EXECUTION COPY




THIRD AMENDMENT, dated as of October 24, 1996 (this "Amendment"),to:

          (a) the Term Loan Agreement, dated as of July 17, 1995, as
amended (the "Existing Term Loan Agreement" and, as amended hereby
and as from time to time further amended, supplemented or otherwise
modified, the "Term Loan Agreement") among SPECIALTY FOODS CORPORATION,
a Delaware corporation (the "Term Loan Borrower"), the several banks and
other financial institutions from time to time parties thereto
(the "Term Loan Lenders"), and THE CHASE MANHATTAN BANK (formerly,
Chemical Bank), a New York banking corporation, as administrative agent
for the Term Loan Lenders (the "Administrative Agent"); and
            
          (b)  the Revolving Credit Agreement dated as of August 16, 1993
and amended and restated as of July 17, 1995, as amended (the "Existing
Revolving Credit Agreement" and, as amended hereby and as from time
to time further amended, supplemented or otherwise modified, the
"Revolving Credit Agreement"), among each of the subsidiaries of
SPECIALTY FOODS CORPORATION signatory thereto (collectively, the
"Revolving Credit Borrowers"), the several banks and other financial
institutions from time to time parties thereto (collectively, the
"Revolving Credit Lenders") and the Administrative Agent.


                             W I T N E S S E T H :


          WHEREAS, the Term Loan Borrower, the Administrative Agent and
the Term Loan Lenders wish to amend certain terms of the Existing
Term Loan Agreement in the manner provided for herein; and

          WHEREAS, the Revolving Credit Borrowers, the Administrative Agent
and the Revolving Credit Lenders wish to amend certain terms of the Existing
Revolving Credit Agreement in the manner provided for herein;
          
          NOW THEREFORE, in consideration of the premises contained herein,
the parties hereto agree as follows:


                           SECTION I. Definitions.

          1. Defined Terms.  Unless otherwise defined in this Amendment,
terms which are defined in the Existing Term Loan Agreement and Existing
Revolving Credit Agreement and used herein are so used as so defined. 
Unless otherwise indicated, all Section, subsection and Schedule references
are to the Existing Term Loan Agreement.

            
    SECTION II. Amendment of Certain Terms in Existing Term Loan Agreement.
                
          1. Amendments to Subsection 1.1.  (a) The definition of the term
"Applicable Margin" contained in subsection 1.1 of the Existing Term
Loan Agreement is hereby amended to read in its entirety as follows:

               "'Applicable Margin':  for each Type of Term Loan, (a) until
     the Third Amendment Effective Date, the rate per annum set forth
     under the relevant column heading below:


               ABR Loans             Eurodollar Loans
                1-1/2%                     2-1/2%
                   
                  
     and (b) from and including the Third Amendment Effective Date,
     the rate per annum set forth under the relevant column heading below:
                   
               ABR Loans             Eurodollar Loans
                1-3/4%                     2-3/4%
                    
          (b) Subsection 1.1 of the Existing Term Loan Agreement is hereby
amended by adding thereto the following definitions, each in its proper
alphabetical order:
                  
               "'Collateral Investment Account': as defined in the
     Collateral Investment Agreement."

               "'Collateral Investment Agreement': a Collateral Investment
     Agreement executed and delivered by the Term Loan Borrower and
     the Administrative Agent in connection with the Third Amendment,
     in form and substance satisfactory to the Administrative Agent,
     pursuant to which (a) the Term Loan Borrower shall, on any
     date after the Third Amendment Effective Date on which (i) the
     Term Loan Borrower receives Net Proceeds from Asset Sales and
     (ii) there are no Revolving Credit Loans or Swing Line Loans 
     outstanding under the Revolving Credit Agreement, deposit such
     Net Proceeds (or the portion thereof remaining after any use
     thereof to prepay Revolving Credit Loans, Swing Line Loans and Term
     Loans) in the Collateral Investment Account for investment and
     reinvestment in Cash Equivalents as provided therein, (b) the Term
     Loan Borrower shall grant a security interest in the cash and
     investments and reinvestments from time to time in the Collateral
     Investment Account to the Administrative Agent for the ratable
     benefit of the Term Loan Lenders and the Revolving Credit Lenders
     and (c) the Term Loan Borrower shall be permitted withdrawals from the
     Collateral Investment Account in order to prepay the Term Loans or,
     to the extent required by subsection 2.10(b) of the Revolving Credit
     Agreement, to prepay the Revolving Credit Loans and Swing Line Loans
     and reduce the Revolving Credit Commitments and, except when a Default
     or Event of Default shall have occurred and be continuing or when the
     Available Revolving Credit Commitments shall be greater than
     $10,000,000, for Permitted Third Amendment Purposes and for other
     general corporate purposes permitted under this Agreement. "
                                  
               "'Third Amendment':  the Third Amendment, dated as of
     October 24, 1996, to this Agreement and the Revolving Credit Agreement."
               
               "'Third Amendment Effective Date':  as defined in the Third
     Amendment."

               "'Permitted Third Amendment Purposes': as defined in the
     Third Amendment."

          2. Amendment of Subsection 6.1(a) (Consolidated Total
Indebtedness to Consolidated EBITDA).  The Administrative Agent and the
Term Loan Lenders hereby amend the entry under the column entitled, "Ratio"
in subsection 6.1(a) of the Existing Term Loan Agreement corresponding 
to the 3rd Fiscal Quarter in Fiscal Year 1996 to be 6.65.

          3. Amendment of Subsection 6.1(b) (Interest Coverage).  The
Administrative Agent and the Term Loan Lenders hereby amend the entry under
the column entitled, "Ratio" in subsection 6.1(b) of the Existing Term Loan
Agreement corresponding to the 3rd Fiscal Quarter in Fiscal Year 1996 to
be 1.25.

          4. Amendment of Subsection 6.1(c) (Fixed Charge Coverage).
The Administrative Agent and the Term Loan Lenders hereby amend the entry
under the column entitled, "Fixed Charge Coverage Ratio" in subsection
6.1(c) of the Existing Term Loan Agreement corresponding to the 3rd Fiscal
Quarter in Fiscal Year 1996 to be 0.80.


      SECTION III.   Amendments to Existing Revolving Credit Agreement.

          1. Amendment to Subsection 1.1.  (a) The definition of the term 
"Applicable Margin" contained in subsection 1.1 of the Existing Revolving
Credit Agreement is hereby amended to read in its entirety as follows:

               "'Applicable Margin':  (a) for each Type of Revolving Credit
     Loan and Swing Loan, until the Third Amendment Effective Date,
     the rate per annum set forth under the relevant column heading below:

                              ABR Loans              Eurodollar Loans
                              
     Revolving Credit           1-1/2%                    2-1/2%
     Loan                             
                                 
     Swing Line Loan            1-1/2%                    N/A
                                    
     (b) from and including the Third Amendment Effective Date, the rate
     per annum set forth under the relevant column heading below:
                                     
                              ABR Loans              Eurodollar Loans

    Revolving Credit            1-3/4%                    2-3/4%
    Loan

    Swing Line Loan             1-3/4%                      N/A

          2. Amendments to Term Loan Agreement.  In accordance with
subsection 9.1 of the Existing Term Loan Agreement and subsection 9.1 of
the Existing Revolving Credit Agreement, each of the Revolving Credit
Borrowers and the Lenders parties to this Amendment consents and agrees to
the amendment of terms of the Term Loan Agreement pursuant to this Amendment,
and each of the Revolving Credit Borrowers agrees to comply with the provisions
of Section 6 of the Revolving Credit Agreement, with the references therein
to the Term Loan Agreement being deemed to be references to the Term Loan
Agreement as amended hereby.


                        SECTION IV.    Asset Sales.

         In order to induce the Lenders to enter into this Third Amendment
and by the execution and delivery of the Third Amendment, the Term Loan
Borrower hereby agrees that:

               (a)  Upon the receipt after the Third Amendment Effective Date
     by the Term Loan Borrower or any of its Subsidiaries of any Asset Sale
     Proceeds under and as permitted by subsection 6.6(e) of the Term Loan
     Agreement, to the extent that the Term Loan Borrower does not elect to
     immediately use such Net Proceeds to repay the Term Loans as provided in
     subsection 2.6 of the Term Loan Agreement or, to the extent required by
     subsection 2.10(b) of the Revolving Credit Agreement, to prepay the
     Revolving Credit Loans and to reduce the Revolving Credit Commitments:

                   (i)  the Term Loan Borrower shall use such Net Proceeds,
          or cause such Net Proceeds to be used, whenever there are Revolving
          Credit Loans or Swing Line Loans outstanding under the Revolving
          Credit Agreement, to immediately make optional prepayments thereof,
          with the Available Revolving Credit Commitments being created by
          such prepayments to be available for purposes permitted under the
          Revolving Credit Agreement and the Term Loan Agreement; and
                      
                   (ii)  the Term Loan Borrower shall use such Net Proceeds,
          whenever there are no Revolving Credit Loans or Swing Line Loans
          outstanding under the Revolving Credit Agreement to make a deposit
          of such Net Proceeds in the Collateral Investment Account, for
          subsequent use thereof upon withdrawal therefrom, for the
          Permitted Third Amendment Purposes or to prepay the Term Loans or,
          to the extent required by subsection 2.10(b) of the Revolving
          Credit Agreement, to prepay the Revolving Credit Loans and to
          reduce the Revolving Credit Commitments or for other general
          corporate purposes permitted by the Term Loan Agreement or the
          Revolving Credit Agreement, except when a Default or Event of
          Default shall have occurred and be continuing or the Available
          Revolving Credit Commitments shall be greater than $10,000,000.
      
               (b)  Except with the consent of the Required Lenders, the
     Term Loan Borrower shall not use the Net Cash Proceeds of any Asset
     Sale received after the Third Amendment Effective Date to consummate
     one or more Acquisitions or to make Capital Expenditures or invest in
     other long-term assets of the Operating Subsidiaries as provided for
     in subsection 6.6(e) of the Term Loan Agreement that are not permitted
     to be made under the first sentence of subsection 6.8 of the Existing
     Term Loan Agreement, provided that, if and to the extent that the
     aggregate Net Proceeds of all Asset Sales received after the Third 
     Amendment Effective Date are within one of the categories specified
     below, the portion of such aggregate Net Proceeds set forth in Column I
     opposite such category may be used for Capital Expenditures permitted
     only by reason of the last sentence of subsection 6.8 of the Existing
     Term Loan Agreement ("Incremental Capital Expenditures") or for
     Acquisitions, with the amount of such portion which may be used for
     Acquisitions being limited to the amount set forth in Column II opposite
     such category (such permitted Incremental Capital Expenditures and
     Acquisitions, the "Permitted Third Amendment Purposes"):


                                               Column I              Column II
                                                    
     Category of Aggregate Net Cash Proceeds
     from Assets Sales received after the      Incremental Capital   Acquisition
     Third Amendment Effective Date            Expenditures          Sublimit
    

     More than $250,000,000                     $40,000,000          $15,000,000
   
     More than $150,000,000 but Less than       $30,000,000          $10,000,000
     or Equal to $250,000,000                          

     More than $75,000,000 but Less than        $20,000,000          $10,000,000
     or Equal to $150,000,000

     Less than or Equal to $75,000,000          $10,000,000               $0
     
               (c)  Failure by the Term Loan Borrower to comply with any of the
     provisions of this Section IV shall constitute an Event of Default under
     the Revolving Credit Agreement and the Term Loan Agreement.


                          SECTION V.     Miscellaneous Provisions.

          1. Consent to Amendment.  Each Lender executing and delivering this
Amendment hereby consents to the agreements and amendments provided for herein.

          2. Conditions Precedent.  (a) This Amendment shall, become effective
on and as of the date first written above (the "Third Amendment Effective
Date"), provided that each of the conditions precedent set forth below shall
have been waived by or fulfilled to the satisfaction of the Administrative
Agent on or prior to such date:

          (i) Amendment.  The Administrative Agent shall have received
counterparts of this Amendment, duly executed by the Term Loan Borrower, the
Revolving Credit Borrowers and the Administrative Agent, and consented to by
the requisite Lenders under the Term Loan Agreement and the Revolving Credit
Agreement.

          (ii) Amendment Documents.  The Administrative Agent shall have
received each of the following (together with this Amendment, the "Amendment
Documents"):
            
               a) Consents to Security Documents and Guarantees.  A Consent,
          with a counterpart for each Lender, in form and substance reasonably
          satisfactory to the Administrative Agent, from each party to any
          Security Document acknowledging and consenting to the execution,
          delivery and performance of this Amendment and the transactions
          contemplated hereby, in each case, executed and delivered by a duly
          authorized officer of such party; and
                
               b) Collateral Investment Agreement.  The Collateral Investment
          Agreement, in form and substance satisfactory to the Administrative
          Agent duly executed and delivered by the Term Loan Borrower.

          (iii) Corporate Proceedings of the Term Loan Borrower.  The
     Administrative Agent shall have received a copy of the resolutions, in
     form and substance reasonably satisfactory to the Administrative Agent,
     of the Board of Directors of the Term Loan Borrower authorizing or
     confirming the execution, delivery and performance of the Amendment
     Documents to which it is a party certified by the Secretary or an Assistant
     Secretary of the Term Loan Borrower as of the Third Amendment Effective
     Date and each such certificate shall state that the resolutions thereby
     certified have not been amended, modified, revoked or rescinded as of
     the date of such certificate.

          (iv) No Default or Event of Default.  On and as of the Third
     Amendment Effective Date and after giving effect to this Amendment, no
     Default or Event of Default shall have occurred and be continuing except
     to the extent and only to the extent waived herein.

          (v) Representations and Warranties.  The representations and
     warranties made by the Term Loan Borrower in the Term Loan Agreement after
     giving effect to this Amendment and the transactions contemplated hereby
     shall be true and correct in all material respects on and as of the Third
     Amendment Effective Date as if made on such date, except where such
     representations and warranties relate to an earlier date in which case such
     representations and warranties shall be true and correct in all material
     respects as of such earlier date and except to the extent and only to the
     extent waived herein; provided that all references to the Term Loan
     Agreement in such representations and warranties shall be and are deemed
     to mean this Amendment as well as the Term Loan Agreement as amended
     hereby.

          (vi) Certificate.  The Administrative Agent shall have received a
     Certificate of a Responsible Officer of the Term Loan Borrower certifying
     the matters referred to in paragraphs (iv) and (v) above.
      
          (vii) Other.  The Administrative Agent shall have received copies
     of opinions, certificates, or agreements as shall reasonably be requested
     by the Administrative Agent or the Required Lenders.
          
          3. Continuing Effect; No Other Amendments.  Except as expressly
amended hereby, all of the terms and provisions of the Term Loan Agreement
and the Revolving Credit Agreement are and shall remain in full force and
effect.   
               
          4. Expenses.  The Term Loan Borrower and the Revolving Credit
Borrowers agree to reimburse the Administrative Agent for all its reasonable
costs and out-of-pocket expenses incurred in connection with the preparation
and delivery of this Amendment, including, without limitation, the reasonable
fees and disbursements of counsel to such Administrative Agent.
            
          5. Counterparts.  This Amendment may be executed in any number
of counterparts by the parties hereto, each of which counterparts when so
executed shall be an original, but all counterparts taken together shall
constitute one and the same instrument.
          
          6. GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


                                   *       *       *


          IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be executed and delivered by their respective duly authorized officers as
of the date first above written.

                              SPECIALTY FOODS CORPORATION,
                              as Term Loan Borrower
                              
                              
                              BY:
                                 Name:
                                 Title:
                              
                              
                              B & G - DSD HOLDINGS, INC.,
                              as Revolving Credit Borrower
                              
                              BY:
                                 Name:
                                 Title:
                              
                              BELSEA HOLDINGS INC.,
                              as Revolving Credit Borrower
                              
                              BY:
                                 Name:
                                 Title:
                              
                              BURNS & RICKER, INC.,
                              as Revolving Credit Borrower
                              
                              BY:
                                 Name:
                                 Title:
                              
                              H & M FOOD SYSTEMS COMPANY, INC.,
                              as Revolving Credit Borrower
                              
                              BY:
                                 Name:
                                 Title:
                              
                              METZ HOLDINGS, INC., as Revolving
                              Credit Borrower
                              
                              BY:
                                 Name:
                                 Title:
                              
                              MOTHER'S CAKE AND COOKIE CO.,
                              as Revolving Credit Borrower
                              
                              BY:
                                 Name:
                                 Title:
                              
                              SFFB HOLDINGS, INC.,
                              as Revolving Credit Borrower
                              
                              BY:
                                 Name:
                                 Title:
                              
                              STELLA HOLDINGS, INC., formerly
                              known as Stella Foods, Inc., as
                              Revolving Credit Borrower
                              
                              BY:
                                 Name:
                                 Title:
                              
                              THE BAGEL PLACE, INC., as
                              Revolving Credit Borrower
                              
                              BY:
                                 Name:
                                 Title:
                              
                              
                              THE CHASE MANHATTAN BANK (formerly,
                              Chemical Bank), as Administrative
                              Agent and as a Lender
                              
                              
                              BY:
                                  Name:
                                  Title:
                              
                              CONSENTED TO:
                              
                              
                              ABN AMRO Bank N.V.
                              By: ABN AMRO North America, Inc.,
                              as agent
                              
                              
                              BY:
                                  Name:
                                  Title:
                              
                              
                              BY:
                                  Name:
                                  Title:
                              
                              
                              BANK OF AMERICA ILLINOIS
                              
                              
                              BY:
                                  Name:
                                  Title:
                              
                              
                              THE BANK OF NEW YORK
                              
                              
                              BY:
                                  Name:
                                  Title:
                              
                              
                              BANQUE FRANCAISE DU COMMERCE
                                EXTERIEUR
                              
                              
                              BY:
                                  Name:
                                  Title:
                              
                              BY:
                                  Name:
                                  Title:
                              
                              
                              BANQUE PARIBAS
                              
                              
                              BY:
                                  Name:
                                  Title:
                              
                              BY:
                                  Name:
                                  Title:
                              
                              
                              CAISSE NATIONALE DE CREDIT AGRICOLE
                              
                              
                              BY:
                                  Name:
                                  Title:
                              
                              
                              CERES FINANCE LTD
                              
                              By: Chancellor Senior Secured
                              Management, Inc. as Financial Manager
                              
                              
                              
                              BY:
                                  Name:
                                  Title:
                              
                              
                              COMPAGNIE FINANCIERE DE CIC ET DE
                                L'UNION EUROPEENNE
                              
                              
                              BY:
                                  Name:
                                  Title:
                              
                              
                              BY:
                                  Name:
                                  Title:
                              FIRST INTERSTATE BANK OF TEXAS, N.A.
                              
                                                          
                              BY:
                                  Name:
                                  Title:
                              
                              
                              THE FIRST NATIONAL BANK OF BOSTON
                              
                              
                              BY:
                                  Name:
                                  Title:
                              
                              
                              MERRILL LYNCH PRIME RATE PORTFOLIO
                              
                              By: Merrill Lynch Asset Management,
                              L.P., as Investment Advisor
                              
                              
                              BY:
                                  Name:
                                  Title:
                              
                              
                              MERRILL LYNCH SENIOR FLOATING RATE
                              FUND, INC.
                              
                              
                              BY:
                                  Name:
                                  Title:
                              
                              
                              NATIONSBANK OF TEXAS N.A.
                              
                              
                              BY:
                                  Name:
                                  Title:
                              
                              
                              COOPERATIVE CENTRALE RAIFFISEN -
                                BOERENLEENBANK B.A., "RABOBANK
                                NEDERLAND", NEW YORK BRANCH
                              
                              
                              BY:
                                  Name:
                                  Title:
                              
                              
                              BY:
                                  Name:
                                  Title:
                              
                              
                              SENIOR HIGH INCOME PORTFOLIO, INC.
                              
                              
                              BY:
                                  Name:
                                  Title:
                              
                              
                              SOCIETE GENERALE, SOUTHWEST
                                AGENCY
                              
                              
                              BY:
                                  Name:
                                  Title:
                              
                              
                              STRATA FUNDING LTD.
                              
                              By:  Chancellor Senior Secured
                                   Management, Inc. as Financial Manager
                              
                              
                              BY:
                                  Name:
                                  Title:
                              
                              
                              WELLS FARGO BANK, N.A.
                              
                              
                              BY:
                                  Name:
                                  Title:
                              
                              
                              SENIOR DEBT PORTFOLIO
                              By:  Boston Management and Research
                                   as Investment Advisor
                              
                              
                              BY:
                                  Name:
                                  Title:

   



                        ACKNOWLEDGMENT AND CONSENT

          ACKNOWLEDGMENT AND CONSENT, dated as of October 24, 1996, to Third
Amendment, dated as of October 24, 1996 (the "Amendment") to:  (a) the Term Loan
Agreement, dated as of July 17, 1995, (as may have been amended, supplemented,
waived or otherwise modified prior to the date hereof, the "Existing Term Loan
Agreement" and, as amended hereby and as from time to time further amended,
supplemented or otherwise modified, the "Term Loan Agreement") among SPECIALTY
FOODS CORPORATION, a Delaware corporation (the "Term Loan Borrower"), the
several banks and other financial institutions from time to time parties
thereto (the "Term Loan Lenders"), and CHEMICAL BANK, a New York banking
corporation, as administrative agent (the "Administrative Agent"); and (b) the
Revolving Credit Agreement dated as of August 16, 1993 and amended and restated
as of July 17, 1995 (as amended and restated and as the same may have been
further amended, supplemented, waived or otherwise modified prior to the date
hereof, the "Existing Revolving Credit Agreement" and, as amended hereby and
as from time to time further amended, supplemented or otherwise modified, the
"Revolving Credit Agreement"), among each of the subsidiaries of SPECIALTY
FOODS CORPORATION signatory thereto (collectively, the "Revolving Credit
Borrowers"), the several banks and other financial institutions from time
to time parties thereto (collectively, the "Revolving Credit Lenders") and
the Administrative Agent.


                              W I T N E S S E T H :


          WHEREAS, the Amendment provides that the Administrative Agent shall
have received, with a counterpart for each Term Loan Lender, a Consent, in form
and substance reasonably satisfactory to the Administrative Agent, of each
party to any Security Document acknowledging and consenting to the execution,
delivery and performance of the Amendment and the transactions contemplated
thereby, in each case, executed and delivered by a duly authorized officer of
such party;

          NOW, THEREFORE, the undersigned hereby agree as follows:

          1.   The undersigned hereby acknowledge and consent to the execution,
     delivery and performance of the Amendment and the transactions
     contemplated thereby.

          2.   Terms defined in the Existing Term Loan Agreement, the Existing
     Revolving Credit Agreement and the Amendment shall have their defined
     meanings when used herein.

          IN WITNESS WHEREOF, the undersigned have caused this Supplement
to be executed and delivered by a duly authorized officer on the date first
above written.

                              MBC Holdings, Inc.
                              Metz Holdings, Inc.
                              Metz Baking Company, an Iowa corp.
                              Metz Baking Company, a Delaware corp.
                              The Bagel Place, Inc.
                              BGH Holdings, Inc.
                              B&G-DSD Holdings, Inc.
                              B&G Foods, Inc.
                              Roseland Manufacturing, Inc.
                              Bloch & Guggenheimer, Inc.
                              BRH Holdings, Inc.
                              Burns & Ricker, Inc.
                              MCC-DSD Holdings, Inc.
                              Mother's Cake & Cookie Co.
                              HMFS Holdings, Inc.
                              H&M Food Systems Company, Inc.
                              WFB Holdings, Inc.
                              Pacific Coast Baking Co., Inc.
                              Belsea Holdings, Inc.
                              Gai's Seattle French Baking Company
                              Langendorf Baking Co. of Seattle, Inc.
                              General Bagels Corporation
                              Oregon French Baking Corporation
                              Seattle English Muffin Company
                              SFFB Holdings, Inc.
                              San Francisco French Bread Company
                              Andre-Boudin Bakeries, Inc.
                              Fisherman's Wharf Sourdough French Bread
                                   Bakeries, Inc.
                              Boudin International, Inc.
                              Laura Todd of America
                              Steve's Drayage, Inc.
                              San Francisco Sourdough Bakeries, Inc.
                              Larraburu Bakery
                              Parisian Bakeries, Inc.
                              San Francisco Baking Cultures
                              San Francisco Sourdough Company
                              San Francisco Bay Area Equipment and Supply
                              Stella Holdings, Inc.
                              Stella Foods East, Inc.
                              Stella Foods, Inc.
                              Stella Cheese Company, Inc.
                              GWI Holdings, Inc.
                              GWI, Inc.
                              
                              By:
                                 Name:
                                 Title:
Accepted as of the date first
above written:

SPECIALTY FOODS CORPORATION


By:
   Name:
   Title: