Exhibit 10.2 
                            CONSULTING AGREEMENT 
 
 
 
 
CONSULTING AGREEMENT dated and effective as of May 1, 1997, by and  
between INTERNATIONAL MULTIFOODS CORPORATION, a Delaware corporation  
("Multifoods"), and RFM Enterprises, Inc. an Illinois corporation  
("Contractor"), hereinafter referred to as "the Agreement" or "this  
Agreement". 
 
 
   WITNESSETH THAT: 
 
   WHEREAS, Contractor is engaged in the business of providing executive  
compensation and human resources consulting services to business  
organizations; and 
 
   WHEREAS, Multifoods wishes to avail itself of the experience and skill of  
Contractor 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  
Contractor agree, as follows: 
 
 
1.   Term and Scope of Consulting Services. 
 
   A.   Consulting Period. 
 
         Multifoods agrees to retain Contractor as a consultant to Multifoods,  
and Contractor agrees to serve as a consultant to Multifoods, for a period of  
two (2) years commencing on the date of this Agreement (the "Consulting  
Period"), provided, that either Multifoods or Contractor shall have the right  
at any time during the Consulting Period, after the "First Six Months" (as  
that term is hereinafter defined) to terminate and cancel this Agreement upon  
at least ninety (90) days prior written notice given to the other party in  
accordance with notice provision contained in Section 11 of this Agreement.   
Contractor shall make Robert F. Maddocks available to provide "Consulting  
Services" (as that term is hereinafter defined), to Multifoods: 
 
          (i) during the period May 1, 1997 to November 1, 1997 (the "First  
Six Months"), for not less than eighty (80) days and not more than ninety (90)  
days during such period of time;  
 
         (ii) during the period November 1, 1997 to April 30, 1998 (the  
"Second Six Months"), for not less than thirty (35) days and not more than  
forty (40) days during such period; and 
 
         (iii) during the period May 1, 1998 to April 30, 1999 (the "Second  
Year"), for not less than eighty (80) days and not more than ninety (90) days  
during such period.   
 
         As used herein, a calendar day shall mean not less than five and not  
more than eight hours during any twenty-four hour period.   
 
   B.   Consulting Services. 
 
         The Consulting Services to be performed by Contractor shall include  
corporate level organization, executive and compensation services as may be  
requested and specified by the Chairman of the Board, President and Chief  
Executive Officer of Multifoods, the Chairman of the Compensation Committee or  
the Chairman of the Nominating and Corporate Governance Committee of the Board  
of Directors of Multifoods (collectively the "Consulting Services").   
 
   C.   Contractor's Other Activities. 
 
         Multifoods acknowledges and agrees that Contractor has the right  
during the Consulting Period to pursue his personal, business and investment  
interests so long as they are not in conflict with Contractor's duties and  
obligations under this Agreement. 
 
 
2.   Compensation and Travel Expenses Payable by Multifoods to Contractor. 
 
   A.   Compensation for Consulting Services. 
 
         As compensation for the Consulting Services to be rendered by  
Contractor to Multifoods during the Consulting Period, Multifoods shall pay to  
Contractor: 
 
         (i) for the First Six Months and the Second Six Months of the  
Consulting Period, an aggregate amount of One Hundred and Thirty Thousand  
Dollars ($130,000) in consecutive quarterly installments of (a) $40,000 each,  
on the first day of May and August, 1997, (b) $30,000 on the first day of  
November, 1997, and (c) $30,000 on the first day of February, 1998; and 
 
         (ii) for the Second Year, an aggregate amount of Eighty Thousand  
Dollars ($80,000) in equal consecutive quarterly installments of $20,000 each,  
on the first day of May, August and November, 1998, and on the first day of  
February, 1999. 
 
         Multifoods will report the payment of compensation paid to Contractor  
for Consulting Services rendered by Contractor to Multifoods under this  
Agreement on Form No. 1099, or such other form as may be prescribed by  
applicable federal, state and local tax authorities.  If either Multifoods or  
Contractor should exercise its right to terminate the Consulting Period at any  
time during the Consulting Period as provided in Section 1A of this Agreement,  
the compensation due and payable to Contractor for such calendar quarter shall  
be prorated by the number of days elapsed in the quarter to the effective date  
of termination 
 
B.   Travel Expenses of Contractor During Performance of Consulting Services. 
 
   If Contractor is requested to travel by Multifoods to perform Consulting  
Services during the Consulting Period, Multifoods will reimburse Contractor on  
a basis that is consistent with Multifoods' travel polices for its employees  
in effect at such time, for the reasonable travel and travel related expenses,  
reasonably incurred by Contractor solely and exclusively with respect to  
Contractor's performance of the Consulting Services requested by Multifoods  
during the Consulting Period.  Contractor shall provide Multifoods with  
receipts and other evidence reasonably requested by Multifoods to substantiate  
any such travel and travel related expenses incurred by Contractor while on  
assignment for Multifoods as provided hereunder.  All of the Contractor's  
travel and travel related expenses shall be subject to the approval of the  
Chairman of the Board, President and Chief Executive Officer of Multifoods, or  
his designee.  Multifoods shall reimburse Contractor for all such approved  
travel and travel related expenses submitted by Contractor, within thirty (30)  
days following the date of Multifoods receipt of Contractors' invoice for such  
reimbursement and supporting documentation.  
 
C.   Office Space, Office Services and Parking Space. 
 
     During the Consulting Period, Multifoods shall provide Contractor with  
the use of an office, free of charge, for Contractor's use in connection with  
the performance of the Consulting Services, in the headquarters office of  
Multifoods, and secretarial services, free of charge, in connection with the  
performance by Contractor of the Consulting Services.  Also, during the  
Consulting Period, Multifoods shall provide Contractor the use of a parking  
space, free of charge, in the garage facility used by the executive officers  
of Multifoods who office in Multifoods headquarters office, to the extent that  
such parking perquisite is made available to the Multifoods' executive  
officers.   
 
D.   Change of Control. 
 
     As used in this Agreement, the term "Change of Control" shall have the  
same meaning that term has in the form of Severance Agreement adopted by the  
Board of Directors of Multifoods at a meeting of the Board of Directors on  
September 17, 1993, as the same may be amended from time-to-time.   
Notwithstanding any term or provision in this Agreement to the contrary, if  
during the Consulting Period a Change of Control should occur, and unless  
otherwise agreed by the parties in writing, this Agreement shall terminate  
effective upon the effective date of the Change of Control, and in such event  
an amount equal to the unpaid quarterly installments of compensation described  
in Paragraph A of this Section 2, shall be paid to Contractor within thirty  
(30) days following the effective date of the Change of Control.   
 
3.   Contractor's Covenants Not to Compete and Confidentiality. 
 
     A.   Contractor's Covenant Not to Compete. 
 
             During the Consulting Period, Contractor and its principal  
shareholder, Robert F. Maddocks ("Maddocks"), subscribing to this Agreement on  
the signature page hereof, will refrain from carrying on, either directly or  
indirectly (whether as a principal, agent, investor, employee, employer,  
consultant, shareholder, partner or in any other individual or representative  
capacity whatsoever), anywhere in the United States of America, or its  
territories and possessions, and Canada, any business which competes with any  
of the businesses conducted by Multifoods and its subsidiaries which are  
described in Multifoods' Annual Report on Form 10-K for the fiscal year ended  
on February 28, 1997.  An investment by Contractor or Maddocks of not more  
than one percent (1%) of all the issued and outstanding capital stock of a  
corporation which is publicly traded on a national stock exchange, shall not  
violate Contractor's and Maddocks' non-competition covenant set forth herein. 
 
     B.   Contractor's Covenant of Confidentiality. 
 
          Further, during the Consulting Period and thereafter, Contractor and  
Maddocks covenant and agree with Multifoods that each of them will maintain in  
strict confidence and not disclose to any corporation, partnership, or other  
entity or person, any information including, without limitation, financial  
information, customer names or lists of customers, or business 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 Contractor or Maddocks had access to or knowledge of  
prior to the date of this Agreement, or to which Contractor or Maddocks may  
have access to or knowledge of in the performance of Contractor's obligations  
under this Agreement ("Confidential Information").  As used in this paragraph,  
Confidential Information shall not include any information: (i) which was  
generally 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 Contractor or any of its directors, officers, employees and agents;  
or (iii) which is disclosed to Contractor or Maddocks by a third party who has  
the right to disclose such information without violating any agreement of  
confidentiality with Multifoods. 
 
     C.   Remedies. 
 
          Contractor and Maddocks agree that in the event there is a breach or  
threatened breach by Contractor or Maddocks of Contractor's or Maddocks'  
covenant not to compete and Contractor's and Maddocks' covenant of  
confidentiality described in Paragraphs A and B of this Section 3, Multifoods  
shall have the right, in addition to all legal remedies available to it, to  
specific performance or other equitable remedy for any breach or threatened  
breach by Contractor or Maddocks of their covenants of non-competition and  
confidentiality set forth in Paragraphs A and B of this Section 3. 
 
 
4.   Independent Contractor. 
 
     The parties acknowledge that Contractor shall perform its duties under  
this Agreement as an 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 Contractor and  
Contractor's employees, other than that of independent contractor.  Contractor  
and its employees shall at all times be free to exercise its and their own  
initiative, judgment and discretion as to how best to perform or provide the  
Consulting Services.  Since Contractor is an independent contractor Multifoods  
shall not withhold any federal, state or local income taxes related to the  
compensation paid to Contractor.  Contractor agrees that it shall report such  
compensation to taxing authorities and pay all federal, state and local taxes  
payable by Contractor in a manner consistent with its status as an independent  
contractor.  Contractor further agrees to indemnify and hold Multifoods  
harmless and free from and against any tax, penalty and interest which  
Multifoods may be held liable to pay any governmental authority by reason of  
Contractor's breach of its obligation to pay its taxes on the compensation  
paid by Multifoods hereunder for Consulting Services. 
 
 
5.   Indemnification 
 
     In the event that Contractor and/or Maddocks become involved in any legal  
action or proceeding as a result of advice and counsel provided by Contractor  
pursuant to this Agreement, Multifoods will indemnify Contractor and Maddocks  
against all claims, demands, actions, lawsuits and liabilities, and all  
reasonable attorneys' fees and disbursements, made against or incurred by  
Contractor and Maddocks, except to the extent that any such claim, demand,  
action, lawsuit or liability resulted from the willful misconduct or gross  
negligence of Contractor or Maddocks. 
 
6.   No Waiver. 
 
     The waiver by Multifoods or Contractor of a breach by Multifoods or  
Contractor, as applicable, of any provision of this Agreement, shall not  
operate or be construed as a waiver of any subsequent breach by Multifoods or  
Contractor, as applicable. 
 
7.   Successors and Assigns. 
 
     The rights and obligations of Contractor under this Agreement shall not  
be assignable, transferable or delegable in whole or in part by Contractor.   
This Agreement is binding upon the successors and assigns of Multifoods. 
 
8.   Governing Law. 
 
     This Agreement is a Minnesota contract and shall be governed by and  
interpreted under 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 Contractor  
with respect to the subject matter of this Agreement, and may only be amended  
by an agreement in writing executed and delivered by a duly authorized officer  
of Contractor and an executive officer of Multifoods.   
 
11.  Notices. 
 
     All notices and other communications provided for in this Agreement must  
be in writing and shall be sent by prepaid and certified mail, telecopied or  
delivered, as to each party hereto, at its address sent forth below, or at  
such other address designated by such party in a written notice to the other  
party.  Any such notice or other communication so given or made shall be  
deemed to have been given, made and received on the day of actual receipt if  
mailed or delivered, on the same day as telecopying if telecopied. 
 
    If to Multifoods: 
 
      Gary E. Costley, Chairman of the Board, President 
         and Chief Executive Officer 
      International Multifoods Corporation 
      Multifoods Tower - Box 2942 
      33 South Sixth Street 
      Minneapolis, Minnesota 55402 
      FAX NO.: (612) 340-6502 
 
   with copy to: 
 
      Frank W. Bonvino, Vice President, General Counsel 
         and Secretary 
      International Multifoods Corporation 
      Same address and FAX NO. as above; and 
 
   If to RFM Enterprises, Inc.: 
 
      Robert F. Maddocks, President 
      Ocean Village - CAT II 7421 
      2400 S. Ocean Drive 
      Fort Pierce, FL 34949 
      Tel. (407) 466-2305 
 
IN WITNESS WHEREOF, Multifoods and Contractor have executed and delivered this  
Agreement as of the day and year first above written. 
 
 
                  INTERNATIONAL MULTIFOODS CORPORATION 
 
WITNESS: 
 
/s/ Frank W. Bonvino         By:/s/ Gary E. Costley          
Frank W. Bonvino                Gary E. Costley, Chairman of the Board,  
Secretary                       President and Chief Executive Officer 
 
 
                                    RFM Enterprises, Inc. 
 
WITNESS: 
 
/s/ Rachael L. Galarneau         By:/s/ Robert F. Maddocks 
                                    Robert F. Maddocks, President 
 
                                   Agreement 
 
 
   Robert F. Maddocks, in his individual capacity and not as a shareholder,  
director, employee or affiliate of RFM Enterprises, Inc., in consideration of  
the execution and delivery of this Agreement by Multifoods, does hereby agree  
to be bound by and perform the covenants and agreement set forth in Paragraphs  
A, B and C of Section 3 of this Agreement. 
 
 
 
                  /s/ Robert F. Maddocks          
                  Robert F. Maddocks