<PAGE>


                                                                 EXHIBIT 10 (ww)

                              EMPLOYMENT AGREEMENT

        This  Agreement is entered into as of January 1, 1997 by and between TLC
BEATRICE INTERNATIONAL HOLDINGS, INC. (the "Company"),  a corporation having its
principal place of business at 9 West 57th Street,  New York, New York 10021 and
Peter Offermann ("Executive"), residing at 154 North Mountain Avenue, Montclair,
New Jersey 07042.

        The Company and Executive,  in  consideration of the promises and mutual
agreements hereinafter contained, agree as follows:

        1. Term of Employment.  Executive shall be employed by the Company for a
term  commencing  January 1, 1997, and  terminating on the third  anniversary of
employment under this Agreement on January 1, 2000; provided,  that on the first
and each  succeeding  anniversary of such  employment,  this Agreement  shall be
extended by one (1) year,  unless notice of termination has been given by either
party to this Agreement to the other prior to the first or applicable succeeding
anniversary date.

        2.  Duties  of  Executive.  Executive  shall  serve  as  Executive  Vice
President  and Chief  Financial  Officer of the  Company  and shall  perform the
duties and render the  executive  services  on behalf of the Company as shall be
determined  by the  Company's  Chairman or Chief  Executive  Officer.  Executive
agrees to perform  such duties and tender such  services  as  determined  by the
Chairman or Chief Executive Officer, competently, loyally and to the best of his
ability,  devoting  thereto  substantially  all his  business  time,  energy and
attention to such duties.  Executive's office shall be in New York, New York and
he may not be required  without  his  consent to: (a)  relocate or (b) travel in
excess of the amount reasonably required to perform his duties as Executive Vice
President and Chief Financial Officer.

        3.     Compensation of Executive

               (A) As  compensation  for the services to be performed under this
Agreement,  the  Company  shall pay  Executive  an annual  base  salary of Three
Hundred Thousand U.S.  Dollars (U.S.  $300,000.00)  ("Base Salary"),  payable in
monthly or semimonthly installments, on the same schedule as other Executives of
the Company.

               (B)  Executive  shall also be paid  after the end of each  fiscal
year during the term of this  Agreement,  a bonus in  accordance  with an annual
incentive  plan  ("AIP"),  targeted at no less than forty  percent (40%) of Base
Salary,  but subject to upward or downward  adjustment  in  accordance  with AIP
according  to  Executive's  individual  performance  and  financial  performance
targets set out by the Company.


 

<PAGE>

<PAGE>






               (C)  Executive  has been granted  Stock  Options  ("Options")  on
Eighty Thousand (80,000) shares of Common Stock of the Company.  The Company and
Executive  agree that the  Options  shall have a purchase  price of  Twenty-Five
Dollars ($25.00) per share and shall vest and become exercisable by Executive in
accordance  with,  and in all other  respects  be  subject  to, the terms of the
Company's  1996  Long-Term  Incentive  Stock Option  Plan,  and the Stock Option
Agreement between the parties hereto collectively the "Stock Option Plan").

               Any and all other  grants of Stock  Options,  Stock  Appreciation
Rights , Phantom Stock Rights and any similar option  compensation  of Executive
shall be deemed null and void upon the execution of this Agreement.

               (D)  The  Company  shall  pay  Executive  One  Thousand   Dollars
($1,000.00)  a  month  during  his  employment  under  this  Agreement  as a car
allowance,  or at its option  provide  Executive  with a Cadillac  or  similarly
priced car for his use.

               (E) During his employment under this Agreement, the Company shall
provide Executive such coverage under all fringe benefits programs maintained or
offered by the Company to its senior executives,  including,  but not limited to
those providing for tax and financial planning, group hospitalization,  medical,
health and accident,  and disability  income  insurance.  The Company shall also
reimburse Executive for his membership in a Health Club. In addition,  Executive
shall be entitled to annual  vacations  consistent  with the Company's  vacation
policy, but not less than four (4) weeks per year.

               (F) The Company shall review Executive's compensation,  including
Base Salary, bonus, stock options and additional  perquisites and benefits,  not
less  frequently  than  annually  on the  anniversary  of  the  hiring  date  of
Executive.  Following such review, the Company may, in its discretion,  increase
such compensation,  but shall not decrease such compensation  during the term of
this Agreement.

        4.     Termination of Employment.

               (A) Executive's employment under this Agreement may be terminated
by the Company with or without  cause.  Such  termination  shall be effective on
written notice  delivered  personally to Executive or one (1) business day after
it is sent to him by registered or certified mail.

               (B)  Termination  for Cause.  Executive's  employment  under this
Agreement may be  terminated  by the Company at any time for cause.  Cause shall
include,  but not be limited to: (i)  conviction of any felony  involving  moral
turpitude or dishonesty; (ii) conviction of the unlawful sale, trafficking in or
use of controlled drugs or substances,  or,  regardless of arrest or conviction,
the illegal use or sale of controlled  drugs or  substances,  or being under the
influence  thereof  while at work;  (iii) gross  neglect or grossly  incompetent
performance of Executive's duties, provided that Executive has been given notice
of such cause and at least  sixty (60) days to cure such  performance  problems;
(iv) Executive's  death; (v) Executive's  disability  rendering him unable for a
continuous period of three (3) consecutive  months to perform his duties for the


                                       2

 

<PAGE>

<PAGE>


Company hereunder; (vi) willful dishonesty in dealings with, or on behalf of the
Company or its  customers  or  suppliers  or willful  violation  of  Executive's
obligations  to  the  Company;   (vii)   Executive's   material  breach  of  his
confidentiality  obligations  under this Agreement;  or (viii) the expiration of
the term of Executive's employment under this Agreement.

               In the event of a  termination  of this  Agreement by the Company
for any cause specified above,  Executive's further compensation hereunder shall
be limited to accrued but unpaid Base Salary,  unpaid  amounts for  reimbursable
expenses;  and  Executive  shall  have no other or  further  rights  under  this
Agreement.

               (C)  Termination  Without  Cause.  In the event of the  Company's
termination  of this  Agreement  for any reason other than for cause,  Executive
shall be entitled to receive in addition to the amounts  described  in Paragraph
4(B) above (but in lieu of any other  compensation  under this  Agreement):  (i)
continuation,  on the same  periodic  payment  basis as previously in effect for
Executive,  of his Base Salary following the date of Executive's termination for
twenty-four (24) months or through the conclusion of the term of this Agreement,
whichever is longer;  (ii) an amount equal to  Executive's  Target Bonus for the
year in which  his  termination  occurs  multiplied  by a  fraction  derived  by
dividing (x) the number of days elapsed  between  January 1 of such year and the
date of Executive's termination,  by (y) 365; and (iii) an additional payment on
a date mutually  agreeable to the parties to this  Agreement,  but no later than
eighteen (18) months following the termination of Executive's employment,  of an
amount equal to the pro-rated  Target Bonus  Executive will receive for the year
in which Executive's  termination  occurs.  Payments of the amounts set forth in
this  Paragraph  4 (C)  shall be made by the  Company  subject  to offset by any
amounts  owed by  Executive to the Company for  prereimbursed  expenses,  loans,
advances,  as well as all  lawful  withholdings  and  deductions  to  which  all
payments  under this Agreement are subject;  and may, at the sole  discretion of
the Company, be conditioned upon Executive's  executing a written release of the
Company  and its  affiliates  and their  employees  and owners  from any and all
claims  arising out of this  Agreement and his  employment  and the  termination
thereof,  in a form  suitable  to the  Company  excluding  only:  the  Company's
continuing obligations under this Agreement; Executive's rights under COBRA; and
his vested rights under any savings or retirement  plan subject to ERISA. At the
Company's  option it may make a lump sum  payment  to  Executive  of any  unpaid
portion of the  applicable  period  specified  above.  Payments  made under this
Paragraph 4(C) shall not be matched under the Company's  401(k) Plan. No part of
the  continuation  period nor any payments made pursuant to this  Paragraph 4(c)
shall be  treated  as  employment  by the  Company  or  compensation  under  any
retirement,  pension,  savings or any other employee  benefit plan as defined in
ERISA.

               (D)  Resignation  By  Executive.  Executive  agrees  to give  the
Company written notice of his resignation.  Such notice to be effective shall be
delivered personally to the Chairman at least ninety (90) days in advance of the
last day of Executive's employment. In the event of Executive's resignation, the
Company's  sole  obligation  under this  Agreement  shall be to continue for the
notice  period:  (i) to pay  Executive  Executive's  Base Salary (at the rate in
effect at the time notice is given);  and (ii) the fringe benefits  described in
paragraph 3(E) above.


                                       3


 

<PAGE>

<PAGE>


               (E) Death Benefit. In the event Executive dies during the term of
this Agreement the Company shall continue to pay to Executive's  estate his Base
Salary for a period of two (2) months.

        5. Confidential  Information.  Executive  acknowledges the importance of
the Company's  arrangements  with its employees,  customers and suppliers and he
further acknowledges that the nature of these arrangements and other information
concerning  the business,  processes,  policies and practices of the Company are
trade secrets and constitute valuable assets of the Company. Executive agrees to
keep secret and retain in the strictest  confidence all confidential  matters of
the Company,  including,  without  limitation,  trade secrets,  trade "know-how,
customer lists, internal procedures,  forms, records,  business plans, financial
information,  information  relating  to  corporate  opportunities  and any other
confidential or proprietary information bearing upon or relating to the business
and affairs of the Company,  or its suppliers or customers  learned by Executive
during his  employment,  and not to  disclose  such  information,  or  documents
containing such  information,  to anyone outside of the Company either during or
after his  employment  with the  Company,  except:  as required in the course of
performing  his duties  hereunder,  which duties  include in the interest of the
Company   discussions   with   investors,   investment   bankers  and  financial
institutions;  as required by law; with regard to such information which becomes
generally  available  to the public  other than as a result of the  violation of
this Agreement;  or with the Company's express written consent.  Notwithstanding
the  foregoing,  the  company  agrees  that  the  agreements,   conditions,  and
restrictions  contained in this Paragraph 5 shall not apply to Information which
(i) is currently or subsequently becomes available to the public or (ii) is made
known  through no fault of Executive or in spite of Executive  having  exercised
reasonable care to safeguard the same.  Executive agrees upon request to deliver
promptly to the Company upon the  termination  of his employment by the Company,
or at any time the  Chairman  may so request,  all  memoranda,  notes,  records,
reports and other documents and computer  storage media (and all copies thereof)
which  contain such  confidential  or  proprietary  information  relating to the
Company's business under his control.

        6.     Consequences of Termination.

               (A) During the one-year period following  Executive's  employment
under this Agreement,  Executive will not solicit or attempt to solicit from the
Company, for the purpose of employment, any person who is then or has within six
(6) months prior thereto,  been an officer,  manager or employee of the Company,
whether or not such persons  would commit a breach of a contract of  employment,
by reason of leaving the service of the Company.

               (B) During the  one-year  period  following  the  termination  of
Executive's  employment under this Agreement,  Executive will not, individually,
or on behalf of any other person or entity, in any manner  materially  adversely
affecting  the Company  engage in the  business of a merchant,  factor,  trader,
wholesaler or retailer,  or solicit the business of, or in any other manner deal
with, any person or entity which is then or has at any time during the preceding
one (1) year been a purchaser from or supplier to the Company.

                                       4


 

<PAGE>

<PAGE>


               (C) During the  one-year  period  following  the  termination  of
Executive's employment under this Agreement,  Executive will not be employed by,
work for, advise,  consult with,  serve or assist (whether as principal,  agent,
investor, lender, officer, director, employee,  consultant,  partner, advisor or
otherwise) any person or entity (i) engaged in the food distribution business in
any geographic  area or territory in Europe or Asia in which the Company is then
conducting  a trade or business in the same line of  business,  or (ii) which is
reviewing or proposing to acquire a food distribution business which the Company
or any  of its  affiliates  had,  during  Executive's  employment,  reviewed  or
considered for  acquisition;  or take  advantage of any then existing  corporate
opportunity of the Company;  provided,  however,  that nothing herein  contained
shall prevent Executive from purchasing and owning up to one percent (1%) of the
stock of any company or business  whose  securities  are actively  traded on any
securities  exchange  or the  acquisition  of which  was,  before or after  such
termination,  approved by the Chairman. In connection with this subparagraph, it
is  acknowledged  and  understood  by  Executive  that the Company is engaged in
international  merchandising  and business  operations and that the scope of its
business, concerning which Executive is expected to develop intimate familiarity
extends throughout Asia and Europe.

               (D) Executive  acknowledges and agrees that the damages caused by
Executive's  breach of Paragraphs 5 or 6 of this  Agreement  will be irreparable
and may not be  quantifiable.  Therefore,  Executive agrees that his obligations
pursuant  to  Paragraphs  5  and  6 of  this  Agreement  shall  be  specifically
enforceable in, at the Company's  option,  a court of competent  jurisdiction or
before the American  Arbitration  Association (New York office), as set forth in
Paragraph 8 hereof,  and that the Company shall,  without being required to post
any  bond or  security,  be  entitled  to  obtain  temporary  relief  and/or  an
injunction against  Executive's breach or threatened breach of the provisions of
Paragraph 5 or 6 of this Agreement.

               (E) Upon the termination of his employment  under this Agreement,
Executive  shall be deemed to have  resigned  as a  director  or  officer of the
Company and any subsidiaries or affiliates of the Company in which he holds such
positions.

        7.     Change of Control.

               (A) If there is a "change of control"  of the  Company  Executive
may, at his option,  upon thirty (30) days  written  notice given to the Company
within one hundred eighty (180) days after a "change of control," terminate this
Agreement  and receive the amount equal to that which he would have  received if
he had been  terminated  other than for cause.  For purposes  hereof  "change of
control"  is  hereby  defined  to  mean:  (i)  the  sale,  conveyance  or  other
disposition of all or a major portion of the assets of the Company (or successor
organization);  (ii) any transaction or series of transactions (as a result of a
tender offer, merger, consolidation or otherwise) that results in, or that is in
connection with, any person, entity or group acquiring or obtaining the right to
acquire, in one or more transactions, "beneficial ownership" (as defined in Rule
13d-3 under the Securities  Exchange Act of 1934),  directly or  indirectly,  of
such  percentage of the  aggregate  voting power of any class or common stock of
the company (or successor  organization)  as shall exceed fifty percent (50%) of
such aggregate  voting power;  (iii) the Company's Board of Directors  elects or
appoints a person to serve as either the Chairman or the


                                       5



 

<PAGE>

<PAGE>


Chief  Executive  Officer of the Company  who is not  presently  occupying  that
position,  except during a disability of the current Chairman or Chief Executive
Officer for a period not exceeding one hundred eighty (180) days.

               (B)  In  the  event  that  Executive   would,   except  for  this
subparagraph  7(B), be subject to a tax pursuant to Section 4999 of the Internal
Revenue Code of 1986, as amended,  (the "Code") or any successor  provision that
may be in effect,  as a result of "parachute  payments" (as that term is defined
in  Section  280G(b)(2)(A)  and  (d)(3)  of the  Code)  made  pursuant  to  this
Agreement,  or a  deduction  would not be allowed to the  Company for all or any
part of such payments by reason of Section 280G(a) of the Code, or any successor
provision that may be in effect, such payments shall be reduced,  eliminated, or
postponed  in such  amounts as are  required  to reduce the  aggregate  "present
value"  (as that term is  defined  in  Section  280G(d)(4)  of the Code) of such
payments  to one dollar  less than an amount  equal to three  times  Executive's
"base amount," (as that term is defined in Section  280G(b)(3)(a) and (d)(1) and
(2) of the Code) to the end that  Executive  is not  subject to tax  pursuant to
such  Section  4999 and no  deduction  is  disallowed  by reason of such Section
280G(a).  To  achieve  such  required  reduction  in  aggregate  present  value,
Executive shall determine what item(s) constituting the parachute payments shall
be  reduced,  eliminated  or  postponed,  the  amount  of each  such  reduction,
elimination or postponement, and the period of each such postponement. To enable
Executive to make such  determination,  the Company shall be required to provide
Executive   with  such   information   as  is  reasonably   necessary  for  such
determination.

               (C)  Prior to the  making of any  payment  under  paragraph  4(C)
above, either party may request a determination as to whether such payment would
constitute  a "parachute  payment,"  and, if so, the amount by which the payment
must be reduced in accordance herewith. If such a determination is requested, it
shall be made promptly,  at the Company's  expense,  by independent  tax counsel
selected by the Company and  approved by  Executive  (which  approval  shall not
unreasonably  be  withheld),  and such  determination  shall be  conclusive  and
binding on the  parties.  The Company  shall  provide such  information  as such
counsel may reasonably request, and such counsel may engage accountants or other
experts  at the  Company's  expense to the extent  that they deem  necessary  or
advisable to enable them to reach a  determination.  The term  "independent  tax
counsel,"  as used  herein,  shall mean a law firm of  recognized  expertise  in
federal income tax matters that has not previously advised or represented either
party.  It is hereby agreed that neither the Company nor Executive  shall engage
any such firm as counsel  for any purpose  other than to make the  determination
provided for herein and/or to represent or advise such party in connection  with
a dispute or audit by the Internal  Revenue  Service  concerning  this issue for
three years following such firm's announcement of its determination.

        8. Resolution of Disputes. The parties recognize that disputes may arise
concerning  this  Agreement  or  with  respect  to  Executive's   employment  or
termination  of  employment  under this  Agreement or any law. The parties agree
that should any such claim,  controversy or dispute arise,  the parties will use
their best efforts to resolve  such dispute  informally,  between  them.  In the
event that a claim,  controversy  or dispute  between the Company and  Executive
cannot be resolved within thirty (30) days after either party first gives notice
in  writing  that a dispute  exists,  either  party may then refer the matter to
arbitration before the American Arbitration Association


                                       6


 

<PAGE>

<PAGE>


(New York office)  pursuant to its rules for resolution of employment  disputes,
including, but not limited to, its rules allowing for the rendering of awards ex
parte;  provided,  that  nothing  contained  herein  shall  require the Company,
pending resolution of any dispute, to continue Executive's  employment following
its notice to him of the termination of his employment.

        The parties hereby agree that, except for claims by the Company pursuant
to Paragraphs 5 and 6 hereof, referral to arbitration shall be the sole recourse
of either party under this Agreement  with respect to any claim,  controversy or
dispute between them.

        With respect to disputes  concerning  Paragraphs 5 and/or 6 hereof,  the
parties agree that provisional or injunctive  relief in connection with disputes
arising  under with  either  Paragraph  5 or 6 may be sought,  at the  Company's
option, in a court of competent  jurisdiction or through  arbitration before the
American Arbitration Association.  Regardless of whether  provisional/injunctive
relief is sought by the Company in a court of competent  jurisdiction or through
arbitration,  arbitration before the American Arbitration  Association (New York
office) pursuant to its rules for resolution of employment disputes shall be the
sole recourse for the ultimate  determination of the substantive issues of those
disputes.

        The arbitration and/or litigation shall take place in New York City. All
parties  concede  to  personal  jurisdiction  in New York and  hereby  waive any
jurisdictional defenses as to New York law and venue.

        9. This Agreement  constitutes the entire agreement  between the parties
and contains all agreements  between them,  including,  but not limited to those
relating  to  the  terms  and  conditions  of  Executive's  employment  and  his
compensation. Each party to this Agreement acknowledges that no representations,
inducements,  promises or agreements, orally or otherwise, have been made by any
party,  or anyone acting on behalf of any party,  which are not embodied in this
Agreement,  and that no  agreement,  statement or promise not  contained in this
Agreement shall be valid or binding.  This Agreement also supersedes any and all
other agreements and contacts between them whether verbal or in writing.

        10.  Except  as  otherwise   specifically   provided,  no  amendment  or
modification of this Agreement shall be valid or effective, unless it shall have
been reduced to writing and signed by the Chairman and Executive.

        11. The invalidity or  unenforceability  of any particular  provision of
this Agreement shall not affect its other  provisions,  and this Agreement shall
be construed in all respects as if such invalid or  unenforceable  provision had
been omitted.

        12.    Notice to the Company shall be given to:

                      TLC Beatrice International Holdings, Inc.
                      9 West 57th Street
                      New York, New York 10019;
                      Attention of Mrs. Loida Lewis


                                       7




 

<PAGE>

<PAGE>


               Notice to Executive shall be given to:

                      Peter Offermann
                      154 North Mountain Avenue
                      Montclair, New Jersey 07042

All notices shall be in writing. Any party may send any notice, claim, demand or
other communication hereunder to the intended recipient at the address set forth
above using personal  delivery,  courier,  messenger service,  telecopy,  telex,
ordinary  mail or  electronic  mail,  but no such notice shall be deemed to have
been duly  given  until it is  received,  unless the party  intentionally  makes
itself  unavailable  for  service.  Any party may  change  the  address to which
notices are to be delivered by giving notice in the manner herein set forth.

        13.    This Agreement shall be construed  and enforced  according to the
laws of the State of New York.

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

                                   TLC BEATRICE INTERNATIONAL HOLDINGS, INC.

                                   By:
                                       ----------------------------------------
                                   Title: Chairman


                                   --------------------------------------------
                                   Peter Offermann




                                       8


<PAGE>