meaning  set  forth  in  Section  5.1  of  this  Agreement.

     Section  1.10          Exchange Act.  "Exchange Act" means the Securities
Exchange  Act  of  1934, as amended, and the rules and regulations thereunder.

     Section 1.11     First Offer.  "First Offer" has the meaning set forth in
Section  4.1(a)  of  this  Agreement.

     Section  1.12          First  Registration  Rights  Agreement.    "First
Registration  Rights  Agreement"  has  the meaning set forth in Section 5.5 of
this  Agreement.

     Section  1.13       Group.  "Group" means any group of Persons within the
meaning  of  Section  13(d)(3)  of  the  Exchange  Act.

     Section  1.14          IBC.  "IBC" has the meaning set forth above in the
recitals  to  this  Agreement.

     Section  1.15     IBC Call.  "IBC Call" means the right of IBC to acquire
certain  IBC  Equity  pursuant  to  Section  9.1(a)  of  this  Agreement.

     Section  1.16         IBC Equity.  "IBC Equity" means shares of IBC Stock
acquired  by  Ralston  at  the  Closing  and  any  other IBC Securities owned,
beneficially  or  of  record,  by  Ralston at any time during the term of this
Agreement.

     Section  1.17     IBC Indemnified Party.  "IBC Indemnified Party" has the
meaning  set  forth  in  Section  8.1(a)  of  this  Agreement.

     Section  1.18     IBC Market Price.  "IBC Market Price" means the average
of  the closing sale prices of the class of IBC Securities being valued on the
New  York  Stock Exchange or if such IBC Securities are not listed or admitted
to  trading  on  the  New  York  Stock  Exchange, as reported in the principal
consolidated transaction reporting system of the principal national securities
exchange  on  which  the  security  is  listed or admitted to trading, for the
twenty (20) trading days which end on the day immediately prior to the date of
the  (i)  Notice of Exercise delivered pursuant to an IBC Call; (ii) Notice of
Intention; (iii) Demand Notice; or (iv) Incidental Notice, as the case may be.
If  the  IBC  Securities are not listed or admitted to trading on any national
securities exchange, the IBC Market Price means the last quoted sale price or,
if  not  so  quoted,  the  average of the high bid and low asked prices in the
over-the-counter market, as reported by the National Association of Securities
Dealers,  Inc.  Automated  Quotations System or such other system then in use,
for  the  twenty  (20)  trading days which end on the day immediately prior to
such  date,  or, if on any such trading day such IBC Securities are not quoted
by  any  such organization, the average of the closing bid and asked prices as
furnished  by  two  professional  market  makers  making  a  market  in  such
securities,  one  selected  in good faith by the board of directors of IBC and
the  other  selected  in good faith by Ralston.  If the IBC Securities are not
publicly held or so listed or publicly traded, IBC Market Price means the cash
price  at which a willing seller would sell and a willing buyer would buy such
securities  in  an  arm's-length  negotiated  transaction  without  undue time
restraints,  as  determined  in  good  faith  by,  an  investment banking firm
selected  by  agreement  between  IBC  and  Ralston

     Section  1.19     IBC Stock.  "IBC Stock" means the $.01 par value common
stock  of  IBC.

     Section  1.20          IBC Securities.  "IBC Securities" means any voting
securities of IBC or its affiliates, including any securities convertible into
or  exercisable  or  exchangeable  for  any  voting  securities  of  IBC.

     Section  1.21     Incidental Notice.  "Incidental Notice" has the meaning
set  forth  in  Section  5.3(a)  of  this  Agreement.

     Section  1.22          Loss.  "Loss" has the meaning set forth in Section
8.1(a)(i)  of  this  Agreement.

     Section  1.23     Marketable Number.  "Marketable Number" has the meaning
set  forth  in  Section  5.3(b)  of  this  Agreement.

     Section  1.24          Notice  of Exercise.  "Notice of Exercise" has the
meaning  set  forth  in  Section  4.1(c)  of  this  Agreement.

     Section  1.25         Notice of Intention.  "Notice of Intention" has the
meaning  set  forth  in  Section  4.1(b)  of  this  Agreement.

     Section  1.26       Offered Shares.  "Offered Shares" has the meaning set
forth  in  Section  4.1(b)  of  this  Agreement.

     Section  1.27         Person.  "Person" means an individual, corporation,
partnership, trust, incorporated or unincorporated association, joint venture,
joint  stock  company,  limited liability company, government (or an agency or
political  subdivision  thereof)  or  other  entity  of  any  kind.

     Section  1.28          Purchase  Agreement.  "Purchase Agreement" has the
meaning  set  forth  above  in  the  recitals  to  this  Agreement.

     Section  1.29         RAL Stock.  "RAL Stock" means RPC's Ralston-Ralston
Purina  Group  Common Stock, $.10 par value per share, or any such other class
of  common  stock  of  RPC  at  any  time  outstanding.

     Section  1.30      Ralston.  "Ralston" has the meaning set forth above in
the  recitals  to  this  Agreement.

     Section  1.31     Ralston Indemnified Party.  "Ralston Indemnified Party"
has  the  meaning  set  forth  in  Section  8.1(b)  of  this  Agreement.

     Section  1.32     Registration Statement.  "Registration Statement" means
any  registration  statement  or  comparable  document  under Section 5 of the
Securities  Act  through  which a public sale or disposition of IBC Securities
may  be  registered  other  than  a  registration statement (a) relating to an
Employee  Benefit  Plan  or similar plan, or a business combination; or (b) on
any  form  that  is  not  available  for  a  secondary  offering.

     Section  1.33          RPC.  "RPC" has the meaning set forth above in the
recitals  to  this  Agreement.

     Section 1.34     SEC.  "SEC" means the Securities and Exchange Commission
or  other  federal  agency  at  the time administering the Securities Act, the
Exchange  Act  or  any  successor  acts  thereto.

     Section 1.35   Securities Act.  "Securities Act" means the Securities Act
of  1933,  as  amended,  and  the  rules  and  regulations  thereunder.

     Section  1.36         Securities Exchange Act.  "Securities Exchange Act"
means  the  Securities  Exchange  Act  of  1934, as amended, and the rules and
regulations  thereunder.

     Section 1.37     Transfer.  "Transfer" with respect to all or any part of
the  IBC  Equity  means  to  directly or indirectly (whether or not through an
underwriter)  offer,  sell,  convey,  distribute,  transfer  (by  merger  or
otherwise),  assign,  devise, exchange, encumber, gift, pledge, hypothecate or
otherwise  dispose  of  such  IBC  Equity.

     Section  1.38          VCS.  "VCS" has the meaning set forth above in the
recitals  to  this  Agreement.

                  ARTICLE II STANDSTILL AND VOTING PROVISIONS

     Section  2.1      Standstill Covenants.  Unless specifically requested or
permitted  in writing in advance by the Chairman of the Board of IBC or unless
otherwise  permitted  in  this  Agreement, Ralston agrees that until the sixth
anniversary  date  of  this  Agreement,  it  will not, directly or indirectly:

(a)          acquire,  offer  to  acquire,  or agree to acquire by purchase or
otherwise,  any  IBC  Securities  except  as  a result of a stock split, stock
dividend  or  similar  recapitalization  by  IBC;

(b)      except in the ordinary course of business, acquire, offer to acquire,
or  agree  to  acquire  by  purchase  or  otherwise,  any  assets  of  IBC;

(c)     initiate, solicit, propose, seek to effect or negotiate, alone or with
any  other  Person, (i) any form of business combination transaction involving
IBC  or  any Affiliate thereof, or (ii) any restructuring, recapitalization or
similar  transaction  with  respect  to  IBC  or  any  Affiliate  thereof;

(d)      initiate, solicit, propose, seek to effect, negotiate, or announce an
intent  to  make,  alone  or with any other Person, any tender offer, exchange
offer,  merger,  consolidation  or  share  exchange for any IBC Securities, or
disclose  an intent, purpose, plan or proposal with respect to IBC, any of its
Affiliates  or  any  IBC  Securities  inconsistent with the provisions of this
Agreement;

(e)        make, or in any way participate in, any "solicitation" of "proxies"
(as  such  terms are defined or used in Regulation 14A under the Exchange Act)
with  respect to IBC or any of its Affiliates or become a "participant" in any
"election contest" (as such terms are defined or used in Rule 14a-11 under the
Exchange  Act)  involving  IBC  or  any  of  its  Affiliates;

(f)      initiate, solicit, or propose the approval of one or more shareholder
proposals with respect to IBC or any of its Affiliates or induce or attempt to
induce  any  other  Person  to  initiate  any  such  shareholder  proposal;

(g)        form, join or in any way participate in a Group with respect to the
IBC  Securities;

(h)     except as expressly provided herein, seek election to or seek to place
a  representative on the board of directors of IBC or any of its affiliates or
seek  the removal of any member of the board of directors of IBC or any of its
Affiliates;

(i)          except for participation on the board of directors of IBC, act in
concert  with  any  other  Person to seek to affect the management or board of
directors  of  IBC  or  any  of  its Affiliates or the business, operations or
affairs  of  IBC  or  any  of  its  Affiliates;

(j)      call or seek to have called any meeting of the shareholders of IBC or
any  of  its  Affiliates;

(k)         disclose to any third party or in any filing with any governmental
authority  any  intention,  plan  or  arrangement inconsistent with any of the
foregoing or with the restrictions on transfer set forth in this Agreement; or

(l)          enter  into  any  discussions,  negotiations,  arrangements  or
understandings  with  any third party with respect to any of the foregoing, or
advise,  assist,  encourage  or  influence any other Person to take any action
with  respect  to  any  of  the  foregoing.

     Section  2.2     Issuance of IBC Securities.  Notwithstanding anything in
Section  2.1  herein, during the term of this Agreement, if IBC issues any IBC
Securities in a public offering (other than a public offering of Ralston's IBC
Equity)  or as consideration in an acquisition, Ralston may purchase in one or
more  open market transactions or otherwise that number of shares necessary to
bring  its  percentage  of  ownership  in IBC to the same level as immediately
prior  to  such  offering or acquisition; provided, however, that Ralston must
still  comply  with  the  provisions  of  Section  10.6.

     Section  2.3        Voting of IBC Equity.  Ralston agrees that during the
term of this Agreement, with respect to the election of directors of IBC, each
class  of  IBC  Equity  owned by Ralston shall be voted (i) "for" the nominees
recommended  by  the  Board of Directors of IBC, provided IBC is in compliance
with  the terms of Section 10.2 of this Agreement, (ii) in accordance with the
recommendation of the Board of Directors of IBC on each proposal of a security
holder  pursuant  to  Rule 14a-8 under the Securities Exchange Act, so long as
the  subject  matter of such proposal does not fall within the proviso hereto,
and,  (iii)  with  respect  to  all  other matters requiring a vote of the IBC
Equity, "for" any proposal in the same proportion as the votes cast "for" such
proposal by the holders of the IBC Securities of the same class (excluding the
IBC  Equity  owned  by  Ralston),  and  "against"  any  proposal  in  the same
proportion  as  the  votes cast "against" such proposal by the holders of each
such  class  of IBC Securities (excluding the IBC Equity owned by Ralston) and
that  with  respect  to  broker  non-votes  and abstentions, each class of IBC
Equity  owned  by Ralston will be voted in the same proportion as votes deemed
"for,"  "against"  or  "abstain,"  giving  the  effect to broker non-votes and
abstentions  as  required  under the laws and rules then applicable; provided,
however,  that  Ralston  shall  retain the right to vote its IBC Equity in any
manner  it sees fit with respect to any proposals for (1) the merger of IBC or
any subsidiary of IBC with or into any other corporation, (2) the sale, lease,
exchange,  transfer  or  other  disposition of all or substantially all of the
assets of IBC and all of its subsidiaries taken together as a single business,
or  (3)  the  creation  of  any  other class of stock with voting rights.  The
provisions  of  this  Section  2.3 shall apply to both the casting of votes at
meetings  of  shareholders  and  execution  of  actions  by  written  consent.


                    ARTICLE III    TRANSFERS OF IBC EQUITY

     Section  3.1          Restrictions  on Transfer.  During the term of this
Agreement,  Ralston  agrees  that  it  will not, and it will cause each of its
Affiliates  who  acquire  IBC  Equity pursuant to Sections 3.2(c) or 3.3(c) of
this  Agreement  not to, Transfer any IBC Equity, except as permitted by or in
accordance  with  this  Agreement.

     Section  3.2       Exceptions to Restrictions.  Subject to all applicable
laws,  the  restrictions on Transfer set forth in Section 3.1 hereof shall not
apply  to  any  of  the  following:

(a)         a Transfer of some or all of the IBC Equity pro rata to all of the
holders of the RAL Stock as a dividend or distribution or similar transaction;

(b)          a  Transfer  of  some or all of the IBC Equity to an Affiliate of
Ralston,  provided  that  such Affiliate shall agree to the provisions of this
Agreement and Ralston will remain liable for the performance by such Affiliate
of  its  obligations  under  this  Agreement;

(c)     a Transfer of some or all of the IBC Equity in accordance with Section
5.3  of  this  Agreement;

(d)          a  Transfer of some or all of the IBC Equity in any tender offer,
self-tender,  exchange  offer,  going private transaction or other transaction
involving  a Transfer which is recommended to shareholders of IBC by the board
of  directors  of  IBC;

(e)     a Transfer of some or all of the IBC Equity in accordance with Section
5.1  of  this  Agreement;  and

(f)      a Transfer of some or all of the IBC Equity allowed under Rule 144 of
the  Securities  Act.

     Section  3.3          Other  Transfers.   In the event Ralston desires to
Transfer  the IBC Equity in a manner not specifically permitted under Sections
3.2  of  this  Agreement, Ralston may submit a written Notice of Intention (as
defined  in Section 4.1 hereof) to IBC.  In the event IBC declines to purchase
the  IBC  Equity described in the Notice of Intention, and if, in the sole and
absolute  discretion of IBC, the Chairman of the Board of IBC notifies Ralston
in  writing that such Transfer may occur, the Transfer may proceed strictly in
accordance  with  Ralston's  Notice  of  Intention  and  with  any  terms  and
conditions  imposed  by  IBC  on  such  Transfer  and  the  transferee.

     Section 3.4     Improper Transfer.  Any attempt to Transfer any shares of
IBC  Equity  during  the  term  of  this Agreement not in accordance with this
Agreement  will be null and void and IBC will not give nor permit the transfer
agent  of  IBC  to  give  any  effect  to such attempted Transfer in its stock
records.

     Section  3.5          Restrictive  Legend.

(a)       A copy of this Agreement will be filed with the Secretary of IBC and
kept  with  the  records  of IBC.  All certificates representing shares of IBC
Equity  hereafter  issued  to  or  acquired by Ralston, if applicable, (or, if
applicable,  its  successors  in a Transfer pursuant to Section 3.3) will bear
the  following  legend  noted  conspicuously  on  such  certificates:

THE  SHARES  EVIDENCED  BY  THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT
ONLY,  AND  MAY  NOT  BE  OFFERED,  SOLD, TRANSFERRED (BY MERGER OR OTHERWISE)
ASSIGNED,  DEVISED,  EXCHANGED,  GIFTED,  PLEDGED,  HYPOTHECATED  OR OTHERWISE
DISPOSED  OF  UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED  (THE  "ACT")  AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS SUCH
TRANSFER  IS EXEMPT FROM REGISTRATION, AND AN ACCEPTABLE OPINION OF COUNSEL IS
DELIVERED  TO IBC WITH REGARD TO SUCH EXEMPTION, OR IS OTHERWISE IN COMPLIANCE
WITH  THE  ACT  AND  SUCH  STATE  SECURITIES  LAWS.

THE  SHARES  EVIDENCED  BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS ON
TRANSFER  AS  SET FORTH IN THE SHAREHOLDER AGREEMENT, DATED JULY 22, 1995.  NO
TRANSFER  OF  THESE  SHARES  WILL  BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND
CONDITIONS  OF  SUCH SHAREHOLDER AGREEMENT HAVE BEEN COMPLIED WITH IN FULL AND
NO  PERSON  MAY REQUEST INTERSTATE BAKERIES CORPORATION TO RECORD THE TRANSFER
OF  ANY SHARES IF SUCH TRANSFER IS IN VIOLATION OF SUCH SHAREHOLDER AGREEMENT.
A  COPY  OF  THE  SHAREHOLDER AGREEMENT IS ON FILE AT THE EXECUTIVE OFFICES OF
INTERSTATE  BAKERIES  CORPORATION  AND WILL BE FURNISHED WITHOUT CHARGE TO THE
HOLDER  OF  SUCH  SHARES  UPON  WRITTEN REQUEST.  THE SHARES EVIDENCED BY THIS
CERTIFICATE  ARE  SUBJECT  TO  RESTRICTIONS  ON  VOTING  PROVIDED  FOR  IN THE
SHAREHOLDER  AGREEMENT  AND  NO  VOTE  OF  SUCH  SHARES  THAT  CONTRAVENES THE
SHAREHOLDER  AGREEMENT  SHALL  BE  EFFECTIVE.

(b)    Until  such  time  as  the IBC Equity has been registered pursuant to a
registration  statement  under the Securities Act or sold pursuant to Rule 144
of  the  Securities  Act, the certificates representing IBC Equity (including,
without  limitation,  all  certificates  issued  upon  Transfer or in exchange
thereof  or  substitution therefor) will also bear any legend   required under
any  other  applicable  laws,  including  state  securities  or blue sky laws.

(c)  IBC may make a notation on its records or give stop-transfer instructions
to  any transfer agents or registrars for the IBC Equity in order to implement
the  restrictions  set  forth  in  this  Article  III  hereof.

(d)    In  the  event Ralston acquires any other or additional IBC Securities,
Ralston  will  submit all certificates representing such IBC Securities to IBC
so  that  the  legend  or  legends  required by this Section 3.5 may be placed
thereon.


                        ARTICLE IV RIGHT OF FIRST OFFER

     Section  4.1          Sales  by  Ralston.

(a)      Except for Transfers permitted by Section 3.2 (a), (b) or (e), during
the term of this Agreement, Ralston shall not sell any shares of IBC Equity to
any  Person unless it has first made an offer (the "First Offer") to sell such
shares  to  IBC  in accordance with this Article IV and such First Offer shall
have been rejected or not accepted within the Applicable Acceptance Period (as
hereinafter  defined).

(b)     First Offer to IBC s hall be set forth in the form of a notice made in
writing  (the "Notice of Intention") to IBC setting forth (i) Ralston's desire
to  make  a  sale;  and (ii) the number of shares of IBC Equity proposed to be
sold  (the  "Offered  Shares").

(c)        Upon receipt of the Notice of Intention, IBC will have the right to
purchase  the  Offered  Shares  at  the  IBC  Market Price, exercisable by the
delivery of an acceptance in the form of a notice in writing to Ralston by IBC
(the  "Notice  of Exercise") at any time within twenty (20) calendar days from
the  date  of  receipt  of the Notice of Intention (the "Applicable Acceptance
Period").    The  right  of  IBC to purchase IBC Equity will terminate if such
Notice  of Exercise is not delivered within Applicable Acceptance Period.  IBC
may  assign  its  right  to purchase the Offered Shares pursuant to a specific
Notice  of  Intention,  once  received  by  IBC,  to  any  Person, but may not
otherwise  assign  its  rights  under  this  Article  IV.

(d)          In the event that IBC exercises its right to purchase the Offered
Shares  in  accordance  with Section 4.1(c) hereof, then Ralston must sell the
Offered Shares to IBC at the IBC Market Price within twenty (20) days from the
date of receipt of the Notice of Exercise delivered by IBC, subject to receipt
of  any  required  material  third-party or governmental approvals, compliance
with  applicable laws and the absence of any injunction or similar legal order
preventing  such  transaction.

     Section 4.2     Purchase of the Offered Shares.  In the event IBC rejects
the First Offer or fails to deliver a Notice of Exercise within the Applicable
Acceptance  Period, then Ralston may (a) proceed with the Transfer pursuant to
Articles V, VI, VII and VIII hereof, if applicable, or (b) otherwise sell such
Offered  Shares  to  transferees  who  agree  to  be  bound  by  the terms and
conditions  of  this Agreement, in the case of a rejection, within ninety (90)
days  after  the  delivery  of  such rejection or, in the case of a failure to
deliver  a Notice of Exercise, within ninety (90) days after the expiration of
the Applicable Acceptance Period, subject to the other terms and conditions of
this  Agreement.

     Section  4.3     Waiting Period with Respect to Subsequent Transfers.  In
the event that IBC does not deliver a Notice of Exercise within the Applicable
Acceptance  Period  and Ralston does not sell the Offered Shares, then Ralston
may  not  offer  to  sell  any  additional  IBC Equity (other than the Offered
Shares) for a period of ninety (90) days from the expiration of the Applicable
Acceptance  Period.


                            ARTICLE V REGISTRATION

     Section  5.1        Demand  Registration.

(a)          During the term of this Agreement, upon Ralston's written request
specifying  the  intended  manner of disposition (a "Demand Notice"), IBC will
use  its  best  efforts  to prepare and file with the SEC, as expeditiously as
possible,  a  Registration  Statement  on an available form for which IBC then
qualifies  and which legal counsel for IBC deems appropriate and which form is
available for the sale of IBC Equity in accordance with the intended method of
distribution thereof to permit an offering of some or all of the shares of IBC
Equity  then  held  by  Ralston  and  use  its  best  efforts  to  cause  such
registration  statement  to  become  effective  (a  "Demand  Registration");
provided, however, that with respect to proposed dispositions of IBC Equity to
shareholders  of  Ralston,  Ralston  and  IBC  will  cooperate  and  use their
respective  reasonable  best  efforts to obtain a "no- action letter" from the
SEC  allowing  such  dispositions  without  registration.

(b)     A Demand Registration will not be deemed to have occurred until it has
become  effective  under  the Securities Act (unless Ralston delivers a Demand
Notice  and  subsequently  withdraws  the  Demand Notice, in which case such a
Demand  Registration  will be deemed to have occurred unless Ralston agrees to
pay  all  reasonable  out-of-pocket expenses associated with such registration
actually  incurred  by  IBC);  provided,  however,  that  if,  after  a Demand
Registration has become effective, the offering of IBC Equity pursuant to such
Demand Registration is prohibited by any stop-order, injunction or other order
or  requirement  of the SEC or other governmental agency or court, such Demand
Registration  will  be deemed not to have occurred (unless such prohibition on
the  sale  of  the  IBC Equity is based on actions or omissions of Ralston, in
which  case  such a Demand Registration will be deemed to have occurred unless
Ralston  agrees  to  pay all reasonable out-of-pocket expenses associated with
such  registration  actually  incurred  by  IBC).

(c)          IBC  will  only be obligated to effect a total of five (5) Demand
Registrations  under  Section  5.1  hereof  and  shall  not be obligated under
Section  5.1  hereof  to  effect  more than one (1) Demand Registration in any
twelve-  month  period  (except  that  during each of the twelve-month periods
commencing on the date hereof and on the fourth anniversary of this Agreement,
Ralston  shall  be  entitled  to  request up to two (2) Demand Registrations);
provided,  however,  that  IBC will not be required to register the IBC Equity
pursuant  to  a Demand Notice under Section 5.1 hereof if at such time (i) the
shares  of IBC Equity which Ralston is requesting to be registered pursuant to
Section  5.1  hereof  constitute  less than five percent (5%) of such class or
series of the outstanding IBC Securities so requested to be registered or (ii)
such  Demand Notice is given within six (6) months after the effective date of
any  other  registration  of  any  IBC  Securities  under  the Securities Act.

(d)          If any Demand Registration involves an underwritten offering, the
first  lead  underwriter,  and,  subject  to the last sentence of this Section
5.1(d),  any  other  underwriter  that  will  administer  the offering will be
selected  by  Ralston;  provided,  however,  that such underwriter(s) shall be
subject  to  the  approval  of  IBC  which  approval shall not be unreasonably
withheld.    In  the  event  there  is one or more co-managers, the first such
co-manager  shall  be  selected by IBC, provided that such co-manager shall be
subject  to  the approval of Ralston, which approval shall not be unreasonably
withheld.

(e)    If  any  Demand Registration involves an underwritten offering, then as
many shares of IBC Securities that IBC elects may be included in such offering
on the same terms and conditions as the IBC Equity; provided, however, that if
the managing underwriter(s) advises Ralston and IBC that, in its judgment, the
number  of  shares proposed to be included in such offering should be limited,
then  the  total  number  of  shares  to  be included in such offering will be
determined  by  the  managing  underwriter(s)  and  IBC  shall include in such
offering (i) first, all the shares of IBC Equity that Ralston proposes to sell
and  (ii)  second  all the shares of IBC Securities that IBC proposes to sell.
Except  as  otherwise provided for in this Agreement or the First Registration
Rights  Agreement (as hereinafter defined), no person other than Ralston shall
be  permitted  to  offer  any  IBC  Securities  under  any Demand Registration
pursuant  to  this  Section  5.1 without the prior written consent of Ralston.

     Section  5.2        Delay  of  Demand  Registration.

(a)       Notwithstanding anything to the contrary in Article V hereof, in the
event  that IBC determines in its reasonable judgment that it may be advisable
to  delay  filing a Registration Statement described in Section 5.1 hereof or,
to  withdraw  such  Registration  Statement if such Registration Statement has
already  been  filed,  IBC  may delay filing such, or withdraw such previously
filed,  Registration  Statement for a period of not more than ninety (90) days
from  the  date  of  receipt of the request for the Demand Registration if IBC
furnishes  to Ralston a certificate signed by the Chairman of the Board of IBC
stating  that  IBC  has  reasonably  determined  that  (i) such a filing would
adversely  affect  any proposed financing or acquisition by IBC or (ii) such a
filing would otherwise represent an undue hardship for IBC; provided, however,
that IBC will be responsible for any reasonable out of pocket costs (excluding
any  decline  in  the  IBC Market Price) which arise out of such delay and IBC
will,  at  the  request  of  Ralston, file or refile, as the case may be, such
Registration Statement promptly after IBC, in its judgment, determines that it
is  no  longer advisable to delay filing or to continue the withdrawal of such
Registration  Statement.

(b)          IBC  may  not  delay  filing  or  refiling, as the case may be, a
Registration  Statement  pursuant  to  Section 5.2(a) hereof, if following the
delay  IBC  would  be required to file audited financial statements other than
audited  financial  statements  included  in IBC's annual report on Form 10-K,
unless  IBC  agrees  to  provide  such  audited  financial  statements

     Section  5.3        Incidental  Registration.

          (a)    Right  To  Include  IBC  Equity.

(i)    If  IBC  or  any  other Person at any time proposes to register any IBC
Securities  under  the Securities Act (other than a registration of securities
in connection with a merger, an acquisition, an exchange offer, or an Employee
Benefit  Plan maintained by IBC or its Affiliates or on Form S-4 or S-8 or any
successor  or similar form), whether or not for sale for its own account, in a
manner  which  would  permit  registration  of  the IBC Equity for sale to the
public  under  the  Securities Act, it will give written notice to Ralston (to
the  extent  permitted by such other Person's current contractual registration
rights,  if  any) of its intention to do so and of Ralston's rights under this
Section 5.3(a)(i), at least thirty (30) calendar days prior to the anticipated
filing  date  of  a  Registration Statement relating to such registration  (an
"Incidental  Notice").    Such  Incidental  Notice  will  offer  Ralston  the
opportunity to include in such Registration Statement that number of shares of
IBC  Equity  as  Ralston may request.  Upon the written request (which request
will  specify the number of shares of IBC Equity intended to be disposed of by
Ralston  pursuant  to  such Registration Statement) of Ralston made within ten
(10)  calendar  days  after the receipt of the Incidental Notice, IBC will use
its  best  efforts to effect the registration under the Securities  Act of all
shares  of  IBC  Equity which IBC has been so requested to register; provided,
however,  that  (A)  if  such  registration involves an underwritten offering,
Ralston must sell its IBC Equity requested to be included in such registration
to  the  underwriter(s)  selected  by  IBC on the same terms and conditions as
apply to other Persons, including IBC, and (B) if, at any time after receiving
a  reply from Ralston to an Incidental Notice, and prior to the effective date
of  the Registration Statement filed in connection with such registration, IBC
decides  for any reason not to register any shares of IBC Securities, IBC will
notify Ralston and thereupon be relieved of its obligation to register any IBC
Equity  in  connection  with  such  registration.

(ii)      No registration, whether or not effected under Section 5.3(a) hereof
will  relieve  IBC  of  its  obligations  to effect Demand Registrations under
Section  5.1  hereof.

     (b)  Priority in Incidental Registrations.  If a registration pursuant to
Section  5.3(a)  hereof  involves  an  underwritten  offering and the managing
underwriter  advises  IBC  in writing, that, in its opinion, the number of IBC
Securities  intended to be included in such Registration Statement exceeds the
largest  number  of IBC Securities which can be sold without having an adverse
effect  on  such offering, including the price at which such securities can be
sold  or, if in a non-underwritten offering, IBC determines, in its reasonable
discretion, to limit the number of securities to be sold, (in either case, the
"Marketable  Number"),  IBC  will  include  in such Registration Statement (i)
first,  all  of  the IBC Securities IBC or the Person referred to in the first
sentence  of  Section  5.3(a)(i)  proposes  to  sell for its own account, (ii)
second,  all  of the IBC Securities requested to be included by holders of IBC
Securities  pursuant  to Section 3 of the First Registration Rights Agreement,
(iii)  third,  the IBC Securities requested to be included by Ralston pursuant
to  Section  5.3(a)  hereof  and  (iv)  fourth, the securities requested to be
included  by  other  Persons (but if the number of securities to be registered
pursuant  to clause (iv) together with the number of securities to be included
in  such  registration pursuant to clauses (i), (ii) and (iii) of this Section
5.3(b)  exceeds  the Marketable Number, the number of securities of Persons to
be  registered  pursuant to clause (iv) shall be allocated pro rata among such
Persons on the basis of the relative number of IBC Securities each such Person
has  requested  to  be  included  in  such  registration).

     Section  5.4          Delay  of  Incidental Registration. Notwithstanding
anything  to  the contrary in this Article V, in the event that IBC determines
in  its  reasonable  judgment  that  it  may  be  advisable  to delay filing a
Registration  Statement  described  in Section 5.3 hereof or, to withdraw such
Registration  Statement if such Registration Statement has already been filed,
IBC  may  delay  filing  such, or withdraw such previously filed, Registration
Statement  in  accordance  with  the  provisions  of Section 5.3(a)(i) hereof.

     Section  5.5     Third Party Registration Rights.  The provisions of this
Article  V  are  in  all  cases subject to the contractual registration rights
granted by that certain Registration Rights Agreement dated July 23, 1991 (the
"First  Registration Rights Agreement") by and among IBC, Mezzanine Investment
Limited Partnership-8, 1987 Merchant Investment Partnership, Merchant LBO Inc.
and  GKB  IX,  L.P.    IBC  hereby  represents  and  warrants  that  the First
Registration Rights Agreement is the only agreement entered into by IBC or any
of  its  Associates  or Affiliates governing the registration of shares of IBC
Securities.    IBC will not extend, amend or waive any provisions of the First
Registration  Rights  Agreement and will not grant any additional registration
rights  to  any  other  Person  which could limit or restrict the registration
rights  granted  Ralston  pursuant  to  this  Agreement.

                     ARTICLE VI     REGISTRATION EXPENSES

     Section  6.1          Registration  Expenses.

(a)      Subject to Section 5.1(b) of this Agreement, all expenses incident to
IBC's  performance  of or compliance with Articles V and VII of this Agreement
to  effect  five  (5)  Demand  Registrations  will be borne by IBC, including,
without  limitation:

               (i)    all  federal  registration  and  filing  fees;

(ii)  subject  to Section 7.4, fees and expenses of compliance with securities
or blue sky laws; provided, however, that IBC will in no event be obligated to
pay  the  fees and disbursements of counsel for the underwriters or Ralston in
connection  with  blue  sky qualifications of the IBC Equity under the laws of
such  jurisdictions  as  the  managing  underwriter(s)  may  designate;

(iii)            printing,  messenger,  telephone  and  delivery  expenses;

(iv)          fees  and  disbursements  of  legal  counsel  for  IBC;

(v)     fees and disbursements of all independent certified public accountants
of  IBC;

(vi)  NASD fees and disbursements of the underwriters; provided, however, that
in  all cases Ralston will pay all costs of discounts, commissions, spreads or
fees  of  underwriters, selling brokers, dealer managers or similar securities
industry  professionals  relating  to the distribution of the IBC Equity being
sold  by  Ralston;

(vii)            fees  and  expenses  of  other  Persons  retained by IBC; and

(viii)            listing  or  quotation fees and expenses required to be made
pursuant  to Section 7.6 hereof in connection with the Registration Statement.

(b)     Each of IBC and Ralston will pay its own internal expenses (including,
without  limitation,  all  salaries and expenses of its officers and employees
performing  legal  or  accounting  duties),  the expenses of its annual audit,
rating  agency  fees  and  fees  and expenses of any Person, including special
experts  retained  by  IBC  or  Ralston,  respectively.


                      ARTICLE VII REGISTRATION PROCEDURE

     Section  7.1     Ralston Information.  Ralston will provide IBC with such
information  about  Ralston  and  the  intended  manner of distribution of IBC
Equity  and  otherwise  cooperate  with  IBC  and the underwriter(s) as may be
necessary  in  the  reasonable opinion of IBC to satisfy any obligation of IBC
under  this  Agreement  to  register  the  IBC  Equity  under federal or state
securities  laws  and otherwise take actions related thereto.  In the event of
the  failure  of  Ralston  to  comply  with  the requirements of the preceding
sentence  IBC  may  delay  filing  such,  and  withdraw such previously filed,
Registration  Statement.    IBC  will file or refile, as the case may be, such
Registration Statement promptly following compliance with such requirements by
Ralston;  provided,  however,  that  Ralston  will  be  responsible  for  any
reasonable  out  of  pocket  costs  which  arise  out of such non- compliance.
Ralston  will  immediately  notify  IBC  upon  discovery  that any information
provided  by Ralston which is included in the prospectus that is included in a
Registration  Statement, as then in effect, is untrue in any material respect,
or  omits  to state any material fact required to be stated therein or to make
the  information  stated  therein  not  misleading  in  the  light  of  the
circumstances  under  which  it  is  presented.

     Section 7.2     Compliance.  Each of Ralston and IBC will comply with all
rules  and  regulations of the SEC and applicable state securities or blue sky
laws  governing  the  manner  of  sale  of  securities  in connection with its
Transfer  of  any  of  the  IBC Equity pursuant to any Registration Statement.

     Section  7.3          Provision  of  Prospectuses.

(a)          IBC  will  furnish  to Ralston such number of copies of a summary
prospectus  or  other prospectus, including a prospectus subject to completion
in  conformity  with  the  requirements  of the Securities Act, and such other
documents as Ralston may reasonably request in writing, in order to facilitate
the  public  sale  or  other  disposition  of  the  IBC  Equity  included in a
Registration  Statement.

(b)   At any time when a sale or other disposition of IBC Equity pursuant to a
Registration  Statement  is  subject to a prospectus delivery requirement, IBC
will  notify Ralston of the occurrence of any event that causes the prospectus
included  in  such  Registration  Statement,  as then in effect, to include an
untrue  statement  of  a  material  fact  or  to omit to state a material fact
required  to be stated therein or necessary to make the statements therein not
misleading  in  the  light of the circumstances then existing and IBC will use
its best efforts, as expeditiously as possible, to either amend the prospectus
or  otherwise  take  any actions so that use of the previous prospectus may be
legally  resumed.    Upon  receipt  of such a notice, Ralston will immediately
discontinue  all  sales  or  other  dispositions of IBC Equity pursuant to the
Registration  Statement.  Ralston  may  resume such sales or dispositions only
upon  receipt of an amended prospectus or after Ralston is advised by IBC that
the  use  of  the  previous  prospectus  may  be  legally  resumed.

     Section  7.4       Blue Sky Compliance.  IBC will use its best efforts to
(a)  register  or  qualify the IBC Equity included in a Registration Statement
under  the securities or blue sky laws of such jurisdictions within the United
States  as  Ralston reasonably requests and (b) do any and all other acts that
may  be  reasonably necessary or advisable to enable Ralston to consummate the
public sale or disposition of such securities in such jurisdictions; provided,
however, that IBC is not required to consent to, or take any action that would
subject  it  to,  general  service  of process or taxation in any jurisdiction
where  it  is  not  then  so  subject,  nor  qualify  to  do  business  in any
jurisdiction  where  it  is  not  then  so  qualified.

     Section  7.5         Maintenance of Effectiveness.  IBC will use its best
efforts  to  prepare  and  file  promptly  with  the  SEC  such amendments and
supplements  to  any  Registration  Statement,  and  the  prospectus  used  in
connection  therewith, as may be necessary to keep such Registration Statement
continuously effective and in compliance with the Securities Act until the one
hundred  twentieth  (120th)  day following the date on which such Registration
Statement  becomes  effective,  or  until  all  IBC  Equity  included  in such
Registration Statement has been sold, whichever is earlier; provided, however,
that  IBC will have no obligation under this Section 7.5 to keep effective any
Registration Statement during the period following any date on which IBC would
be  required to file audited financial statements other than the date by which
IBC  is  required  to file its next annual report on Form 10-K containing such
required  audited  financial  statements.

     Section  7.6     Listing of IBC Equity.  IBC will use its best efforts to
cause  the  IBC Equity when issued to be listed on all securities exchanges on
which any securities issued by IBC are then listed, or quoted on all automated
quotation  systems  on  which  any  such  securities  of  IBC are then quoted,
including,  without limitation, entering into appropriate customary agreements
(including  a  listing  application and indemnification agreement in customary
form).

     Section 7.7     Stop-Orders.  IBC will promptly notify Ralston of (a) the
receipt  by IBC of any notification with respect to the issuance by the SEC of
any  stop-order  or  order  suspending  the  effectiveness of any Registration
Statement  covering  any  IBC  Equity or the initiation of any proceedings for
that  purpose,  or  (b) the receipt by IBC of any notification with respect to
the  limitation,  restriction or suspension of the offer or sale of IBC Equity
in  any  jurisdiction in which the IBC Equity was qualified to be sold, or the
initiation  of  any  proceedings  for  such  purpose.    In the event that IBC
notifies  Ralston  of any such event, Ralston will immediately discontinue all
sales  or  other  dispositions  of  IBC  Equity  pursuant  to the Registration
Statement  until  such  time  that IBC notifies Ralston of the lifting of such
stop-order  or  similar  order;  provided,  however, that such a stop-order or
similar  order  issued  by  a  state securities or blue sky administrator will
apply  only  to  offers  and  sales  in  such state, unless Ralston is advised
otherwise  by  IBC.    IBC, with the cooperation of Ralston, will use its best
efforts  to  contest  any such proceedings and to obtain the withdrawal of any
such  order  at  the  earliest  possible  date.


                 ARTICLE VIII INDEMNIFICATION AND CONTRIBUTION

     Section  8.1          Indemnification.

          (a)          Indemnification  by  Ralston.

(i)    Ralston  agrees  to indemnify and hold harmless IBC, its Affiliates and
Associates  (each  such  Person  being  hereinafter  referred  to  as  an "IBC
Indemnified  Party") from and against all losses, claims, damages, liabilities
and  expenses (including reasonable costs of investigation and legal expenses)
(each  a  "Loss") arising out of or based upon any untrue statement or alleged
untrue statement of a material fact contained in any Registration Statement or
preliminary,  final  or  summary prospectus covering any IBC Equity, or in any
amendment  or supplement thereto, or in any document incorporated by reference
into  any  of  the  foregoing  or arising out of or based upon any omission or
alleged  omission  to  state  therein  a  material  fact required to be stated
therein  or  necessary to make the statements therein not misleading, but only
if, and only to the extent, such statement or alleged statement or omission or
alleged  omission  was  made  in  reliance upon and in conformity with written
information furnished to IBC or its representatives by or on behalf of Ralston
for  use in the preparation of such Registration Statement, preliminary, final
or  summary  prospectus  or  such  amendment  or  supplement  thereto, or such
document incorporated by reference.  This indemnity will be in addition to any
liability  which  Ralston may otherwise have.  Ralston will also indemnify the
underwriter(s),  selling  broker(s),  dealer manager(s) and similar securities
industry  professionals  participating in the distribution, their officers and
directors  and  each  Person  who Controls such Persons, to the same extent as
provided  above  with  respect  to  the indemnification of the IBC Indemnified
Party.

(ii)  Ralston  also  agrees to indemnify and hold harmless any IBC Indemnified
Party  from  and  against  all  Losses arising out of any action or proceeding
brought  against any IBC Indemnified Party in connection with the distribution
or  proposed distribution of IBC Equity to the holders of RAL Stock; provided,
however,  that this Section 8.1(a)(ii) shall not apply to any Losses for which
IBC  is  responsible  as  provided  in  Section  8.1(b)  of  this  Agreement.

(iii)            If  any  action  or  proceeding  (including  any governmental
investigation  or  inquiry)  is brought or asserted against an IBC Indemnified
Party  in  respect  of  which  indemnity  may be sought from Ralston, such IBC
Indemnified  Party will promptly notify Ralston in writing of the commencement
of  such  action and Ralston shall assume the defense thereof and have primary
control over any related suit or proceeding, including the employment of legal
counsel  and  the  payment  of all expenses in connection therewith; provided,
however,  that  the  failure  of  any  IBC Indemnified Party to give notice as
provided  herein  shall  not  relieve  Ralston  of  its obligations under this
Section  8.1(a)  except  to  the  extent  that  Ralston is actually materially
prejudiced  by  such  failure  to give notice.  An IBC Indemnified Party shall
have  the right to participate in and jointly with Ralston, to the extent that
it  may  wish, and employ separate counsel reasonably satisfactory to such IBC
Indemnified  Party, provided, however, that Ralston will not be liable to such
IBC Indemnified Party for any legal or other expenses subsequently incurred by
such  IBC  Indemnified  Party  in  connection  therewith,  unless  such  IBC
Indemnified  Party  shall  have  been  advised  by  counsel that a conflict of
interest  between such IBC Indemnified Party and Ralston is likely to exist in
respect  of  such  claim.

     (b)          Indemnification  by  IBC.

(I)       IBC agrees to indemnify and hold harmless Ralston and its Affiliates
and  Associates  (each such person being hereinafter referred to as a "Ralston
Indemnified  Party")  from and against all Losses arising out of or based upon
any  untrue statement or alleged untrue statement of a material fact contained
in  any  Registration  Statement,  preliminary,  final  or  summary prospectus
covering  any IBC Equity, or in any amendment or supplement thereto, or in any
document incorporated by reference into any of the foregoing or arising out of
or  based  upon  any  omission or alleged omission to state therein a material
fact  required to be stated therein or necessary to make the statement therein
not misleading, except insofar as such Losses arise out of or are based solely
upon  any  such  untrue statement or omission or allegation thereof based upon
written  information provided by or on behalf of Ralston for inclusion in such
Registration  Statement,  preliminary,  final  or  summary prospectus, or such
amendment  or  supplement thereto, or such document incorporated by reference;
provided,  however, that IBC will not be liable in any such case to the extent
that  any  such  Loss  arises  out  of or is based upon an untrue statement or
alleged  untrue  statement  or  omission  or  alleged  omission  made  in  any
preliminary  prospectus if (A) Ralston failed to send or deliver a copy of the
final  prospectus with or prior to the delivery of written confirmation of the
sale  of  the  IBC  Equity covered by the Registration Statement to the Person
asserting  such  Loss,  and (B) the final prospectus would have corrected such
untrue  statement  or  omission  and  provided,  further, that IBC will not be
liable  in  any such case to the extent that any such Loss arises out of or is
based  upon  an  untrue statement or omission in the final prospectus, if such
untrue statement or omission is corrected in an amendment or supplement to the
final  prospectus  and if, having previously been furnished by or on behalf of
IBC with copies of the final prospectus as so amended or supplemented, Ralston
thereafter  fails  to  deliver  such prospectus as so amended or supplemented,
prior  to  or  concurrently  with  the  sale  of  the IBC Equity to the Person
asserting  such  Loss  who  purchased  such  IBC  Equity  which is the subject
thereof.  This  indemnity  will  be in addition to any liability which IBC may
otherwise  have.    IBC  will  also  indemnify  the  underwriter(s),  selling
broker(s),  dealer  manager(s)  and  similar securities industry professionals
participating  in  the  distribution,  their  officers  and directors and each
Person  who  Controls  such Persons, to the same extent as provided above with
respect  to  the  indemnification  of  the  Ralston  Indemnified  Party.

(ii)       f any action or proceeding is brought against a Ralston Indemnified
Party  in  respect  of  which  indemnity  may  be  sought against such Ralston
Indemnified  Party,  Ralston  will  promptly  notify  IBC  in  writing  of the
commencement  of  such action and IBC will assume the defense thereof and have
primary  control over any related suit or proceeding, including the employment
of  legal  counsel  and  the  payment of all expenses in connection therewith;
provided,  however,  that the failure of any Ralston Indemnified Party to give
notice  as provided herein shall not relieve IBC of its obligations under this
Section 8.1(b) except to the extent that IBC is actually materially prejudiced
by  such  failure  to give notice.  A Ralston Indemnified Party shall have the
right  to participate in and jointly with IBC, to the extent that it may wish,
and  employ  separate  counsel  reasonably  satisfactory  to  such  Ralston
Indemnified  Party,  provided,  however,  that  IBC will not be liable to such
Ralston  Indemnified  Party  for  any  legal  or  other  expenses subsequently
incurred  by  such  Ralston  Indemnified Party in connection therewith, unless
such  Ralston  Indemnified  Party  shall  have  been advised by counsel that a
conflict  of  interest  between  such Ralston Indemnified and IBC is likely to
exist  in  respect  of  such  claim.

     Section  8.2          Contribution.

(a)          If  the  indemnification  provided  for  in Section 8.1 hereof is
unavailable  to  an  IBC  Indemnified Party or Ralston Indemnified Party under
Section  8.1(a)  or  Section  8.1(b)  hereof  (other  than  by  reason  of the
exceptions  provided  in  Sections 8.1(a) and 8.1(b)) in respect of any Losses
referred  to  therein,  then  such indemnifying party, in lieu of indemnifying
such  indemnified party, will contribute to the amount paid or payable by such
indemnified  party  as  a  result  of  such  Losses  in  such proportion as is
appropriate  to  reflect  the relative fault of the indemnifying party, on the
one hand, and the indemnified party, on the other hand, in connection with the
statements  or  omissions  which resulted in such Losses, as well as any other
relevant  equitable  considerations.    The relative fault of the indemnifying
party, on the one hand, and the indemnified party, on the other hand, shall be
determined  by  reference to, among other things, whether the untrue statement
or  alleged  untrue  statement  of  a material fact or the omission or alleged
omission  to  state  a  material  fact relates to information supplied by such
indemnified  party  and  each  parties'  relative intent, knowledge, access to
information  and opportunity to correct or prevent such statement or omission.
The amount paid or payable by each party as a result of the Losses referred to
above  will  be  deemed  to  include,  subject to the limitations set forth in
Section 8.1(b) hereof, any legal or other fees or expenses reasonably incurred
by  such  party  in  connection  with investigating or defending any action or
claim.

(b)         Notwithstanding the provisions of Section 8.2(a) hereof, no Person
found  to  be  guilty  of  fraudulent  misrepresentation  shall be entitled to
contribution  from any Person who is not found to be guilty of such fraudulent
misrepresentation.


                            ARTICLE IX CALL RIGHTS

     Section  9.1          IBC  Call.

(a)    At  any  time  during  the  one-year  period  commencing  on  the fifth
anniversary  date  of this Agreement, IBC shall have the right to acquire all,
but  not  less  than all of the IBC Equity then owned by Ralston at a purchase
price  equal  to one-hundred and ten percent (110%) of the IBC Market Price of
the  IBC Equity then owned by Ralston (such right to acquire the IBC Equity is
referred  to  as  the "IBC Call").  IBC will notify Ralston of its election to
exercise  the IBC Call (a "Call Notice"), which Call Notice will contain IBC's
notice  of  election  to  purchase  such  shares  subject to the IBC Call, the
purchase  price of the shares subject to the IBC Call calculated in accordance
with  this  Section  9.1(a),  and  the  date estimated for consummation of the
purchase  and  sale (not more than thirty (30) days after the date of the Call
Notice).    The consummation of the purchase and sale pursuant to this Section
9.1(a) will take place no later than thirty (30) days after the date specified
in  the  Call  Notice,  subject to the provisions of Section 9.1(b) hereof and
subject  to  any and all waiting periods required under any applicable laws or
regulations.   IBC may assign the right to purchase such shares subject to the
IBC  Call  to any Person.  Any rights to IBC Equity arising pursuant to an IBC
Call  shall  continue  in effect during the term hereof unless extinguished by
IBC  pursuant  to a written notice to Ralston affirmatively relinquishing such
rights.  IBC shall be permitted to relinquish rights to acquire all of the IBC
Equity  subject  to  an  IBC  Call.

(b)          Upon  the consummation of a purchase and sale pursuant to Section
9.1(a)  hereof:

(i)    Ralston  will  transfer and deliver to IBC, all of its right, title and
interest in and to the IBC Equity then owned by Ralston, free and clear of all
liens and encumbrances and will deliver to IBC a certificate(s) evidencing the
shares  sold  duly endorsed, or accompanied by written instruments of transfer
in  form  satisfactory  to IBC, duly executed, with evidence of payment of any
applicable  stock  transfer  taxes.

(ii)  IBC  or  its assignee will deliver to Ralston an amount in cash equal to
the purchase price of the IBC Equity then owned by Ralston as set forth in the
IBC  Call.

     (c)     The IBC Call shall be exercised within one (1) year following the
expiration  of  the fifth anniversary date of this Agreement, and shall expire
if  not  exercised  by  such  date.

                        ARTICLE X ADDITIONAL COVENANTS

     Section 10.1     Maintain Listing or Quotation.  IBC hereby covenants and
agrees  that  it  shall  use  its  best efforts to maintain its listing of IBC
Securities  on  any  securities  exchanges  on  which  its  IBC Securities are
currently listed or on which they are listed in the future pursuant to Section
7.6 hereof and to maintain its quotation of IBC Securities on an any automated
quotation systems on which its IBC Securities are currently quoted or on which
they  are  quoted  in  the  future  pursuant  to  Section  7.6  hereto.

     Section  10.2        Board of Directors.  IBC hereby covenants and agrees
that  (a)  effective as of the Closing, IBC shall nominate and appoint William
P.  Stiritz and Mr. James R. Elsesser to the board of directors of IBC, one to
hold  office until the 1996 annual meeting of IBC shareholders and one to hold
office  until the 1997 annual meeting of IBC shareholders, and (b) the nominee
chosen by Ralston to serve in the 1996 class shall be nominated and elected to
an  additional  term  of not less than two years at the 1996 annual meeting of
IBC  shareholders.  There will be no obligation of IBC under the terms of this
Agreement  to  nominate  any  Ralston representatives after such terms expire.

     Section  10.3       No Inconsistent Agreements.  IBC hereby covenants and
agrees  that  it shall not enter into any agreements governing the transfer or
registration  of  shares  of  IBC  Securities  which  would  adversely  effect
Ralston's  rights  under  this  Agreement,  without  Ralston's  prior  written
consent.

     Section  10.4      Preferred Stock.  IBC hereby covenants and agrees that
during the term of this Agreement, so long as Ralston owns at least 15% of the
IBC  Securities,  IBC  shall  not  issue to any Person any shares of preferred
stock  of  IBC  which  possess voting rights which are greater than the equity
interest  represented  by  such  shares  of  preferred  stock  of  IBC.

     Section 10.5     Rule 144 and 144A.  IBC hereby covenants and agrees that
it  will  use  its  reasonable best efforts to file any reports required to be
filed  by  it  under the Securities Act and Exchange Act and that it will take
such  further  action  as  Ralston  may  reasonably request, all to the extent
required  from  time to time to enable Ralston to sell its IBC Equity (subject
to  the terms hereof) without registration under the Securities Act within the
limitation  of  the  exemptions  provided  by  (a)  Rule 144 or 144A under the
Securities  Act,  as  such  Rules may be amended from time to time, or (b) any
similar  rule  or  regulation  hereafter  adopted  by  the  Commission.

     Section  10.6      Maximum  Allowed Ownership of IBC Securities.  Ralston
hereby  covenants and agrees that on the fifth anniversary of the date of this
Agreement  its  ownership of IBC Securities shall be no more than 14.9% of the
total  outstanding  IBC  Securities.


                         ARTICLE XI     MISCELLANEOUS

     Section  11.1          Entire Agreement.  This Agreement, constitutes the
entire  agreement  between  the  parties hereto relative to the subject matter
hereof,  and  supersedes all prior written or oral understandings, agreements,
conditions  or  representations.

     Section  11.2      Headings and Captions.  All headings and captions used
in  this  Agreement  are  for  convenience  only, and will not be construed to
either  limit  or  broaden  the  language  of this Agreement or any particular
section.

     Section  11.3      Choice of Law.  This Agreement will be governed by and
construed  under  and  in  accordance  with the laws of the State of Missouri,
without  giving effect to the conflict of laws provisions thereof, except that
all  matters  relating to the internal affairs of IBC shall be governed by and
construed  under  and  in  accordance  with  the  General  Corporation  Law of
Delaware.

     Section  11.4     Venue.  Any action or legal proceedings to enforce this
Agreement  or  any  of  its  terms, or for indemnification and the recovery of
losses  as  provided  for  in  this  Agreement  by a party, may be brought and
prosecuted  in such court or courts located in the Eastern or Western District
of  Missouri  as provided by law, and the parties to this Agreement consent to
the  jurisdiction  of  said  court  or  courts  and  to  service of process by
registered  mail, return receipt requested, or by any other manner provided by
Missouri  law.

     Section  11.5     Notices.  Any notice or other communication required or
permitted  hereunder  is  deemed  delivered  when  delivered  in  person, when
transmitted  by  telecopier (which will also be sent concurrently by certified
or  registered mail), on the next Business Day when sent by Federal Express or
a  similar  overnight delivery service, or on the third Business Day when sent
by  registered  or  certified  U.S.  mail  service  as  follows:


     If  to  Ralston  or  VCS:           Office of the Chief Executive Officer
                         Ralston  Purina  Company
                         Checkerboard  Square
                         St.  Louis,  MO  63164

     With  a  Copy  to:                    Office  of  the  General  Counsel
                         Ralston  Purina  Company
                         Checkerboard  Square
                         St.  Louis,  MO  63164
                         Attn:    James  M.  Neville,  Esq.

If  to  IBC          Office  of  the  Chief  Executive  Officer
     Interstate  Bakeries  Company
12  East  Armour  Boulevard
Kansas  City,  MO  64111

With  Copies  to:          Office  of  the  General  Counsel
     Interstate  Bakeries  Company
12  East  Armour  Boulevard
Kansas  City,  MO  64111
Attn:    Ray  Sandy  Sutton,  Esq.

     Shook,  Hardy  &  Bacon  P.C.
One  Kansas  City  Place
1200  Main  Street,  Suite  3100
Kansas  City,  MO  64105
Attn:    Jennings  J.  Newcom,  Esq.

     The  parties  to  this  Agreement  will promptly notify each other in the
manner  provided  in  this  Section  11.5  of  any  change in their respective
addresses.    A  notice  of  change of address will not be deemed to have been
given  until  received  by  the  addressee.

     Section  11.6       Amendments.  No changes, modifications, amendments or
additions  will  be  valid  unless such be made in writing and signed by or on
behalf  of  each  party.

     Section  11.7     Extended Meanings.  Words importing the singular number
include  the  plural  and vice versa, and words importing the masculine gender
include  the  feminine  and  neuter  genders.

     Section  11.8        Assignments.  In addition to the specific assignment
rights set forth herein, IBC has the right to assign any and all of its rights
or  obligations  under  this  Agreement  to  the surviving entity in a merger,
consolidation,  combination or other corporate transaction involving IBC which
agrees  in  writing  with  Ralston to be bound by the terms hereof.  Except as
otherwise  provided  herein,  Ralston  may  not  assign  any  of its rights or
obligations  hereunder  to  any  Person.

     Section 11.9     Severability.  The invalidity or unenforceability of any
provision  hereof  in  any  jurisdiction  will  not  affect  the  validity  or
enforceability  of  this  Agreement,  including  that  provision, in any other
jurisdiction.    To  the extent permitted by applicable law, each party waives
any  provision  of  law  that  renders  any  provision  hereof  prohibited  or
unenforceable in any respect.  If any term, provision, covenant or restriction
in  this Agreement is held by a court of competent jurisdiction to be invalid,
void  or unenforceable, the parties hereto will use their best efforts to find
and  employ an alternative means to achieve the same or substantially the same
result  as  that contemplated by such term, provision, covenant or restriction
and  the  remainder  of  the terms, provisions, covenants and restrictions set
forth  herein  shall  remain in full force and effect, in order to achieve the
intent  of  the  parties  to  the  extent  possible.

     Section  11.10          Counterparts.    This  Agreement  may be executed
simultaneously  in  two  or  more  counterparts,  each  of  which is deemed an
original,  but all of which together constitutes a single agreement, and it is
not necessary in making proof of this Agreement to produce or account for more
than  one  such  counterpart.

     Section  11.11        Remedies Cumulative.  Except as otherwise expressly
limited  herein,  the  remedies  given  to  any party by this Agreement are in
addition to all remedies under any statute or rule of law.  Any forbearance or
failure  or  delay  in  exercising  any remedy hereunder is not deemed to be a
waiver  of  any  other  remedy  a  party  may  have  under  this  Agreement.

     Section  11.12          Binding Agreement.  This Agreement will be deemed
effective  and  legally binding upon the parties when it has been executed and
delivered  by all parties hereto.  This Agreement will inure to the benefit of
the  parties  hereto  and  their  permitted  successors  and  assignees.

     Section  11.13          Recapitalizations, Exchanges, Etc., Affecting IBC
Securities.    The  provisions  of this Agreement apply to the full extent set
forth  herein with respect to the IBC Equity, to any and all shares of capital
stock  of  IBC  or  any  successor  or  assign  of  IBC  (whether  by  merger,
consolidation,  sale  of  assets, or otherwise) which may be issued in respect
of,  in  exchange  for,  or  in  substitution  of,  IBC  Equity  and  will  be
appropriately  adjusted  for  any  stock  dividends,  splits,  reverse splits,
combinations,  recapitalizations and the like occurring after the date hereof.

     Section  11.14     Other Agreements.  Nothing contained in this Agreement
will  be  deemed to be a waiver of, or release from, any obligations any party
hereto  may have under any other agreement, including, without limitation, the
Purchase  Agreement.

     Section  11.15      Term; Effectiveness.  The term of this Agreement will
begin (and this Agreement will become effective) upon the date hereof and will
continue  until  the  date  which  is  five  (5)  years  from the date hereof;
provided,  however,  that  Article  IX and Section 2.1 shall survive until the
date  which is six (6) years from the date hereof.  The provisions of Articles
VI  and  VIII  hereof  shall  survive  the  termination  of  this  Agreement.

     Section  11.16      Enforcement.  Each of IBC and Ralston agrees that any
breach  of  the  provisions  contained in this Agreement by IBC and/or Ralston
would  cause  irreparable harm to the other and its Affiliates and, therefore,
notwithstanding  any  right  of IBC and/or Ralston to recover monetary damages
with  respect  to any such breach as set forth in (a) this Agreement or (b) at
law,  IBC  and Ralston will each be entitled to equitable relief to enjoin any
threatened  or  continuing breach of the other hereof and, in the event of any
action  for  specific  performance,  each party shall waive the defense that a
remedy at law would be adequate.  If the scope of any restriction contained in
this  Agreement  is  too  broad to permit enforcement to its full extent, then
such  restriction  will  be enforced to the maximum extent permitted by law in
the  manner  provided  in  Section  11.9 hereof. Nothing herein stated will be
construed  as prohibiting any party from pursuing any other remedies available
to  that  party  for  a  breach  hereunder,  including  recovery  of  damages.

     Section  11.17     Confidentiality.  Each of Ralston and IBC acknowledges
that  the  other would be irreparably damaged if confidential knowledge of its
business and affairs were disclosed or utilized on behalf of any Person.  Each
of  IBC  and  Ralston  covenants  and  agrees  not to disclose or use any such
confidential  information  of  the other unless such information has been made
available  to  the  public  generally (other than in violation of this Section
11.17)  or  IBC  and/or  Ralston is required to disclose such information by a
governmental  body  or  regulatory  agency  or  by  law  in  connection with a
transaction  that  is not otherwise prohibited hereby.  Performance by IBC and
Ralston  of  their respective obligations under this Section 11.17 shall be in
accordance  with  the provisions set forth on Exhibit A attached hereto, which
Exhibit  is  incorporated  herein  and  made  a  part  hereof.

     Section  11.18      Fiduciary Accounts.  IBC and Ralston each acknowledge
and  agree that this Agreement shall apply only to the IBC Securities owned by
Ralston for its own account and does not apply to any IBC Securities which may
be  deemed to be beneficially owned or controlled by Ralston or its Affiliates
and which shares are held in fiduciary accounts in connection with any pension
plans,  profit  sharing  plans  or other employee benefit plans or held in any
other  fiduciary  accounts.

IN  WITNESS  WHEREOF,  the  parties have executed this Agreement by an officer
thereunto  duly  authorized,  all  as of the day and year first above written.


ATTEST:                    INTERSTATE  BAKERIES  CORPORATION
By:    R.  S.  Sutton                                        By:  P. E. Yarick

Its  Secretary                                              Its Vice President


ATTEST:             RALSTON PURINA COMPANY, on its behalf and on behalf of its
Affiliates


By:    N.  E.  Hamilton                                By:    J.  M.  Neville

Its  Assistant  Secretary                        Its  Vice  President


ATTEST:                      VCS  HOLDING  COMPANY


By:    N.  E.  Hamilton                                By:    T.  L.  Grosch

Its  Assistant  Secretary                        Its  Secretary

<PAGE>

                                    ATTACHMENT A


     For    purposes  of  Section  11.17  of the Shareholder Agreement by  and
among    Interstate  Bakeries  Corporation,   Ralston  Purina Company  and VCS
Holding  Company,  the  following  provisions    shall  apply:

     1.        "Confidential   Information"  shall   include   all information
provided  heretofore  or  hereafter  by either Ralston or IBC (individually, a
"Company"  and  collectively,  the  "Companies") or   their   representatives,
Affiliates,    advisors,      officers,  directors,  employees  or  agents
("Representatives"),  to  the  other.  The   term  "Confidential  Information"
also    will    include  any analyses,  studies or other documents prepared by
Representatives  of   a  Company  containing or based in whole or in  part  on
any  information    furnished  to  the other.  Confidential  Information shall
not    include    information  which  (i)  becomes  generally available to the
public other than as a result of a disclosure in violation hereof by a Company
or  its  Representatives,  (ii)  was  in  the  possession  of  a  Company on a
non-confidential basis prior  to its  disclosure or (iii) becomes available to
a  Company  on  a  non-confidential  basis from a source other than the  other
Company,  which source is entitled to make the disclosure without violation of
any  obligation  of  confidentiality  to  a  Company  or  other  party.

     2.     Each Company recognizes  and  acknowledges   the competitive value
and  the  confidential and proprietary nature  of the Confidential Information
and  the  damage  that  could  result    to the  other  Company if information
contained  therein  is disclosed to any third party.  Each Company agrees that
it  will  not  use  the  Confidential    Information  in  any  manner  that is
competitive    with or  detrimental  to  the  business or  operations  of  the
other  Company.     Each Company further agrees that it will not  disclose any
of  the  Confidential Information to any  person  or  entity without the prior
written consent of the other Company; provided, however,  that  there may be a
disclosure  of  such  information  to such of its Representatives that need to
know  such  information  in  connection    with   any transactions between the
Companies    or    for  valid    business   reasons  which  do  not  otherwise
violate  the provisions of this agreement.  Each Company acknowledges that its
Representatives   are  bound hereto to the  same  extent  as  each Company  as
if  there  were parties hereto, and each Company  shall be   responsible   for
any    breach    hereof      by      any      of      its  Representatives.

     3.       Company agrees that a breach of the  provisions hereof  may give
rise  to irreparable injury to the other  Company that  cannot  be compensated
for  adequately  by  monetary   damages. Consequently,  each  Company shall be
entitled    from   the  other Company,  in  addition  to  all  other  remedies
available,      to  injunctive  and other equitable relief to prevent a breach
hereof  and    to    secure  the enforcement hereof in any court of  competent
jurisdiction  in  the  United  States  or  any  state  thereof.

     4.            Each Company hereby acknowledges that it is aware, and will
advise  its Representatives and financing sources  who  are informed as to the
matters  which are the subject hereof, that the federal  and  state securities
law  prohibit  any  person  who  has received material, non-public Information
concerning  the    matters  that are related hereto from purchasing or selling
securities    of  the  Companies or from communicating such information to any
other  person   under circumstances in which it is reasonably foreseeable that
such  person  is  likely  to  purchase  or  sell  such  securities.

     5.        If  either  Company is requested or  becomes  legally compelled
to  disclose any of the Confidential Information,  such Company agrees that it
will  provide  the other Company with prompt written notice of such request so
that  the  other Company may seek a  protective order.  In the event that such
protective  order    or  other  remedy  is not obtained, the Company agrees to
furnish    only  that      portion    of  the  Confidential  Information   and
other  information  that  it  is  legally  obligated  to  disclose.

     6.         At  either  Company's request, the  other  agrees  to promptly
return    or,  at  such  Company's  option,    to    destroy  the Confidential
Information  and  all  copies    thereof.      All   copies, extracts or other
reproductions  in  whole  or  in  part  thereof  shall be  destroyed  and  not
retained  by  the   other  Company  or  its representatives  in  any  form  or
for  any  reason,  and   such destruction  shall  be  certified in writing  to
the    requesting  Company    by    an  authorized  officer  supervising  such
destruction.

     All    documents,  pleadings, court filings, memoranda,  notes  and other
writings  whatsoever  prepared  by  the other Company  or  its representatives
based  on  the  Confidential Information (except, in the case of pleadings and
court  filings,  to  the extent reasonably required  for proper record keeping
purposes)  shall be destroyed, and  such  destruction  shall  be certified  in
writing    to  the requesting  Company  by  an authorized officer  supervising
such  destruction.

     7.       If any provision hereof or the application of any such provision
to  any  person  or  circumstance is held invalid,  illegal or   unenforceable
for    any  reason  whatsoever,  the  remaining provisions and the application
of  such  provision  to  other persons or  circumstances shall not be affected
thereby.    To  the   fullest extent possible the court finding such provision
invalid, illegal or  unenforceable shall modify and construe the provisions as
to  render  it  valid  and  enforceable as  against  all  persons  or entities
and  to  give the maximum possible protection to  each  of the  Companies  and
their  Representatives  within    the    bounds    of  validity,  legality and
enforceability.

     8.        The  provisions  hereof  shall  continue  in  effect throughout
the  term  of  the  Shareholder  Agreement.