Exhibit 10

Between MOLINOS NACIONALES, C.A. (MONACA), a corporation domiciled in 
Puerto Cabello, Carabobo State, originally registered in the Mercantile 
Registry of the First District on May 25, 1956, under No. 30, Volume 
16-A, subsequently registered, due to the change of its domicile to the 
city of Puerto Cabello, in the Mercantile Registry of the Judicial 
District of the State of Carabobo on September 1, 1975, under No. 35, 
Volume 8-C and due to restatement of its Charter/By-laws, registered in 
the Third Mercantile Registry of the same District on January 7, 1988, 
under No. 31, Volume 12-A, hereinafter referred to as MONACA, 
represented in this act by Edgardo Rodriguez, of legal age, of this 
domicile, and bearer of Identity Card No. 82.216.864, who acts duly 
authorized by MONACA, according to Resolution of the Board of Directors 
of MONACA No. 220, dated June 12, 1998, on the one hand; and on the 
other, FIDIAS ROBUSTE, of legal age, domiciled in Caracas, Venezuela, 
and bearer of Identity Card No. 14.300.736, hereinafter referred to as 
THE EMPLOYEE, it has been agreed to enter into a labor settlement 
contained in the following clauses:
FIRST:  THE EMPLOYEE declares that he rendered services to MONACA from 
May 15, 1974, to June 15, 1998, date on which the individual employment 
contract was terminated by virtue of the resignation submitted by THE 
EMPLOYEE from his position as President of MONACA.  THE EMPLOYEE also 
declares that on the date of termination of the labor relationship he 
earned a monthly basic salary of US$ 12,692.00 equivalent, for the 
purposes established in Article 95 of the Law of the Venezuelan Central 
Bank to Bs. 6,815,604.00.  THE EMPLOYEE considers that the cost-of-
living bonus that he monthly received from the Company and which equals 
a monthly amount of US$ 1,934.47 equivalent, for the purposes 
established in Article 95 of the Law of the Venezuelan Central Bank to 
Bs. 1,040,744.80, must be added to the said salary, as well as the 
value of the vehicle assigned to him by MONACA; also, a twelfth part of 
the annual incentive bonus and of the vacation bonus and a third part 
of the benefits paid by MONACA for the fiscal year which began on 
March 1, 1998, and will end on February 28, 1999, all of which equals a 
daily amount of US$ 140,49 equivalent, for the purposes established in 
Article 95 of the Law of the Venezuelan Central Bank to Bs. 75,728.93 
must be added to said salary.  Likewise, THE EMPLOYEE considers that 
the value of the cellular phone assigned to him by MONACA for his 
personal use must be added to said salary, as well as the maintenance 
fees which MONACA paid in order for THE EMPLOYEE to enjoy the shares of 
membership of Club Valle Arriba and Club Puerto Azul; the value 
representing the right of THE EMPLOYEE to be included in the 
International Multifoods Corporation's stock option plan; the value of 
the contributions made by MONACA to the retirement plan to which THE 
EMPLOYEE is entitled, and the value of the payments effected by MONACA 
in order for THE EMPLOYEE to be affiliated to a life insurance policy 
and a health insurance policy.  Based on the salary thus determined, 
THE EMPLOYEE considers that the following benefits appertain to him by 
virtue of the termination of the labor relationship:  55 days of salary 
on account of seniority from June 19, 1997 to June 15, 1998, pursuant 
to Article 108 of the prevailing Organic Labor Law, THE EMPLOYEE 
expressly declares to have received to his satisfaction the payment, 
with its corresponding interest, on account of the items contained in 
letters a) and b) of Article 666 of the Organic Labor Law, 5 days of 
salary on account of split vacations, pursuant to Article 225 of the 
Organic Labor Law.  In addition, THE EMPLOYEE claims payment of 245 
days of salary on account of annual vacations pending as of the date of 
termination of the labor relationship, corresponding to years 1994-
1995; 1995-1996; 1996-1997; and 1997-1998, as well as the payment of 
the annual incentive bonus of the benefits in proportion to the 
services rendered during the current fiscal year of MONACA.  THE 
EMPLOYEE claims calculation of double payment of his termination 
benefits from the date when he began rendering services to MONACA to 
the effective date of termination of his labor relationship, that is to 
say, in addition to the seniority payment to which Article 108 of the 
repealed Organic Labor Law referred, the double of said benefit and the 
corresponding notice, as if termination of his employment contract had 
been a consequence of a dismissal according to the provisions of 
Article 125 of the repealed Organic Labor Law which was modified on 
June 19, 1997, since THE EMPLOYEE states that such is the policy 
governing MONACA and that he was assured that it would be applied upon 
termination of his employment contract.  Finally, THE EMPLOYEE claims 
payment of the benefits to which he is entitled according to the 
Retirement Plan of MONACA, given that THE EMPLOYEE states that he is 
entitled thereto by reason of his time of service and age, requiring 
that his benefit be paid as a lump-sum.  
SECOND:  MONACA does not accept in full the claims of THE EMPLOYEE 
stated in Clause First hereof due to the following reasons:  the 
amounts received by THE EMPLOYEE on account of the use of the cellular 
phone are not part of the salary of THE EMPLOYEE, given that the use of 
the same was assigned to THE EMPLOYEE for the functions inherent in his 
work and not for his personal use; also, the amounts paid by MONACA in 
order for THE EMPLOYEE to be affiliated to a life insurance policy and 
a health insurance policy are not part of the salary, since such 
amounts were not a remuneration of the services rendered by THE 
EMPLOYEE to MONACA, but an extraordinary benefit for the cases of 
illness or death of THE EMPLOYEE; the maintenance fees paid by MONACA 
in order for THE EMPLOYEE to enjoy the shares of membership of Club 
Valle Arriba and Club Puerto Azul are not part of the salary, since 
such maintenance fees were paid by MONACA in order for THE EMPLOYEE to 
have access to entertainment places consistent with his managerial 
status, outside work hours and they were not paid as a consideration 
for the services that THE EMPLOYEE rendered to MONACA; the value of THE 
EMPLOYEE's right to be included in the International Multifoods 
Corporation's stock option plan is not part of the salary, firstly, 
since said benefit was granted to THE EMPLOYEE by a legal person other 
than MONACA, and which was not his employer, and secondly, because the 
possible benefit to be derived from such stock option plan is the 
possibility of selling the shares that THE EMPLOYEE might have bought 
according to the conditions of the plan at a higher price, which would 
result in a commercial profit for THE EMPLOYEE; the value of the 
contributions made by MONACA to the retirement plan to which THE 
EMPLOYEE is entitled is not part of the salary, since such 
contributions were not delivered to THE EMPLOYEE, he might not dispose 
of the same, and said contributions were not a remuneration for the 
services rendered by THE EMPLOYEE.  The purpose of said contributions 
was to form the sufficient reserves for the payment of the 
indemnification provided for in the pension fund that THE EMPLOYEE was 
to receive upon the effective termination of the labor relationship and 
not during the same.  Finally, the cost-of-living bonus monthly paid by 
MONACA to THE EMPLOYEE is not part of the salary of THE EMPLOYEE, given 
that said bonus is not a remuneration of the services rendered by THE 
EMPLOYEE to MONACA.  The purpose of said bonus was to offer THE 
EMPLOYEE access to a living standard consistent with that which MONACA 
deems that its executives must enjoy.  Likewise, MONACA rejects that 
THE EMPLOYEE is entitled to the calculation of his termination benefits 
as if he had been unjustifiably dismissed, given that THE EMPLOYEE was 
an employee of direction and, as such, excluded from the scope of 
application of the provisions on job security of the Organic Labor Law 
and, moreover, given that MONACA does not have any policy establishing 
said right for its employees, and if there had existed one, the same 
has been fully repealed by virtue of the modification of the Organic 
Labor Law in relation to the system of termination benefits.  It must 
be stated that THE EMPLOYEE accepted to be governed by the new system 
of termination benefits when he received the full payment on account of 
seniority until June 19, 1997, and of the transfer bonus.  Therefore, 
THE EMPLOYEE may not claim now the application of provisions of the 
repealed system of termination benefits in addition to those of the new 
system.  MONACA rejects that THE EMPLOYEE is entitled to payment of the 
annual incentive bonus of 1998, since the annual incentive bonus is 
granted only for services rendered by any employee during the whole 
fiscal year of MONACA, which is not the case of THE EMPLOYEE, who, 
consequently, is not entitled to receive any annual incentive bonus in 
proportion to the services rendered during the current fiscal year of 
MONACA.  Finally, MONACA rejects to owe any moneys on account of 
seniority pay in accordance with Article 108 of the Organic Labor Law, 
nor on account of interest on the same, since the amounts caused on 
such account have been deposited by MONACA in THE EMPLOYEE'S trust 
account with Banco Provincial, by virtue of the trust agreement entered 
into between THE EMPLOYEE and said banking institution which, in 
consequence, is the sole responsible entity for the payment of said 
benefits and interest.  Therefore, MONACA owes nothing to THE EMPLOYEE 
on said account.  
THIRD:  Notwithstanding the foregoing, the parties, in order to avoid 
any litigation between them, as well as the possible institution of a 
judicial proceeding with all the costs, attorney fees, delays, damages 
and losses that the same might cause to them, agree to enter into the 
following settlement:  MONACA agrees to pay THE EMPLOYEE, for any and 
all items claimed by the same in Clause First hereof, the amount of 
NINE HUNDRED NINETY-EIGHT THOUSAND ONE HUNDRED FORTY-EIGHT DOLLARS AND 
FIFTEEN CENTS OF THE UNITED STATES OF AMERICA (US$ 998,148.15), which 
for the purposes established in Article 95 of the Law of the Venezuelan 
Central Bank is equivalent to the amount of Bs. 536,005,556.55, and 
which shall be transferred, following THE EMPLOYEE's instructions, to 
account No. 125767306 with Santander Global Bank, Miami office and the 
amount of THIRTY-ONE MILLION TWO HUNDRED THIRTY-TWO THOUSAND EIGHT 
HUNDRED FORTY-NINE BOLIVARS AND TWENTY-EIGHT CENTS (Bs. 31,232,849.28), 
from which sum the following amounts must be deducted:  Bs. 527,049.00, 
on account of 1998-1999 vehicle insurance policy, Bs. 1,802,737.35, on 
account of Income Tax, and Bs. 1,100,537.00 which is the price agreed 
by MONACA to sell to THE EMPLOYEE a Century vehicle, year 1993.  Such 
sale shall be performed through a separate document.  Therefore, a net 
amount remains in favor of THE EMPLOYEE of Bs. 27,802,525.93, which is 
paid to THE EMPLOYEE as follows:  Bs. 15,435,583.00, by means of a set-
off of the credits which for the same amount MONACA granted to THE 
EMPLOYEE for the acquisition of shares of membership of Valle Arriba 
Golf Club and Puerto Azul Club and the balance, that is to say, Bs. 
12,366,942.93, by means of a transfer, following instructions from THE 
EMPLOYEE, to current account No. 301-26886-U with Banco Provincial.  
Finally, MONACA agrees to grant THE EMPLOYEE as a part of this 
settlement the following benefits:  1)  MONACA agrees to pay fifty 
percent (50%) of the value of a premium of a basic medical expenses 
policy which covers THE EMPLOYEE for the rest of his life, for up to 
the amount of Bs. 2,000,000.00 of coverage per year, with an excess 
coverage for up to a maximum of US$50,000.00, which for the purposes 
established in Article 95 of the Law of the Venezuelan Central Bank is 
equivalent to the amount of Bs. 27,000,000.00 always provided that THE 
EMPLOYEE pays the remaining fifty percent (50%) of the value of said 
premium; 2) MONACA will continue to pay the total value of the premium 
of the life insurance policy of THE EMPLOYEE for up to the amount of 
Bs. 5,000,000.00 of coverage; 3) MONACA binds itself to pay the 
airplane ticket, hotel and other reasonable expenses incurred by THE 
EMPLOYEE on account of one (1) trip from Caracas to Minneapolis, 
Minnesota, United States of America and the corresponding trip back of 
THE EMPLOYEE, who will travel within a period of twelve months as from 
June 15, 1998; and 4) MONACA will pay the cost of two (2) executive 
medical examination for THE EMPLOYEE at the Mayo Clinic located in 
Jacksonville, Florida, United States of America, as well as the 
expenses corresponding to the Caracas-Jacksonville airplane tickets to 
be acquired so that THE EMPLOYEE may travel to undergo such 
examinations.  THE EMPLOYEE may undergo said examinations at any time 
of his life.  
FOURTH:  The parties declare to be mutually satisfied with this 
settlement and they declare that they have nothing to claim for any 
matter derived or not from this settlement or from the labor 
relationship existing between them until June 15, 1998.  They agree 
that this settlement will have the effect of the matter decided, in 
order to which said parties will attend the Labor Inspector's Office of 
the corresponding jurisdiction, so that said Office may issue its 
approval, pursuant to the provision of Article 3 of the Organic Labor 
Law.  
FIFTH:  THE EMPLOYEE declares that no other claims will be made to 
MONACA or to any other company, subsidiary or affiliate of MOLINOS 
NACIONALES C.A. or of INTERNATIONAL MULTIFOODS CORPORATION, or to any 
subsidiary or affiliate of said companies, since this document 
constitutes a total and final release of any possible obligations that 
said companies may have had with THE EMPLOYEE as of the date hereof.  
This Agreement is signed in four (4) counterparts in Caracas, on the 
fifteenth day in the month of June, Nineteen Hundred Ninety-Eight.  


                                             /s/  Edgardo Rodriguez


                                            /s/  Fidias Robuste


REPUBLIC OF VENEZUELA.  THIRD NOTARY PUBLIC'S OFFICE OF THE 
MUNICIPALITY OF CHACAO OF MIRANDA STATE, formerly Seventh Notary 
Public's Office of Chacao, Los Palos Grandes, June 15, Nineteen Hundred 
and Ninety-Eight, 188 degrees and 139 degrees.  The foregoing document 
drawn up by lawyer OSCAR J. TORRES, registered in the Inpreabogado 
under No. 20.487 was presented to be authenticated and returned, as per 
form No. 89762, dated 06-15-1998.  The parties executing the document 
being present, they stated that their names were EDGARDO RODRIGUEZ AND 
FIDIAS ROBUSTE VENTURA, of legal age, holders of Identity Cards Nos. 
82.216.864 and 14.300.736, both divorced, an American and a Venezuelan, 
domiciled in Caracas, respectively.  The document having been read to 
them and compared to its copies before the Notary, they stated:  "IT'S 
CONTENT IS TRUE AND OURS THE SIGNATURES THAT APPEAR AT THE BOTTOM 
THEREOF".  The Notary, by virtue whereof, declares it authenticated in 
the presence of witnesses JUAN CARLOS ARAQUE and ALEXANDRA MILANO, 
holders of Identity Card Nos. 12.112.219 and 6.902.079 and the document 
was recorded under No. 70, Volume 92 of the Books of Authentication 
kept by this Notary Public's Office.  The Notary certifies that she saw 
the Charter of MOLINOS NACIONALES C.A., registered in the Mercantile 
Registry of the First District of Puerto Cabello, Carabobo State, on 
05-25-1956, under No. 30, Volume 16-A and resolution of the Board of 
Directors of MONACA, No. 220, dated 06-12-1998.  According to Article 
35 of the Law on Fiscal Stamps, the corresponding fiscal stamps were 
invalidated in the original counterpart.  The Notary Public's Office 
was convened at Centro Colgate, piso 4, Los Ruices, at 4:30.  

THE NOTARY

  Dr. Isabel Aleala Perdomo
Third Notary Public of the Municipality
            of Chacao
                                              THE EXECUTING PARTIES
THE WITNESSES