Exhibit 2.7  AMENDMENT AGREEMENT  IN RESPECT OF
SUBORDINATION AGREEMENT  THIS AMENDMENT AGREEMENTis made on 16 February 2004between
the following parties  (1)UNITED BISCUITS FINANCE PLC, a company
organised under the laws of England and Wales (the Company);  (2)RUNECORP LIMITED, a company organised
under the laws of England and Wales (the Parent); and  (3)THE BANK OF NEW YORK (the Trustee), as the
Trustee under the Indenture.  WHEREAS:  (A)The Company, the Parent and the Trustee entered into the
Subordination Agreement, dated 17 April 2001 (the Subordination Agreement), to set out the
terms on which the Parent agreed that the Intercompany Loans made in connection
with the Acquisition would be subordinated in right of payment to notes issued
by the Company under the Indenture;  (B)The Company has issued new notes under the Indenture;  (C)This Amendment Agreement to the Subordination Agreement is entered
into between the Company, the Parent and Trustee to amend and restate the
Subordination Agreement in order to set out the terms on which the Parent
agrees that the Intercompany Loans shall be subordinated in rights of payment
to the Notes (defined below).  1INTERPRETATION  1.1Definitions  Words and expressions defined in the Subordination Agreement
shall (except where the context otherwise requires or there is express
provision in this Amendment Agreement to the contrary) have the same meaning
and construction when used in this Amendment Agreement.  Words and expressions defined in the
recitals above shall have the meaning ascribed to them therein.  2AMENDMENTS  2.1The Subordination Agreement is hereby amended as follows: the
definition of Notes set out in Clause 1.1 shall be deleted and replaced with
the following:  Notes means (a) the £120,000,000 103/4%
Senior Subordinated Notes due 2011 ande160,000,000 105/8% Senior Subordinated Notes
due 2011 issued by the Company on 17 April 2001, (b) the £45,000,000 103/4%
Senior Subordinated Notes due 2011 and e32,500,000 105/8% Senior Subordinated Notes
due 2011 issued by the Company on 16 February 2004 and (c) any Additional
Notes (as defined under the Indenture) that may be issued under the Indenture
from time to time.  1 
   3FULL FORCE AND EFFECT  Save as
expressly modified by this Amendment Agreement, the Subordination Agreement
shall remain in full force and effect. 
The Subordination Agreement and this Amendment Agreement shall
henceforth be read and construed in conjunction as one agreement.  4ASSIGNMENT AND TRANSFER  Binding AgreementThis
Amendment Agreement shall be binding on and ensure to the benefit of each party
hereto and its or any subsequent permitted successors, transferees or assigns.  TransferNeither
the Company nor the Parent shall assign or transfer all or any of its rights,
benefits and obligations hereunder.  Assignment and Transfer of
Intercompany Loans  Notwithstanding any provisions contained in the Intercompany
Loans Agreements, the Intercompany Loans shall not be assigned or transferred
by the Parent to any person other than to the Company.  5COUNTERPARTS  This Amendment
Agreement may be executed in any number of counterparts and all of such
counterparts taken together shall be deemed to constitute one and the same
instrument.  6THIRD PARTY RIGHTS  The parties
hereto do not intend that this Amendment Agreement or any term hereof should be
enforceable in accordance with the Contracts (Rights of Third Parties) Act 1999
by any entity not a party hereto, other than the Holders of the Notes.  7GOVERNING LAW  This Amendment Agreement is governed by, and shall be
construed in accordance with, English law.  8MISCELLANEOUS  This
Amendment Agreement may be executed in any number of counterparts and all such
counterparts taken together shall be deemed to constitute one and the same
instrument.  THIS AMENDMENT AGREEMENT
HAS BEEN EXECUTEDon the date written at the
beginning of this document.  2 
   SIGNATORIES  UNITED BISCUITS
  FINANCE PLCBy:
  /s/ Malcolm
  RitchieName: Malcolm
  RitchieTitle:   DirectorRUNECORP LIMITEDBy:
  /s/ Malcolm
  RitchieName: Malcolm
  RitchieTitle:   DirectorTHE BANK OF NEW
  YORKBy:
  /s/ Daniel WynneName: Daniel
  WynneTitle:   Assistant Vice President  [SIGNATURE PAGE IN RESPECT OF
AMENDMENT AGREEMENT TO SUBORDINATION DEED]