EXHIBIT  10.99


Date of Grant:
Participant:   Patrick J. O'Dea
Participation Rate:
Control Number:

                 MOTHER'S CAKE & COOKIE CO.
            SUPPLEMENTAL LONG TERM INCENTIVE PLAN


     PARTICIPATION AWARD AGREEMENT dated as of May 1st, 1999
by and between MOTHER'S CAKE & COOKIE CO., a California
corporation (the "Company"), and Patrick J. O'Dea (the
"Participant").

     All words and phrases not otherwise expressly defined
herein shall have the same meanings as are ascribed to such
words and phrases in the Mother's Cake & Cookie Co.
Supplemental Long Term Incentive Plan (the "Plan").

     The Board of Directors has determined that the
objectives of the Plan will be furthered by granting to the
Participant Participation Units in the Plan.

     In consideration of the foregoing and of the mutual
undertakings set forth in this Agreement, the Company and
the Participant agree as follows:

     Section 1 Grant of Participation Unit.  Subject to the
provisions of the Plan and this Agreement, the Company
hereby grants to the Participant a Threshold Participation
Rate and a Value Increase Participation Rate under the Plan
equal to the sum of the following:

                    a.   an amount equal to one-half of one
               percent (.005%) of the Threshold Value (the
               "Threshold Participation Rate"); plus

                    b.   an amount equal to three percent
               (3%) of the Value Increase Amount (the "Value
               Increase Participation Rate").

Notwithstanding anything herein to the contrary, the amount
of an award payable to a Participant under this Plan shall
be reduced by the amount of any payments made under the 1999-
2000 Retention Bonus Program to such Participant by the
Company or SFC.

     Section 2 Plan Provisions to Prevail.  This Agreement
shall be subject to all of the terms and provisions of the
Plan, which are incorporated hereby and made a part hereof.
In the event there is any inconsistency between the
provisions of this Agreement and the Plan, the provisions of
the Plan shall govern.

     Section 3  Participant's Acknowledgments.  The
Participant agrees and acknowledges that he has received and
read a copy of the Plan, and accepts this grant upon all of
the terms thereof.

     Section 4  Non-Transferability.  No grant to the
Participant under the Plan shall be assignable or
transferable by the Participant (whether by operation of law
or otherwise and whether voluntarily or involuntarily),
other than by will or by the laws of descent and
distribution.  During the lifetime of the Participant, all
rights granted to the Participant under the Plan shall be
exercisable only by the Participant.

     Section 5 Notices.  Any notice to be given to SFC
hereunder shall be in writing and shall be addressed to
Specialty Foods Corporation,  520 Lake Cook Road, Deerfield,
IL  60015, Attention: Vice President and General Counsel or
at such other address as SFC may hereafter designate to the
Participant by notice as provided herein.  Any notice to be
given to Mother's hereunder shall be in writing and shall be
addressed to Mother's Cake & Cookie Co., 810 81st Avenue,
Oakland, CA  94621, Attention: Vice President - Human
Resources.  Any notice to be given to the Participant
hereunder shall be addressed to the Participant at the
address of the Participant's principal place of employment
or at such other address as the Participant may hereafter
designate to SFC by notice as provided herein.  Notices
hereunder shall be deemed to have been duly given when
received by personal delivery or by registered or certified
mail to the party entitled to receive the same.

     Section 6 Successors and Assigns.  This Agreement shall
be binding upon and inure to the benefit of the parties
hereto and the successors and assigns of the Company and, to
the extent set forth in the Plan, the heirs and personal
representatives of the Participant.

     Section 7 Modifications to Agreement.  This Agreement
may not be altered, modified, changed or discharged, except
by a writing signed by or on behalf of both the Company and
the Participant.

     IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the date and year first above written.


                              MOTHER'S CAKE, & COOKIE CO.,
                              a California corporation

                              By: /s/ David E. Schreibman
                              ---------------------------
                              Name:     David E. Schreibman
                              Title:    Vice President
Agreed to and Accepted:

/s/ Patrick O'Dea
----------------
Patrick O'Dea