CONSULTING AGREEMENT


     CONSULTING AGREEMENT dated as of the first day of September, 1996 
(hereinafter referred to as the "Agreement" or this "Agreement"), by and 
between INTERNATIONAL MULTIFOODS CORPORATION, a Delaware corporation 
("Multifoods"), having its principal offices at Multifoods Tower, 33 
South Sixth Street, Minneapolis, Minnesota 55402, and SAMPSON 
ASSOCIATES, INC., a Minnesota corporation ("Consultant"), having its 
principal offices at Suite No. 404, Edina Executive Plaza, 5200 Willson 
Road, Edina, Minnesota 55424.

     WITNESSETH THAT:

     WHEREAS, Consultant is engaged in the business of providing 
consulting services; and

     WHEREAS, Multifoods wishes to avail itself of the experience and 
skill of Consultant during the consulting period, hereinafter described.

     NOW, THEREFORE, in consideration of the preceding recitals and of 
the mutual covenants and agreements set forth in this Agreement, 
Multifoods and Consultant agree, as follows:

1.     Term and Scope of Consulting Services.

     A.     Consulting Period.

               Multifoods agrees to retain Consultant as a consultant to 
serve Multifoods, and Consultant agrees to serve as a consultant to 
Multifoods, for a period of one (1) year, commencing on the date of this 
Agreement and ending at midnight on August 31, 1997 (the "Consulting 
Period").  At the request of Multifoods during the Consulting Period, 
and in consideration of the compensation for the Consulting Services 
described in Section 2 of this Agreement, Consultant shall make itself 
available to provide the "Consulting Services" (hereinafter described), 
for twenty-five calendar days during the Consulting Period pursuant to a 
schedule mutually agreed to by Multifoods and Consultant.  Consultant 
also agrees to assign and cause John E. Sampson, President of 
Consultant, to provide the Consulting Services to Multifoods during the 
Consulting Period.  For purposes of this Agreement, a calendar day shall 
be any day Monday through Friday of any calendar week, exclusive of 
national holidays, and at least five hours per calendar day.

     B.     Consulting Services.

          Consultant shall provide advice and counsel to Multifoods' 
management in connection with any projects which may be assigned to 
Consultant by the Chairman of the Board and Chief Executive Officer or 
the Executive Vice President of the Corporation from time-to-time during 
the Consulting Period (the "Consulting Services").  

C.     Representation of Consultant.

     Consultant represents and warrants to Multifoods that in providing 
the Consulting Services to Multifoods, neither Consultant nor any of 
Consultant's employees or agents will disclose to Multifoods any 
confidential or proprietary information of any third party.  As used in 
this Paragraph C, confidential information shall not include any 
information: (i) which was known to the public on the date of this 
Agreement; (ii) which becomes known to the public following the date of 
this Agreement; or (iii) which is disclosed to Multifoods by the owner 
of such confidential information or by such other third party who has 
the right to disclose such information to Multifoods without violating 
any agreement of confidentiality with the owner of such confidential 
information.

2.     Compensation and Expenses Payable by Multifoods to Consultant.

     A.     Compensation for Consulting Services.

               As compensation for the twenty-five (25) calendar days of 
Consulting Services which Consultant has agreed to render to Multifoods 
during the Consulting Period, Multifoods shall pay to Consultant a fee 
of Fifty Thousand Dollars ($50,000), in United States Dollars, in five 
installments of Ten Thousand Dollars ($10,000) each, on September 1, 
1996, October 1, 1996, November 1, 1996, December 1, 1996 and December 
31, 1996.  If Multifoods shall request Consultant to provide, and 
Consultant shall agree to provide more than twenty-five (25) calendar 
days of Consulting Services, Multifoods shall pay Consultant a fee of 
Two Thousand Dollars, in United States Dollars, for each additional 
calendar day of Consulting Services provided by Consultant.  Any such 
additional fee, which shall be due and owing to Consultant, shall be 
paid by Multifoods to Consultant not later than thirty (30) days 
following receipt by Multifoods of an invoice from Consultant for such 
additional days of Consulting Services so provided.  Multifoods will 
report the payment of Consultant's compensation for the Consulting 
Services on Form 1099, or such other form as may be prescribed by 
applicable federal and state tax authorities.

     B.     Expenses of Consultant During Performance of Consulting 
Services.

               Multifoods will reimburse Consultant for Consultant's 
reasonable travel expenses and other reasonable out-of-pocket expenses 
incurred by Consultant while on assignment under and pursuant to this 
Agreement, provided that Consultant shall obtain approval of an officer 
of Multifoods at the Vice President or higher officer level if 
Consultant's expenses on any single consulting assignment are reasonably 
estimated to exceed $1,000.  Consultant shall provide Multifoods with 
receipts and other evidence reasonably requested by Multifoods to 
substantiate any such costs and expenses incurred by Consultant while 
performing the Consulting Services.  Multifoods shall reimburse 
Consultant for all such costs and expenses submitted by Consultant 
within thirty (30) days following the date of Multifoods' receipt of 
Consultant's invoice for such reimbursement and supporting 
documentation. 

3.     Confidentiality.

     A.     Consultant's Covenant of Confidentiality.

               In consideration of the compensation payable by 
Multifoods to Consultant under this Agreement, Consultant covenants and 
agrees with Multifoods that Consultant and its employees and agents will 
maintain in strict confidence and not use or disclose to any 
corporation, partnership, or other entity or person, any confidential 
information including, without limitation, financial information, trade 
secrets customer names or lists of customers, or business practices or 
plans of Multifoods or any of Multifoods' subsidiaries or affiliates, or 
any proprietary information of Multifoods or any subsidiary or affiliate 
of Multifoods, to which Consultant or its employees or agents may have 
access to or knowledge of in the performance of Consultant's obligations 
under this Agreement.  As used in this Section 3, confidential 
information shall not include any information: (i) which was known to 
the public on the date of this Agreement; (ii) which becomes known to 
the public following the date of this Agreement through no fault of 
Consultant or any of its employees, agents and/or representatives; or 
(iii) which is disclosed to Consultant by a third party who has the 
right to disclose such information without violating any agreement of 
confidentiality with Multifoods.

     B.     In the event that Consultant, or any employee of Consultant, 
is compelled by subpoena, civil investigative demand, court order or 
other legal process in any proceeding to disclose any confidential 
information described in Paragraph A immediately above, Consultant shall 
give Multifoods prompt notice so that Multifoods may seek an appropriate 
protective order or other confidential treatment of such confidential 
information.  If Multifoods shall fail for any reason to obtain a 
protective order and Consultant, or any employee of Consultant, shall be 
compelled to disclose any such confidential information, based upon the 
advice of Consultant's counsel, Consultant, or any employee of 
Consultant, may disclose such information without liability under this 
Agreement, provided that Consultant shall give Multifoods written notice 
of the information to be disclosed as far in advance of its disclosure 
as is reasonably practicable and the name of the party to whom 
Consultant, or any employee of Consultant, is required to disclose such 
information, and in any event, such disclosure shall be limited to the 
specific information that Consultant, or any employee of Consultant, is 
legally required to disclose base upon the advice of Consultant's 
counsel.

C.     Remedies.

          Consultant agrees that money damages would not be a sufficient 
remedy for any breach or threatened breach by Consultant of Consultant's 
covenant of confidentiality described in this Section 3.  Consultant 
agrees that in addition to all other remedies that Multifoods shall be 
entitled to, Multifoods shall be entitled to specific performance and 
injunction or other equitable relief as a remedy for any such breach or 
threatened breach, and Consultant further agrees to waive any 
requirement for the securing or posting of any bond in connection with 
such remedy.  Consultant acknowledges that no failure or delay by 
Multifoods in exercising any right under this Paragraph B will operate 
as a waiver thereof, nor shall a single or partial exercise of any such 
right preclude further or other exercise thereof.  

4.     No Waiver.

     The waiver by Multifoods or Consultant of a breach by Multifoods or 
Consultant, as applicable, of any provision of this Agreement, shall not 
operate or be construed as a waiver of any subsequent breach by 
Multifoods or Consultant, as applicable.

5.     Successors and Assigns.

     The rights and obligations of Consultant under this Agreement shall 
not be assignable, transferable or delegable in whole or in part by 
Consultant.  This Agreement is binding upon the successors and assigns 
of Multifoods.

6.     Independent Contractor Status.

     The parties acknowledge that Consultant shall perform its duties 
and obligations under this Agreement as Multifoods' independent 
contractor and that this Agreement is not intended nor shall this 
Agreement be deemed to create an employment relationship or any other 
relationship between Multifoods and Consultant other than that of 
independent contractor.  Consultant shall at all time be free to 
exercise its own initiative, judgment and discretion as to how best to 
perform or provide the Consulting Services.  Because Consultant is an 
independent contractor and not Multifoods' employee, Multifoods shall 
not withhold any Federal, state or local taxes or other taxes for any 
fees or amounts to be paid to Consultant.  Consultant agrees that it 
shall report such fees and amounts to taxing authorities and pay all 
Federal, state and local taxes or other taxes payable with respect 
thereto in a manner consistent with his status as an independent 
contractor.  Consultant further agrees to reimburse Multifoods for, and 
indemnify and hold Multifoods harmless from, any tax or other amount 
Multifoods may pay or be held liable to pay any governmental authority 
by reason of Consultant's breach of any of the foregoing obligations or 
any act by Consultant that is inconsistent with the treatment of 
Consultant as an independent contractor.

7.     Indemnification.

     In the event that Consultant becomes involved in a legal action or 
proceeding as a result of advice and counsel provided by Consultant 
pursuant to this Agreement, Multifoods will indemnify Consultant against 
all claims, demands, actions, lawsuits and liabilities, and all 
reasonable attorney's fees and disbursements made against or incurred by 
Consultant, except to the extent that any such claim, demand, action, 
lawsuit or liability resulted from the gross negligence or willful 
misconduct of Consultant.  This indemnification shall extend upon the 
same terms and conditions to the officers and employees of Consultant.

8.     Governing Law.

     This Agreement is a Minnesota contract and shall be governed by the 
laws of the State of Minnesota.

9.     Severability.

     If any provision of this Agreement or the application of any such 
provision to any person or circumstance shall be held invalid, illegal 
or unenforceable in any respect by a court of competent jurisdiction, 
such invalidity, illegality or unenforceability shall not affect any 
other provision of this Agreement.

10.     Entire Agreement.

     This Agreement contains the entire agreement of Multifoods and 
Consultant with respect to the subject matter of this Agreement, and 
supersedes any prior oral or written agreement or understanding of the 
parties with respect to the subject matter of this Agreement.  This 
Agreement may only be amended by an agreement in writing signed by an 
authorized representative of Consultant and Multifoods.  

11.     Condition. 

     This Agreement shall automatically come to an end and be null and 
void should John E. Sampson, sole shareholder and chief executive 
officer of Sampson Associates, Inc., exercise his right to rescind the 
"Release" described in that certain Release Agreement, dated as of 
August 31, 1996, between Multifoods and John E. Sampson (the "Release 
Agreement"), within the 15-day recission period provided in the Release 
Agreement.

     IN WITNESS WHEREOF, Multifoods and Consultant have executed and 
delivered this Agreement as of the day and year first above written.


                         INTERNATIONAL MULTIFOODS CORPORATION 



                         By:/s/ Robert F. Maddocks
                              Robert F. Maddocks
                         Its: Executive Vice President 




                         SAMPSON ASSOCIATES, INC.



                         By:/s/ John E. Sampson
                              John E. Sampson
                         Its: President