RELEASE AGREEMENT 
 
 
     THIS RELEASE AGREEMENT (hereinafter "the Agreement" or "this  
Agreement"), dated as of August 31, 1996, by and between INTERNATIONAL  
MULTIFOODS CORPORATION, a Delaware corporation ("Multifoods"), and JOHN  
E. SAMPSON, a resident of Hennepin County, Minnesota ("Sampson"). 
 
     WITNESSETH THAT: 
 
     WHEREAS, Sampson retired as Vice President-Corporate Planning and  
Development of Multifoods effective as of the close of business on  
August 31, 1996; and 
 
     WHEREAS, Multifoods and Sampson wish to enter this Agreement. 
 
     NOW, THEREFORE, in consideration of the preceding recitals and of  
the mutual covenants and agreements hereinafter set forth, Multifoods  
and Sampson agree as follows: 
 
RELEASE AGREEMENT 
 
1.     Release Consideration. 
 
     In consideration of the Release given by Sampson in Section 2 of  
this Agreement, Multifoods shall pay to Sampson (i) the amount of Two  
Hundred Twenty-Five Thousand Dollars ($225,000), hereinafter called the  
"Release Consideration", as follows: (i) One Hundred Eight Thousand  
Dollars ($108,000) in equal consecutive semi-monthly installments of  
Four Thousand Five Hundred Dollars ($4,500) each, less all applicable  
federal, state and local withholding taxes, commencing on January 15,  
1997 through and including December 31, 1997; and (ii) One Hundred  
Seventeen Thousand Dollars ($117,000), less all applicable federal,  
state and local withholding taxes, in a lump sum payment during the  
period beginning October 1, 1996 and January 2, 1998, upon at least 14  
calendar days' prior written notice from Sampson to Multifoods, at the  
address set forth in Paragraph D of Section 2 of this Agreement. 
 
2.     Release. 
 
     A.     In consideration of the Release Consideration payable by  
Multifoods to Sampson set forth and described in Section 1 of this  
Agreement, and for other good and valuable consideration, Sampson hereby  
releases and discharges Multifoods and its subsidiaries and affiliates,  
and the directors, officers, employees, agents and insurers of each  
(collectively, the "Released Parties"), from all causes of action,  
claims, demands, debts, contracts and agreements to which Sampson or his  
heirs, executors, administrators, legal representatives, successors or  
assigns and beneficiaries, have or may have in connection with Sampson's  
employment with and termination of employment from Multifoods, for all  
time to the date of this Agreement, except for (i) the Release  
Consideration payable to Sampson under the terms of this Agreement, (ii)  
any rights that Sampson has as a result of his participation in any  
benefit plan or plans of Multifoods to which Sampson is entitled by  
reason of his employment by Multifoods, including, but not limited to,  
pension, health and welfare plans, and (iii) any indemnification right  
to which Sampson is entitled by reason of his employment by Multifoods,  
under (A) the Restated Certificate of Incorporation, as amended by  
Multifoods, (B) the Bylaws of Multifoods, and/or (C) any policy of  
insurance issued to Multifoods under which Sampson is an insured and  
entitled to coverage (the foregoing hereinafter called the "Release"). 
 
     B.     Except as specifically provided in Paragraph A of this  
Section 2, the Release applies to any action, claim, demand, debt,  
contract and/or agreement that Sampson has or may have as of the date of  
this Agreement including, without limitation, any and all claims  
relating to Sampson's employment with and termination of employment from  
Multifoods including, but not limited to, breach of contract claims;  
claims alleging violation of the Fair Labor Standards Act; the Age  
Discrimination In Employment Act, as amended; Title VII of the Civil  
Rights Act of 1964, as amended; the Civil Rights Act of 1866; the  
National Labor Relations Act; the Americans With Disabilities Act; the  
Employee Retirement Income Security Act; and/or any other federal, state  
or local statute, law, ordinance, regulation, order or principle of  
common law. 
 
     C.     Sampson acknowledges and agrees that the Release and the  
Release Consideration payable by Multifoods under this Agreement is not  
an admission that Multifoods or any of the other Released Parties has  
engaged in any wrongful conduct towards Sampson, has acted in any way to  
cause injury to Sampson, or is responsible or legally obligated to  
Sampson in any way, except as specifically provided in this Agreement. 
 
     D.     Sampson acknowledges that he has been advised and that he  
understands, that he has fifteen (15) days from the date that he signs  
this Agreement to rescind this Agreement in its entirety, if he notifies  
Multifoods, in writing, at Multifoods Tower, Box 2942, 33 South Sixth  
Street, Minneapolis 55402, Attention: Frank W. Bonvino, Vice President,  
General Counsel and Secretary of Multifoods, of his decision to rescind  
this Agreement.  Sampson also understands that if he rescinds this  
Agreement, he shall forfeit the Release Consideration, and the  
Consulting Agreement between Multifoods and Sampson Associates, Inc.,  
dated September 1, 1996, shall become null and void.  Sampson further  
acknowledges and understands that to be effective, his notice of  
recission must be in writing and must be delivered to the address stated  
above either by hand or by mail within the fifteen (15) day period. If  
delivered by mail, the recission must be: (1) postmarked within the  
fifteen (15) day period; (2) properly addressed to Multifoods; and (3)  
sent by certified mail, return receipt requested. 
 
     E.     Sampson represents that he has read this Agreement and  
understands all of the terms and conditions contained in this Agreement,  
and that he has been encouraged by Multifoods to discuss this Agreement  
with an attorney-at-law of his choice.  Sampson's manual signature on  
this Agreement, set forth below in the signature block, constitutes  
Sampson's acknowledgment that he understands the effect of the Release,  
and that he has signed this Agreement KNOWINGLY AND VOLUNTARILY, and  
that he has not relied on any representations, statements or  
explanations made by Multifoods or any of the Released Parties or their  
attorneys. 
 
                                 NOTE 
 
            MULTIFOODS HEREBY ADVISES SAMPSON TO CONSULT WITH  
              AN ATTORNEY-AT-LAW OF SAMPSON'S CHOICE BEFORE  
                SAMPSON SIGNS AND DELIVERS THIS AGREEMENT. 
 
 
3.     Multifoods' Representation. 
 
     Multifoods represents to Sampson that, as of the date of this  
Agreement, Multifoods has no knowledge or any information which would  
result in a claim by Multifoods against Sampson in connection with  
Sampson's employment and/or termination of employment with Multifoods. 
 
4.     Confidential Information 
 
     A.     Sampson's Covenant of Confidentiality 
 
     Further, in consideration of the Release Consideration payable by  
Multifoods under Section 1.B of this Agreement, Sampson covenants and  
agrees with Multifoods that he will maintain in strict confidence and  
not disclose to any person, corporation, partnership, entity or  
enterprise, any information, including without limitation, financial  
information, strategic and business plans of Multifoods or any its  
subsidiaries or affiliates, or any confidential or proprietary  
information of Multifoods or any of its subsidiaries.  For purposes of  
this Agreement 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 Sampson; or (iii) which is disclosed  
to Sampson 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 Sampson 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, Sampson 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  
Sampson shall be compelled to disclose any such confidential  
information, based upon the advice of Sampson's counsel, Sampson may  
disclose such information without liability under this Agreement,  
provided that Sampson 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 Sampson is  
required to disclose such information, and in any event, such disclosure  
shall be limited to the specific information that Sampson is legally  
required to disclose based upon the advice of Sampson's counsel. 
 
C.     Remedies. 
 
     Sampson acknowledges and agrees that money damages would not be a  
sufficient remedy for any breach or threatened breach by Sampson of his  
covenant of confidentiality set forth in Paragraph A of this Section 3;  
and that, in addition to all other remedies that Multifoods shall be  
entitled to, Multifoods shall be entitled to injunctive or other  
equitable relief as a remedy for any such breach or threatened breach. 
 
5.     No Waiver. 
 
     The waiver by Multifoods or Sampson of a breach by Multifoods or  
Sampson, as applicable, of any term of this Agreement shall not operate  
or be construed as a waiver of any subsequent breach by Multifoods or  
Sampson, as applicable. 
 
6.     Governing Law. 
 
     This Agreement shall be interpreted under and governed by the laws  
of the State of Minnesota. 
 
7.     Entire Agreement. 
 
     This Agreement contains the entire agreement between Multifoods and  
Sampson with respect to the Release and Sampson's covenant of  
confidentiality, and supersedes any prior oral or written agreement or  
understanding with respect to the subject matter hereof. 
 
     IN WITNESS WHEREOF, Multifoods and Sampson have signed and  
delivered this Agreement as of the day and year first above written. 
 
WITNESS:                         INTERNATIONAL MULTIFOODS CORPORATION 
 
 
 
/s/Denise M. Kuntz            By:/s/ Robert F. Maddocks 
                                 Robert F. Maddocks, Executive Vice 
                                                       President 
 
 
WITNESS: 
 

/s/Rachael L. Galarneau      By:/s/ John E. Sampson   
                                John E. Sampson