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EXHIBIT 10.3

                           [OVERHILL FARMS LETTERHEAD]



April 3, 2003

Mr. John Steinbrun:

This letter confirms the terms of your employment with Overhill Farms, Inc. (the
"Company") as Senior Vice President - Chief Financial Officer. Your employment
will begin on April 1, 2003, and continue for one year thereafter.

Your salary will be $225,000 annually, payable in semi-monthly or other
installments in accordance with the Company's practice for other executive
employees. You will receive an automobile allowance of $600 per month. In
addition, you will be eligible to receive a discretionary bonus based on your
performance, as determined by the Board of Directors. You will be eligible to
participate in the company employee benefit plan, a copy of which has been
provided to you. You will also be entitled to two weeks paid vacation during the
first year of your employment.

Additionally, you will be granted options to purchase 50,000 shares of the
Company's common stock pursuant to the Company's 2002 Employee Stock Option Plan
(the "Plan"). The options will be "incentive stock options" within the meaning
of section 422 of the Internal Revenue Code of 1986, as amended. The options
will be fully-vested at the time of grant and may be exercised at anytime during
the five year period ending on the fifth anniversary of the date of grant,
subject to any mandatory limitations set forth in the Plan. The exercise price
of the options will be $.70 per share.

The Company understands that you currently are a shareholder and manager of
Steinbrun Hughes and Assoc. You may devote time to Steinbrun Hughes and Assoc.
business to the extent that such activities do not conflict with the performance
of your duties hereunder. Notwithstanding the foregoing, your employment with
the Company shall require sufficient time and attention as typically required by
full time employees in your position.

Your employment will be guaranteed for a period of one year. The Company may
elect to terminate your employment without cause prior to the expiration of such
one-year period on ten days' prior written notice, provided that the Company
delivers to you with such notice a check for the entire balance of your salary
for this guaranteed one-year period.

Your employment relationship with us will be governed by and interpreted in
accordance with the laws of the State of California. This letter represents the
only agreement with respect to you employment with the Company in effect between
you and the Company as of the date of this letter.


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John Steinbrun

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                                               Sincerely,

                                               Overhill Farms, Inc.

                                               By:  /S/ JAMES RUDIS
                                                    ---------------------------
                                                    Jim Rudis
                                               Its:  President




                                               Agreed:

                                               By:  /S/ JOHN L. STEINBRUN
                                                    ----------------------------
                                                    John L. Steinbrun



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