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                                                                   Exhibit 10.24


(BURNS PHILP LOGO)                                BURNS, PHILP & COMPANY LIMITED
                                                  ABN 65 000 000 359

                                                  LEVEL 23, 56 PITT STREET
                                                  SYDNEY NSW 2000
                                                  GPO BOX 543
                                                  SYDNEY NSW 2001
                                                  AUSTRALIA


November 18, 2003


Mr Steven Martin
4806 W. Century Court
Mequon, WI 53092


Dear Steven


The following outlines the terms and conditions on which you will be entitled
to a Change of Control Payment (as defined below).

Subject to the qualification set out below, for so long as Tone Brothers, Inc
is a member of the Burns Philp Group of Companies, if there is a Change of
Control (as defined below) during the term of your employment with Tone
Brothers, Inc ("Tones"), Burns Philp & Company Limited ("the Company") will
pay to you a lump-sum payment equal to three times your then-current annual
base salary ("Change of Control Payment").

The Change of Control Payment is to be made immediately on the happening of the
Change of Control. If your employment is terminated before payment is made
following a Change of Control, your right to receive payment remains unaffected
and will survive the termination.

In this letter:

"Change of Control" is defined as (i) an event or series of events which has
the consequence that the Board of Directors of Burns, Philp & Company Limited
is able to pass a resolution to the effect that none of Mr Graeme Hart, or any
of his immediate family members (the Hart Family) or any entity in which a
member of or members of the Hart Family beneficially own and control (directly
or indirectly) a majority of the issued share capital is the controlling
shareholder on a fully diluted basis of Burns, Philp & Company Limited. For the
purposes of this agreement a Change of Control will be deemed to have occurred
on the date of the relevant single event or, if a series of events occurs, the
date of the last such event, irrespective of the date of any resolution of the
Board of Directors of Burns, Philp & Company Limited, or (ii) a sale or other
disposition of securities that transfers voting control of Tones to any person
or entity that is not affiliated with the Company, or (iii) a sale of all or
substantially all of the assets of Tones to any person or entity that is not
affiliated with the Company.

TERMINATION OF EMPLOYMENT WITHIN 12 MONTHS OF CHANGE OF CONTROL

If your employment is terminated for any reason, either by the Company or by
you within a twelve (12) month period following the occurrence of Change of
Control as set out in paragraph (i) of that definition, the Change of Control
Payment will be treated as payment in lieu of the salary and bonus component of
your termination benefits to which you would otherwise be entitled under the
termination benefits set out in your terms and conditions of employment.


               INCORPORATED IN NEW SOUTH WALES AUSTRALIA IN 1883
            PRINCIPAL COMPANY OF THE BURNS PHILP GROUP OF COMPANIES

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TAXATION

In the event that the Change of Control Payment (i) constitutes a "parachute
payment" within the meaning of Section 280G of the Internal Revenue Code of
1986 as amended (the "Code"), and (ii) would be subject to the excise tax
imposed by Section 4999 of the Code (the "Excise Tax"), then your benefits
under this agreement shall be either, at your option, (a) delivered in full, or
(b) delivered as to such lesser extent as would result in no portion of such
benefits being subject to the Excise Tax, whichever of the foregoing amounts,
taking into account the applicable federal, state and local income taxes and the
Excise Tax, results in the receipt by Executive on an after-tax basis, of the
greatest amount of benefits, notwithstanding that all or some portion of such
benefits may be taxable under Section 4999 of the Code.

Unless the Company and you otherwise agree in writing, any determination
required under this clause shall be made in writing by Company's independent
public accountants (the "Accountants"), whose determination shall be conclusive
and binding upon you and the Company for all purposes. For purposes of making
these calculations, the Accountants may make reasonable assumptions and
approximations concerning applicable taxes and may rely on reasonable,
good faith interpretations concerning the application of Sections 280G and 4999
of the Code. You agree that you will furnish to the Accountants such
information and documents as the Accountants may reasonable request in order to
make a determination. The Company shall bear all costs that the Accountants may
reasonably incur in connection with any calculations contemplated.

If you accept the conditions of your entitlement to a Change of Control as
outlined above, please sign the original of this letter and initial each page.
Please retain the duplicate for your records.


Yours sincerely

/s/ Thomas J. Degnan

Thomas J. Degnan
Managing Director and CEO,
Burns, Philp & Company Limited


I, R. Steven Martin, accept the terms and conditions of this letter.


Signed: /s/ R. Steven Martin

Dated: Nov. 18, 2003