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                                                                   Exhibit 10.13

                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT
                                 BY AND BETWEEN
                       PINNACLE FOODS HOLDING CORPORATION
                                       AND
                                 N. MICHAEL DION

      THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is
entered into as of this 25th day of November, 2003 (the "Effective Date") by and
between Pinnacle Foods Holding Corporation, a Delaware corporation (the
"Company"), with offices at one Old Bloomfield Road, Mountain Lakes, New Jersey
07046 and N. Michael Dion (the "Executive"). Pinnacle Foods Corporation, a
Delaware corporation, and a wholly-owned subsidiary of the Company (the
"Operating Company"), is a party to this Agreement as provided herein.

                                    RECITALS

      WHEREAS, the Company, the Operating Company and Executive are parties to
an employment agreement, dated June 1, 2001 (the "Prior Agreement"); and

      WHEREAS, on the Effective Date, the Company engaged in a series of
transactions (collectively, the "Transaction") pursuant to an Agreement and Plan
of Merger by and among the Company, Crunch Holding Corp., Crunch Acquisition
Corp. and HMTF PF. L.L.C., in its capacity as representative, dated as of August
8, 2003 (the "Merger Agreement"); and

      WHEREAS, in connection with the consummation of the Transaction, the
parties hereby wish to amend and restate the Prior Agreement in the form of this
Agreement.

                                    AGREEMENT

      NOW THEREFORE, for good and valuable consideration, including the mutual
covenants herein, the parties agree that the Prior Agreement is amended and
restated in its entirety in the form of this Agreement, as follows:

      1.    Employment Period. Subject to Section 3, the Company agrees to
continue to employ Executive, and Executive hereby accepts employment with the
Company, in accordance with the terms and conditions of this Agreement, during
the period commencing on the Effective Date and ending on the second anniversary
of the Effective Date and from year to year thereafter unless terminated as
provided herein; provided, that in no event shall the employment relationship
contemplated by this Agreement extend beyond the fourth anniversary of the
Effective Date unless agreed to in writing by the parties and further no
termination or expiration of the employment relationship contemplated by this
Agreement shall reduce any rights and/or obligations arising under this
Agreement (i) as a result of such termination or (ii) during the term of this
Agreement and which have accrued prior to any such termination or expiration.

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      2.    Terms of Employment.

            (a)   Positions and Duties. During the term of Executive's
                  employment with the Company, Executive shall serve as Senior
                  Vice President and Chief Financial Officer of the Company and
                  of the Operating Company (or such other position or positions
                  as Executive and the Chief Executive Officer of the Company
                  shall determine from time to time) and, in so doing shall
                  report to the Chief Executive Officer of the Company (the
                  "CEO"). Executive shall have the authority, duties and
                  responsibilities customarily exercised by an individual
                  serving in such position in a corporation the size and nature
                  of the Company. During the term of Executive's employment with
                  the Company (excluding any periods of vacation and sick
                  leave), Executive shall devote sufficient time to the business
                  and affairs of the Company necessary to discharge the
                  responsibilities assigned to Executive hereunder, as
                  determined by the CEO. It shall not be a violation of this
                  Agreement for the Executive to (i) serve on business, civic or
                  charitable boards and/or committees, (ii) deliver lectures or
                  fulfill speaking engagements, or (iii) manage or provide
                  advice to other businesses or entities with respect to which
                  Executive has made a personal monetary investment or has
                  otherwise created an advisory relationship, so long as the
                  Board has approved such activities and such activities,
                  individually or in the aggregate, do not unreasonably
                  interfere with the performance of Executive's responsibilities
                  in accordance with this Agreement.

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            (b)   Compensation, Benefits and Expenses. During the term of
                  Executive's employment with the Company, Executive shall
                  receive an annual base salary of not less than three hundred
                  fifty thousand dollars ($350,000) ("Annual Base Salary"),
                  which shall be paid in accordance with the customary payroll
                  practices of the Company. In addition, Executive shall be
                  entitled to receive an annual bonus ("Annual Bonus") of up to
                  one hundred seventy-five thousand dollars ($175,000) upon
                  achievement of performance criteria as shall be established by
                  the CEO and the Board of Directors of the Company (the
                  "Board") or the Compensation Committee thereof.
                  Notwithstanding the above, it is expected that Executive's
                  Annual Base Salary and Annual Bonus target will be increased
                  by the Board upon the consummation of the transactions
                  contemplated by the Agreement and Plan of Reorganization and
                  Merger among Aurora Foods Inc. and Crunch Equity Holding, LLC,
                  dated as of ________, 2003 (collectively, the "Aurora
                  Transaction"), in light of Executive's additional duties and
                  responsibilities as a result of the Aurora Transaction. The
                  Board will consider such increases at or immediately following
                  the consummation of the Aurora Transaction.

                  (i)   During the term of Executive's employment with the
                        Company, Executive shall be entitled to participate in
                        all incentive, savings and retirement plans, practices,
                        policies and programs applicable generally to other
                        executives of the Company and the Operating Company
                        ("Investment Plans").

                  (ii)  During the term of Executive's employment with the
                        Company, Executive and his family shall be eligible for
                        participation in and shall receive all benefits under,
                        welfare benefit plans, practices, policies and programs
                        applicable generally to other executives of the Company
                        and the Operating Company, including but not limited to
                        comprehensive medical and dental coverage, disability
                        and basic and supplemental life insurance ("Welfare
                        Plans").

                  (iii) Except to the extent that such are changed pursuant to a
                        general change in benefits applicable generally to other
                        executives of the Company and the Operating Company,
                        during the term of Executive's employment with the
                        Company, the Company shall continue to provide Executive
                        with at least the same benefits provided to Executive by
                        the Company and the Operating Company prior to the
                        Effective Date ("Other Benefits").

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                  (iv)  During the term of Executive's employment with the
                        Company, Executive shall be entitled to receive prompt
                        reimbursement for all reasonable expenses associated
                        with performing the duties hereunder in accordance with
                        the policies, practices and procedures of the Company
                        ("Reimbursable Expenses").

                  (v)   During the term of Executive's employment with the
                        Company, Executive shall be entitled to paid vacation
                        and paid holidays in accordance with the plans,
                        policies, programs and practices of the Company for its
                        executive officers.

      3.    Termination of Employment.

            (a)   Reasons for Termination. Executive's employment with the
                  Company may be terminated (i) by the Company for Cause or
                  without Cause, (ii) by Executive with or without Good Reason,
                  or (iii) by either the Company or the Executive upon
                  Executive's Disability (other than by reason of death). This
                  Agreement shall automatically expire (i) at the end of the
                  month following Executive's death and (ii) unless otherwise
                  agreed to in writing by the parties, as of the fourth
                  anniversary of the Effective Date.

            (b)   Definitions. The following terms, as used herein, shall have
                  the following meanings:

                  (i)   "Annual Base Compensation" shall mean, at any given
                        time, the aggregate amount of (A) the Annual Base Salary
                        and (B) the then budgeted Annual Bonus for Executive;
                        provided that in no event shall Annual Base Compensation
                        be less than $525,000. Calculations required herein
                        based upon the amount of the Annual Bonus portion of the
                        Annual Base Compensation earned shall be determined as
                        if the Annual Bonus portion of the Annual Base
                        Compensation is earned evenly throughout the year based
                        upon a 365-day year; provided that for purposes of
                        Section 3(c)(i)(A), the Annual Bonus portion of the
                        Annual Base Compensation earned through the date of
                        termination shall (1) be calculated by the Company as of
                        the date of the termination under Section 3(c)(i),
                        taking into consideration (x) for that portion of the
                        then current fiscal year that has elapsed prior to such
                        termination, the Company's performance against the
                        fiscal EBITDA budget for such time period and (y) a
                        reasonable estimation by the Board of the Company's
                        EBITDA performance for the remainder of the fiscal year
                        (such calculation referred to as the

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                        "Estimated Annual Bonus") or (2) if Executive gives a
                        timely notice of objection as provided below, be
                        calculated by the Company based on the EBITDA results
                        the Company actually achieves during the then current
                        fiscal year, based on the performance criteria
                        previously established by the Board (such calculation
                        referred to as "Actual Results Bonus"), with such
                        calculation being made based upon the audited financial
                        statement for such fiscal year (the "Audited Financial
                        Statements") and, in the case of both clause (1) and (2)
                        above, such Annual Bonus as calculated above shall be
                        reduced on a pro rata basis to reflect the actual days
                        of employment elapsed during such fiscal year prior to
                        the date of termination as compared to the total number
                        of days during such fiscal year. Within thirty (30) days
                        of the date of termination under Section 3(c)(i), the
                        Board shall give Executive notice of its calculation of
                        the Estimated Annual Bonus together with a description
                        of the basis and assumptions supporting such projection.
                        In the event Executive gives the Company notice of his
                        objection to such projection within thirty (30) days of
                        the receipt of the notice thereof, then Executive shall
                        be deemed to have waived and released his rights to
                        receive any amounts under clause (1) above and
                        thereafter Executive shall be eligible for the Actual
                        Results Bonus under clause (2) above. Should Executive
                        either expressly accept in writing the Estimated Annual
                        Bonus calculation or fail to give timely notice of
                        objection as provided above, then Executive shall be
                        deemed to have accepted such calculation and to have
                        waived and released his rights to receive any amounts
                        under clause (2) above. In the case of the application
                        of the Estimated Annual Bonus above, the date that
                        Executive accepts or is deemed to have accepted the
                        Board's calculation thereunder and in the case of the
                        application of the Actual Results Bonus above, the date
                        of the issuance of the Audited Financial Statement, in
                        each case is referred to herein as the "Determination
                        Date."

                  (ii)  "Cause" shall mean an act of intentional fraud upon the
                        Company that has caused a harm or injury to the Company
                        or the Operating Company, as applicable; provided,
                        however, that (x) the Board shall provide Executive with
                        notice of the particular acts or omissions that are
                        alleged to give rise to such fraud and (y) the Board
                        shall hold a hearing no sooner than ten days after such
                        notice at which Executive shall have the right to
                        address the Board and dispute such allegations.
                        Executive shall have the right to contest a
                        determination of Cause by the Board by

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                        requesting arbitration in accordance with the terms of
                        Section 6 below.

                  (iii) "Change in Control" shall mean, following the Effective
                        Date, (A) any "person" (as such term is used in Section
                        13(d) of the Exchange Act, other than (x) Crunch Equity
                        Holdings, LLC ("Crunch") or any of its "Affiliates" (as
                        defined below) or (y) a parent entity as contemplated by
                        clause (C) below, becoming the direct or indirect
                        "beneficial owner" (as determined pursuant to Rule 13d-3
                        under the Exchange Act) of securities of the Company,
                        the Operating Company, Crunch or Crunch Holding Corp.
                        (the "Holding Company") representing more than 30% of
                        the combined voting power of any such entity's (or, if
                        Crunch, the Holding Company, the Company or the
                        Operating Company, as applicable, is a direct or
                        indirect wholly-owned subsidiary of another entity
                        (other than any of the aforementioned entities), of any
                        such parent entity's), then outstanding securities and
                        Crunch or its Affiliates do not in the aggregate
                        beneficially own, directly or indirectly, securities
                        representing more than 50% of the combined voting power
                        of the voting securities of the entity whose voting
                        power is being tested above, (B) Crunch, the Holding
                        Company, the Company or the Operating Company merging
                        with or consolidating into any other entity, or the
                        equity holders of Crunch, the Holding Company, the
                        Company or the Operating Company, as applicable, and the
                        holders of voting securities of any other entity
                        participating in a securities exchange (other than a
                        merger, consolidation or exchange which (1) would result
                        in the holders (and/or their Affiliates) of the voting
                        securities of Crunch, the Holding Company, the Company
                        or the Operating Company, as applicable, outstanding
                        immediately prior thereto holding immediately thereafter
                        securities representing more than 50% of the combined
                        voting power of the voting securities of the surviving
                        entity (or, if Crunch, the Holding Company, the Company
                        or the Operating Company, as applicable, is a direct or
                        indirect wholly-owned subsidiary of another entity
                        (other than any of the aforementioned entities), of such
                        parent entity) outstanding immediately after such
                        merger, consolidation or exchange and (2) would result
                        in Executive being senior vice president and chief
                        financial officer of the of such surviving entity), or
                        (C) the equity holders of Crunch, the Holding Company,
                        the Company or the Operating Company approving a plan of
                        complete liquidation or any agreement or agreements for
                        the sale or disposition by

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                        Crunch, the Holding Company, the Company or the
                        Operating Company, as applicable, in one or a series of
                        related transactions, of all or substantially all of
                        Crunch's, the Holding Company's, the Company's or the
                        Operating Company's assets, as applicable, other than
                        any such plan of liquidation adopted in connection with
                        a merger, consolidation or exchange which does not
                        constitute a Change in Control under the preceding
                        clause (B). For purposes of this Section 3(b)(iii), the
                        term "Affiliate" means any person or entity that,
                        directly or indirectly, through one or more
                        intermediaries, controls, or is controlled by, or is
                        under common control with, another person or entity,
                        where the term "control" means (including, with
                        correlative meaning, the terms "controlling,"
                        "controlled by" and "under common control with") the
                        possession, directly or indirectly, of the power to
                        direct or cause the direction of the management,
                        policies or investment decisions of such person or
                        entity, whether through the ownership of voting
                        securities, by contract or otherwise.

                  (iv)  "Disability" means (A) Executive's incapacity due to
                        death or a permanent mental or physical illness that
                        prevents Executive from performing his duties hereunder
                        or (B) a physical condition that renders the performance
                        by Executive of his duties hereunder a serious threat to
                        the health and well being of Executive. Disability shall
                        be determined by a physician selected by Executive (or
                        his legal representative) and reasonably acceptable to
                        the Company.

                  (v)   "Good Reason" means (A) the assignment to Executive of
                        any position, authority, duties or responsibilities
                        inconsistent with Section 2(a) (including status,
                        offices, titles and reporting requirements), or any
                        other action by the Company which results in a
                        diminution in such position, authority, duties or
                        responsibilities of Executive with the Company,
                        excluding for this purpose an action not taken in bad
                        faith and which is remedied by the Company promptly
                        after receipt of written notice thereof specifying the
                        particular action in issue, and provided that a
                        reassignment of Executive's position, authority, duties
                        or responsibilities by the CEO in accordance with
                        Section 2(a) shall not be considered an event described
                        in this clause (A), (B) a material breach by the Company
                        of this Agreement or any stock option agreement between
                        the Company and Executive, which is not cured within 30
                        days

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                        after the receipt of written notice specifying the
                        particular acts or omissions giving rise to such breach,
                        (C) a reduction, without the prior written consent of
                        Executive, in the amount of annual base salary and/or
                        annual bonus paid to Executive by the Company in any
                        given year as compared to the immediately preceding year
                        (other than as a result of the Company's failure to
                        achieve bonus criteria established by the Board), (D)the
                        relocation, without the prior written consent of
                        Executive, of Executive's principal place of employment
                        more than 30 miles from his current principal place
                        employment if such relocation would increase Executive's
                        commute, or (E) following a Change in Control (i) the
                        failure of Executive to hold the position and have the
                        authority, duties and responsibilities which he holds
                        and has immediately prior to the Change in Control, at
                        the surviving or ultimate parent entity, as applicable,
                        or (ii) the failure of Executive to report solely to the
                        CEO of the surviving or ultimate parent entity, as
                        applicable.

            (c)   Obligations of the Company upon Termination.

                  (i)   With Cause; Without Good Reason. If, during the term of
                        this Agreement, the Company shall terminate Executive's
                        employment with the Company for Cause, or Executive
                        shall terminate his employment with the Company without
                        Good Reason, then:

                        (A)   the Company shall pay to Executive in cash (x)
                              within 10 days after the date of such termination
                              the sum of (1) any Annual Base Salary earned
                              through the date of termination to the extent not
                              theretofore paid by the Company, (2) any
                              compensation previously deferred by Executive and
                              (3) any vacation pay earned through the date of
                              termination not theretofore paid by the Company,
                              (the aggregate of the sum of clause (x) being, the
                              "Accrued Obligation") and (y) within 10 days after
                              the date of such termination, all Reimbursable
                              Expenses previously incurred but not reimbursed in
                              accordance with this Agreement ("Accrued
                              Expenses"); and

                        (B)   the Company shall pay to Executive any amounts
                              arising from Executive's participation in, or
                              benefits under, any Investment Plans (the "Accrued
                              Investments"), which amounts shall be payable in
                              accordance with the term and conditions of the

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                              Investment Plans; provided that this Section
                              3(c)(i)(B) is not intended to require, and shall
                              not be construed to require, any payments to be
                              made in respect of any stock option plan, stock
                              appreciation right or plan, or stock purchase
                              right or plan adopted by the Company, the Holding
                              Company or the Operating Company (collectively,
                              "Equity Plans"), and the terms and conditions of
                              such Equity Plans shall govern the parties'
                              obligations and rights thereunder.

                  (ii)  Without Cause; With Good Reason; Disability. If, during
                        the term of this Agreement, the Company shall terminate
                        Executive's employment with the Company without Cause,
                        Executive shall terminate his employment with the
                        Company with Good Reason, or Executive's employment with
                        the Company shall terminate or expire due to Executive's
                        Disability, then:

                        (A)   the Company shall pay to Executive in cash within
                              10 days after the date of such termination the
                              amount of the Accrued Obligation (including the
                              Annual Bonus portion of the Annual Base
                              Compensation that has been earned through the date
                              of termination as determined in accordance with
                              Section 3(b)(i)) and any Accrued Expenses;

                        (B)   the Company shall pay to Executive the Accrued
                              Investments in accordance with the terms and
                              conditions of the Investment Plans; provided that
                              this Section 3(c)(ii)(B) is not intended to
                              require, and shall not be construed to require,
                              any payments to be made in respect of any Equity
                              Plans and the terms and conditions of such Equity
                              Plans shall govern the parties obligations and
                              rights thereunder;

                        (C)   The Company shall pay to Executive in cash within
                              10 days after the date of such termination an
                              amount (the "Severance Amount") that is equal to
                              one and one-half (1.5) times the amount of the
                              then current Annual Base Compensation (including
                              the Annual Bonus portion of the Annual Base
                              Compensation targeted for such fiscal year whether
                              or not earned as of the date of termination in
                              accordance with Section 3(b)(i)); and

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                        (D)   for a period commencing on the date of such
                              termination and continuing for eighteen (18)
                              months thereafter (the "Severance Period"), the
                              Company shall continue to provide benefits under
                              Welfare Plans and the Other Benefits substantially
                              equivalent to those that were being provided prior
                              to the termination ("Benefit Continuation");
                              provided, however, that if Executive becomes
                              employed with another employer and is eligible to
                              receive any benefits that are substantially
                              equivalent to those required under the Benefit
                              Continuation coverage, then the Company may
                              terminate such Benefit Continuation coverage
                              insofar as it relates to such equivalent benefit.

            (d)   Effect on Benefit Plans. The existence of this Agreement shall
                  not prohibit or restrict Executive's entitlement to
                  participate in the executive compensation, employee benefit
                  and other plans or programs in which executives of the Company
                  or the Operating Company are eligible to participate. Nothing
                  herein shall restrict the Company's or the Operating Company's
                  right to amend any plan, practice, policy or program in a
                  manner generally applicable to similarly situated active
                  executives, in which event Executive shall be entitled to
                  participate on the same basis (including payment of applicable
                  contributions) as similarly situated active executives of the
                  Company.

            (e)   No Mitigation. Executive shall not be obligated to seek new
                  employment or take any other action to mitigate the benefits
                  to which Executive is entitled hereunder. Except as
                  contemplated by Section 3(c)(ii)(E) and Section 3(d) with
                  respect to the Benefit Continuation, such benefits shall not
                  be reduced whether or not Executive obtains new employment.

      4.    Mutual Release. Payment of the Severance Amount shall be conditioned
upon the execution by Executive and the Company of a valid mutual release, to be
prepared by the Company, in which Executive and the Company mutually release the
other, to the maximum extent permitted by law, from any and all claims either
may have against the other that relate to or arise out of Executive's employment
or termination of employment, except such claims arising under this Agreement,
any employee benefit plan or any other written plan or agreement.

      5.    Excise Taxes.

            (a)   Determination and Payment. If it is determined that any
                  payment, distribution or other benefit to Executive, whether
                  pursuant to this Agreement or otherwise (a "Payment"), would
                  be subject to any

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                  tax (e.g. excise tax under Section 4999 of the Internal
                  Revenue Code of 1986) other than income tax (such tax,
                  together with any interest and penalties related thereto are
                  hereinafter collectively referred to as an "Excise Tax"), then
                  the Company shall promptly pay to Executive an additional
                  payment ("Gross-Up Payment") in an amount such that Executive
                  retains, after payment of all taxes, and all interest and
                  penalties with respect thereto (including, without limitation,
                  income tax and Excise Tax imposed upon the Gross-Up Payment),
                  an amount of the Gross-Up Payment equal to the Excise Tax
                  imposed upon the Payment. The determination of the amount of
                  any Gross-Up Payment shall be made by a certified public
                  accounting firm selected jointly by the Company and Executive
                  (the "Accounting Firm"), the fees and expenses of which shall
                  be paid by the Company.

            (b)   Contesting. Executive shall promptly notify the Company of any
                  claim that, if successful, would require the payment of the
                  Gross-Up Payment. Without the consent of the Company,
                  Executive shall not pay such claim prior to the date that the
                  payment of taxes with respect to such claim is due. If the
                  Company notifies Executive in writing prior to such due date
                  that it desires to contest the claim, Executive shall take all
                  actions in connection with contesting the claim reasonably
                  required by the Company (including accepting legal
                  representation with respect to such claim by an attorney
                  reasonably selected by the Company); provided, however, that
                  the Company shall pay all costs and expenses (including
                  additional interest and penalties) incurred in connection with
                  such contest and shall indemnify and hold Executive harmless,
                  on an after-tax basis, from any tax (including reasonable
                  attorneys fees, interest and penalties with respect thereto)
                  imposed as a result thereof.

      6.    Claims.

            (a)   Arbitration of Claims. Executive and Company shall settle by
                  arbitration any dispute or controversy arising in connection
                  with this Agreement, whether or not such dispute involves a
                  plan subject to the Employee Retirement Income Security Act of
                  1974, as amended. Such arbitration shall be conducted in
                  accordance with the rules of the American Arbitration
                  Association before a panel of three arbitrators sitting in
                  Morris County, New Jersey or such other location as shall be
                  mutually agreed by the parties. The award of the arbitrators
                  shall be final and nonappealable, and judgment may be entered
                  on the award of the arbitrators in any court having proper
                  jurisdiction. All expenses of such arbitration shall be borne
                  by the Company. THE ARBITRATORS SHALL HAVE NO AUTHORITY TO
                  AWARD PUNITIVE

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                  DAMAGES UNDER ANY CIRCUMSTANCES (WHETHER IT BE EXEMPLARY
                  DAMAGES, TREBLE DAMAGES, OR ANY OTHER PENALTY OR PUNITIVE TYPE
                  OF DAMAGES) REGARDLESS OF WHETHER SUCH DAMAGES MAY BE
                  AVAILABLE UNDER APPLICABLE LAW, EXECUTIVE AND THE COMPANY
                  HEREBY EACH WAIVING THEIR RIGHT, IF ANY, TO RECOVER PUNITIVE
                  DAMAGES IN CONNECTION WITH ANY SUCH CLAIMS, DISPUTES OR
                  DISAGREEMENTS REGARDLESS OF WHETHER SUCH CLAIM, DISPUTE OR
                  DISAGREEMENT ARISES UNDER THE LAW OF CONTRACTS, TORTS,
                  (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OF EVERY KIND AND
                  STRICT LIABILITY WITHOUT FAULT), OR PROPERTY, OR AT COMMON LAW
                  OR IN EQUITY OR OTHERWISE. EXECUTIVE ACKNOWLEDGES THAT BY
                  SIGNING THIS AGREEMENT, EXECUTIVE IS WAIVING ANY RIGHT THAT
                  EXECUTIVE MAY HAVE TO A JURY TRIAL OR, OTHER THAN IN RESPECT
                  OF A DISPUTE OR CONTROVERSY ARISING IN CONNECTION WITH SECTION
                  13 OR SECTION 14, A TRIAL BEFORE A JUDGE IN CONNECTION WITH,
                  OR RELATING TO, A CLAIM.

            (b)   Payment of Legal Fees and Costs. The Company agrees to pay as
                  incurred, to the full extent permitted by law, all reasonable
                  legal fees and expenses which Executive may reasonably incur
                  as a result of any contest (regardless of the outcome thereof)
                  by the Company, Executive or others of any action taken
                  pursuant to the terms of this Agreement, or of the validity or
                  enforceability of, or liability under, any provision of this
                  Agreement, or any guarantee of performance thereof (including
                  as a result of any contest by Executive about the amount of
                  payment pursuant to this Agreement), plus in each case
                  interest on any delayed payment at the rate of 8% per annum.

            (c)   Agent for Service of Legal Process. Service of legal process
                  upon the Company with respect to a claim under this Agreement
                  shall be made upon the General Counsel of the Company.

      7.    Tax Withholding. All payments to the Executive under this Agreement
will be subject to the withholding of all applicable employment and income
taxes.

      8.    Severability. In the event that any provision or portion of this
Agreement shall be determined to be invalid or unenforceable for any reason, the
remaining provision of this Agreement shall be unaffected thereby and shall
remain in full force and effect.

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      9.    Successors. This Agreement shall be binding upon and inure to the
benefit of the Company and any successor of the Company. The Company will
require any successor to all or substantially all of the business and/or assets
of the Company or the Operating Company to expressly assume and agree to perform
this Agreement in the same manner and to the same extent that the Company or the
Operating Company, as applicable, would be required to perform if no succession
had taken place.

      10.   Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof. This
Agreement may not be modified in any manner except by a written instrument
signed by both the Company and Executive; provided that any modification of
Section 18 shall require the written consent of the Company, Executive and the
Operating Company.

      11.   Notices. Any notice required under this Agreement shall be in
writing and shall be delivered by certified mail return receipt required to each
of the parties as follows:

                  To Executive:

                  N. Michael Dion
                  1 Brandywine Ct.
                  Randolph, NJ 07869

                  To the Company:

                  Pinnacle Foods Corporation
                  1 Old Bloomfield Road
                  Mountain Lakes, NJ 07046
                  Attention: General Counsel

      12.   Validity. If any provision of this Agreement is held to be illegal,
invalid or unenforceable, such provision shall be full several, this Agreement
shall be constructed and enforced as if the illegal, invalid or unenforceable
provision had never comprised a portion of this Agreement, and the remaining
provisions of this Agreement shall remain in full force and effect. Furthermore,
in lieu of such illegal, invalid or unenforceable provision there shall be added
automatically as part of this Agreement a provision as similar in terms as may
be possible to the provision that was determined to be illegal, invalid or
unenforceable and such additional provision shall be legal, valid and
enforceable.

      13.   Confidential Information.

            (a)   The Executive acknowledges that the Company and its
                  subsidiaries have trade, business and financial secrets and
                  other confidential and proprietary information (collectively,
                  the "Confidential Information"). Confidential Information
                  shall not include (i) information that is generally known to
                  other persons or entities who can obtain economic value from
                  its disclosure or use and

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                  (ii) information required to be disclosed by the Executive
                  pursuant to a requirement of a governmental agency or law of
                  the United States of America or a state thereof or any
                  governmental or political subdivision thereof; provided,
                  however, that before providing such information pursuant to
                  clause (ii) above, Executive shall (A) notify the Company as
                  soon as practicable after receipt of any subpoena or order
                  requiring the production of information so that the Company
                  may have the opportunity to seek a protective order and (B)
                  consult with the Company with respect to any required
                  disclosure.

            (b)   During and following the Executive's employment by the
                  Company, the Executive shall hold in confidence and not
                  directly or indirectly disclose or use any Confidential
                  Information except to the extent authorized in writing by the
                  Board or required by any court or administrative agency, other
                  than to an employee of the Company, or its subsidiaries or a
                  person to whom disclosure is reasonably necessary or
                  appropriate in connection with the performance by the
                  Executive of duties as an executive of the Company.

            (c)   The Executive further agrees not to use any Confidential
                  Information for the benefit of any person or entity other than
                  the Company or its subsidiaries.

      14.   Non-Competition.

            (a)   Term of Non-Competition. During the term of this Agreement and
                  in the event the Executive's employment with the Company is
                  terminated or Executive resigns for Good Reason, if
                  applicable, and Executive receives payment of the Severance
                  Amount, for the remainder of the Severance Period, Executive
                  shall not engage in or promote any business within the United
                  States that is principally engaged in the business of
                  manufacturing and marketing food products that directly
                  compete in the same categories as the core products of the
                  Company at the time of termination; provided that the
                  foregoing shall not prohibit Executive from owning less than
                  10% of the voting securities of any publicly traded company so
                  long as Executive does not otherwise engage in or promote the
                  activities of that company. Executive understands that the
                  restrictions set forth in this Section 14(a) may limit his
                  ability to earn a livelihood in a business similar to the
                  business of the Company or any subsidiary thereof, but he
                  nevertheless believes that he has received and will receive
                  sufficient consideration and other benefits as an employee of
                  the Company and as otherwise provided hereunder to justify
                  clearly such restrictions which, in

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<PAGE>

                  any event (given his education, skills and ability), Executive
                  does not believe would prevent him from earning a living.

            (b)   Use of Confidential Information. During the term of this
                  Agreement and during the term of non-competition, Executive
                  will not use Executive's access to, knowledge of, or
                  application of Confidential Information to perform any duty
                  for any Competing Business; it being understood and agreed to
                  that this Section 14(b) shall be in addition to and not be
                  construed as a limitation upon the covenants in Section 13
                  hereof.

            (c)   Executive acknowledges that the geographic boundaries, scope
                  of prohibited activities, and duration of this Section 14 are
                  reasonable in nature and are no broader than are necessary to
                  maintain the confidentiality and the goodwill of the Company's
                  and its subsidiaries' proprietary information, plans and
                  services and to protect the other legitimate business
                  interests of the Company and its subsidiaries.

            (d)   If any court determines that any portion of this Section 14 is
                  invalid or unenforceable, the remainder of this Section 14
                  shall not thereby be affected and shall be given full effect
                  without regard to the invalid provisions. If any court
                  construes any of the provisions of this Section 14, or any
                  part thereof, to be unreasonable because of the duration or
                  scope of such provision, such court shall have the power to
                  reduce the duration or scope of such provision and to enforce
                  such provision as so reduced.

      15.   No Waiver. The Executive's or the Company's failure to insist upon
strict compliance with any provision of this Agreement or the failure to assert
any right the Executive or the Company may have hereunder, shall not be deemed
to be a waiver of such provision or right or any other provision or right of
this Agreement. No waiver by either party at any time of any breach by the other
party of, or compliance with, any condition or provision of this Agreement to be
performed by the other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at any time.

      16.   Injunctive Relief. Executive acknowledges that money damages would
be both incalculable and an insufficient remedy for a breach of Section 13 or
Section 14 by Executive and that any such breach would cause the Company
irreparable harm. Accordingly, the Company, in addition to any other remedies at
law or in equity it may have, shall be entitled, without the requirement of
posting of bond or other security, to equitable relief, including injunctive
relief and specific performance, in connection with a breach of Section 13 or
Section 14 by Executive.

      17.   Governing Law. The provision of this Agreement shall be constructed
in accordance of the laws of the State of Delaware, without giving effect to
that state's choice of law provision.

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<PAGE>

      18.   Guarantee. The Operating Company hereby guarantees the full and
complete performance of each of the obligations of the Company under this
Agreement.

      19.   Prior Agreement. Effective as of the Effective Date, Executive
hereby releases and forever discharges the Company and its affiliates from any
and all claims and obligations arising out of or resulting from the Prior
Agreement. Counterparts; Facsimile Signatures. This Agreement may be executed in
two or more counterparts, each of which shall be deemed an original, but all
such counterparts shall constitute but one agreement. Facsimile counterpart
signatures to this Agreement shall be acceptable.

                  [remainder of page intentionally left blank]

                                       16
<PAGE>

      IN WITNESS WHEREOF, this Agreement is hereby executed as of the date and
year first above written.

                       PINNACLE FOODS HOLDING CORPORATION

                       /S/ M. KELLEY MAGGS
                       ---------------------------------------
                       Name: M. Kelley Maggs
                       Title: Senior Vice President

                       For purposes of Section 18

                       PINNACLE FOODS CORPORATION

                       /S/ M. KELLEY MAGGS
                       ---------------------------------------
                       Name:  M. Kelley Maggs
                       Title: Senior Vice President

                       EXECUTIVE

                       /S/ N. MICHAEL DION
                       ---------------------------------------
                       N. Michael Dion

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