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                                                                   EXHIBIT 10.15


                     CENTENNIAL SPECIALTY FOODS CORPORATION
                         COMPENSATION COMMITTEE CHARTER

PURPOSE:

      The Compensation Committee of Centennial Specialty Foods Corporation (the
"Company") is charged with the following responsibilities:

      -     reviewing and recommending to the Board of Directors the annual base
            salary, bonus and other benefits for the senior executive officers
            of the Company;

      -     reviewing and commenting on new executive compensation programs that
            the Company proposes to adopt;

      -     periodically reviewing the results of the Company's executive
            compensation and perquisite programs to ensure that such
            compensation is properly coordinated to yield payments and benefits
            that are reasonably related to executive performance;

      -     ensuring that a significant portion of executive compensation is
            reasonably related to the long-term interests of the shareholders;

      -     participating in the preparation of certain portions of the
            Company's annual proxy statement;

      -     preparing an annual Compensation Committee Report;

      -     if necessary, hiring a compensation expert to provide independent
            advice on compensation levels; and

      -     ensuring that the Company undertakes appropriate planning for
            management succession and advancement.

COMPENSATION PHILOSOPHY:

      The primary objective of the Company's executive compensation program is
to help the Company to achieve its strategic business objectives and to create
value for the Company's shareholders by attracting, motivating and retaining
highly qualified employees with outstanding ability. In addition, the
compensation program is designed to promote teamwork, initiative and
resourcefulness on the part of key employees whose performance and
responsibilities directly affect Company profits. The compensation program
strives to align compensation methods with shareholder interests to achieve
desired results and, above all, to pay for performance.

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MEMBERSHIP:

      The Compensation Committee will be composed of not less than three (3)
members of the Board. The members will be selected by the Board, taking into
account prior experience in matters to be considered by the committee, probable
availability at times required for consideration of such matters, and their
individual independence and objectivity.

      No present or former officers or employees of the Company or any of its
subsidiaries may serve on the Committee unless if, in the opinion of the Board
of Directors, the former officer will exercise independent judgment and will
significantly assist the committee to function. However, a majority of the
Committee will be directors who are or were not formerly officers of the Company
or and of its subsidiaries.

MEETINGS:

      The Committee shall meet at least three times annually, or more frequently
as circumstances dictate. As part of its job to foster open communication, the
Committee should meet at least annually with management to discuss any matters
that the committee or each of these groups believe should be discussed
privately.

COMPENSATION COMPONENTS:

      The Company's executive compensation program consists of a mixture of base
salary, cash bonuses and stock options. In determining the mix and total amount
of compensation for each executive officer, the Compensation Committee
subjectively considers the executive's overall value to the Company including
past and expected contributions by the officer to the Company's goals. In
addition, the Compensation Committee strives to balance short-term and long-term
incentive compensation to achieve desired results.

BASE SALARY:

      The Company has historically determined base salary for its executives
based on qualifications, job requirements and competitive market salaries that
such qualifications and job requirements command. As the Company grows, it will
rely more heavily on peer group competitive compensation practices to remain
consistent and competitive in its compensation practices.

      Salaries for executives shall be reviewed by the Compensation Committee on
an annual basis and may be adjusted based upon its assessment of the
individual's contribution to and financial growth of the Company as well as
competitive pay levels.



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BONUS:

      Bonuses may be granted for a fiscal year after the financial results for
that fiscal year become available. The Compensation Committee shall meet to
consider annual bonuses for each executive based on individual performance as
well as overall financial results of the Company for the year. There is no plan
requiring that bonuses be paid. However, pursuant to their employment
agreements, certain executive officers may be entitled to receive an annual
bonus, the actual amount of which shall be determined in the sole discretion of
the Compensation Committee.

STOCK OPTIONS:

      The Company believes that significant equity interests in the Company in
the form of stock options held by the Company's management serve to align the
interests of the executive management team with shareholder interests. The
Compensation Committee may grant stock options and restricted stock to
executives and other key employees of the Company pursuant to the Stock
Incentive Plan, as amended.

      In determining the grants of stock options and restricted stock, the
Compensation Committee shall take into account, among other things, the
respective scope of responsibility and the anticipated performance requirements
and contributions to the Company of each proposed award recipient as well as the
amount of prior grants.

DEDUCTIBILITY OF EXECUTIVE COMPENSATION:

      Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"), limits the deductibility of compensation over $1 million to certain
executive officers unless, in general, the compensation is paid pursuant to a
plan which is performance related, non-discretionary and has been approved by
the Company's shareholders. The Compensation Committee intends to establish
policies regarding qualification of compensation under Section 162(m) of the
Code to the extent it considers such policies appropriate.


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