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                                                                  EXHIBIT 10.16



                              EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT (the "Agreement"), made this 3rd day of November,
1997, is entered into by Cumberland Farms, Inc., a Delaware corporation (the
"Company"), and Lily H. Bentas, residing at 431 Lewis Wharf, Boston,
Massachusetts (the "Employee").

     The Company desires to employ the Employee, and the Employee desires to
be employed by the Company. In consideration of the mutual covenants and
promises contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by the parties hereto,
the parties agree as follows:

     1.   TERM OF EMPLOYMENT. The Company hereby agrees to employ the Employee,
and the Employee hereby accepts employment with the Company, upon the terms set
forth in this Agreement, for the period commencing on October 1, 1997 (the
"Commencement Date"), and ending on September 30, 1999 (such period, as it may
be extended, the "Employment Period"), unless sooner terminated in accordance
with the provisions of Section 4.

     2.   TITLE, CAPACITY. The Employee shall serve as the President and Chief
Executive Officer of the Company. The Employee shall be subject to the
supervision of, and shall have such authority as is generally exercised by, a
chief executive officer of similar companies of like size and as delegated to
her by the Board. The Employee hereby accepts such employment and agrees to
undertake the duties and responsibilities or such other duties and
responsibilities as the Board shall from time to time


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reasonably assign to her. The Employee agrees to devote her entire business
time, attention and energies to the business and interests of the Company during
the Employment Period.

     3.   COMPENSATION AND BENEFITS.

          3.1 SALARY. The Company shall pay the Employee, in monthly 
installments, an annual base salary to be set by a majority vote of the
Compensation Committee of the Board ("Base Salary") for each fiscal year during
the Employment Period, and an allocable portion of such Base Salary in the event
that the Employee is employed by the Company under this Agreement for less than
all of any particular fiscal year during the Employment Period. The Compensation
Committee shall determine the amount of Employee's Base Salary to be effective
as of October 1, 1997, and such Base Salary shall be subject to adjustment from
time to time as determined by a majority vote of the Compensation Committee,
with the consent of the Employee.

          3.2 FRINGE BENEFITS. The Employee shall be entitled to participate in
all bonus and benefit programs that the Company establishes and makes available
to its employees, if any, to the extent that Employee's position, tenure,
salary, age, health and other qualifications make her eligible to participate,
including, but not limited to, the programs indicated on SCHEDULE A to this
Agreement. The Employee shall be entitled to a minimum of four weeks paid
vacation, or any greater amount pursuant to any plan adopted by the Company, for
each fiscal year, to be taken at such times as the Employee deems appropriate
consistent with her obligations under this Agreement.


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          3.3 REIMBURSEMENT OF EXPENSES. The Company shall reimburse the 
Employee for all reasonable travel, entertainment and other expenses incurred or
paid by the Employee in connection with, or related to, the performance of her
duties, responsibilities or services under this Agreement, upon presentation by
the Employee of documentation, expense statements, vouchers and/or such other
supporting information as may be appropriate.

     4.   EMPLOYMENT TERMINATION. The employment of the Employee by the Company
pursuant to this Agreement shall terminate upon the occurrence of any of the
following:

          4.1 Expiration of the Employment Period in accordance with Section 1;
PROVIDED, HOWEVER, that the Company may continue to employ Employee thereafter
on such terms and conditions as Employee and the Company may agree; and PROVIDED
FURTHER that this Agreement may be renewed only upon a majority vote of the
Board.

          4.2 By a majority vote of the Board, for cause, immediately upon 
written notice by the Company to the Employee. For the purposes of this Section
4.2, cause for termination shall only be deemed to exist upon (a) a finding by a
Justice of the Superior Court of Massachusetts of failure of the Employee to
perform her assigned duties for the Company, dishonesty, gross negligence or
misconduct, or (b) the conviction of the Employee of, or the entry of a pleading
of guilty or nolo contendere by the Employee to, any crime involving moral
turpitude or any felony.


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          4.3 Thirty days after the death or disability of the Employee. As used
in this Agreement, the term "disability" shall mean the inability of the
Employee, due to a physical or mental disability, for a period of 90 consecutive
days during any 360-day period to perform the services contemplated under this
Agreement. A determination that Employee is disabled made by the Company's
disability insurance carrier shall be binding on the Company. However, if the
Company's disability insurance carrier determines that Employee is not disabled,
Employee shall be free to challenge the carrier's determination by seeking a
disability determination from a physician satisfactory to both the Employee and
the Company; PROVIDED THAT if the Employee and the Company do not agree on a
physician, the Employee and the Company shall each select a physician and these
two together shall select a third physician, whose determination as to
disability shall be binding on all parties.

          4.4 At the election of either party without cause, but subject to the
provision of Section 5 hereof, upon not less than 60 days' prior written notice
of termination; PROVIDED, HOWEVER, that Employee's employment may not be
terminated by the Company pursuant to this paragraph except upon a majority vote
of the Board.

     5.   EFFECT OF TERMINATION.

          5.1 TERMINATION FOR CAUSE. In the event the Employee's employment is
terminated for cause pursuant to Section 4.2, or at the Employee's election, the
Company shall pay to the Employee the compensation and benefits otherwise
payable


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to her under Section 3 through the last day of her actual employment by the
Company.

          5.2 TERMINATION AT THE BOARD'S ELECTION. For the purposes of this 
paragraph "Anticipated Annual Compensation" shall mean the greater of (i)
Employee's Base Salary at the time of termination, or (ii) Employee's Base
Salary effective as of October 1, 1997, as defined in Section 3.1 above. In the
event that the Board elects to terminate the Employee without cause, under
paragraph 4.4 hereof, then the Company shall pay Employee severance pay at an
annualized rate equal to the Anticipated Annual Compensation for the greater of
(i) twelve (12) months or (ii) the number of months then remaining between the
date of termination and September 30, 1999. To the extent that Employee is
terminated on or after September 30, 1998, Employee's entitlement to receive
this severance pay shall not be affected or reduced by any earnings she may
receive from a subsequent employer during the severance period. However, if
Employee is terminated BEFORE September 30, 1998, then, for the period from the
date of termination until September 30, 1998 ONLY (but not during the period
from October 1, 1998 to September 30, 1999), Employee's entitlement to receive
this severance pay shall be reduced by any earnings she may receive from a
subsequent employer during such period.

          5.3 TERMINATION FOR DEATH OR DISABILITY. If the Employee's employment
is terminated by death or because of disability pursuant to Section 4.3, the
Company shall pay to the estate of the Employee or to the Employee, as the case
may be, the compensation which would otherwise be payable to the Employee


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up to the end of the month in which the termination of her employment because of
death or disability occurs. In addition, in the event that termination is for
disability, the Company shall also pay the difference between the monthly
long-term disability insurance coverage provided and that amount received from
Social Security and the Employee's Base Salary, and shall keep in force all
medical coverage, for the period remaining in this Agreement.

          5.4 SEVERANCE PAY AFTER THE EXPIRATION OF THIS AGREEMENT. Should (a)
Employee continue to be employed by the Company on or after September 30, 1999,
and (b) the Company terminate Employee's employment at the expiration of the
Employment Period or thereafter other than for cause (as defined in Section 4.2
above), the Company shall pay Employee severance pay at a rate equal to the
Anticipated Annual Compensation (as defined in Section 5.2 above) for a period
of twelve (12) months following Employee's termination date. Employee's
entitlement to receive this severance pay shall not be affected by any earnings
she may receive from a subsequent employer during the severance period. Such
severance payments shall be made to Employee at such times as Employee would
have received salary payments during such twelve (12) month period. This
paragraph shall survive the expiration of this Agreement.

          5.5 EXCEPTION TO SEVERANCE OBLIGATIONS. The Company shall not be 
obligated to pay severance pay to Employee pursuant to paragraphs 5.2 and 5.4
above if (i) Employee's employment with the Company is terminated in connection
with a sale of all or substantially all of the assets of the Company and (ii)
Employee


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is offered employment with the entity acquiring such assets in exchange for
compensation and benefits (including severance benefits) at least equal to those
then being offered to Employee by the Company.

          5.6 INDEMNIFICATION AND ADEQUATE ASSURANCE AGAINST PERSONAL LIABILITY.
The Company hereby agrees to indemnify the Employee against any claims against
the Company for which she may have personal liability. Notwithstanding any other
provision of this Agreement, prior to the effective date of the Employee's
termination, and for one year thereafter, whether for cause or otherwise, the
Company shall provide the Employee with adequate assurance that all the
liabilities of the Company which, if unpaid, may constitute a personal liability
of the Employee have been satisfied or will be satisfied by the Company, which
adequate assurance, at the Employee's election may include, without limitation,
requiring the Company to make advance payments to establish a cash escrow fund
for or set aside and pledge to secure such liabilities. This Contract and the
Employee's compensation shall not terminate until such adequate assurance is
provided.

     6.   RESTRICTIVE COVENANTS. Unless otherwise agreed in writing by the 
parties to this Agreement, during Employee's employment by the Company, and for
a period of one (1) year (or, if longer, for the period of time during which
Employee continues to receive severance payments from the Company) after
Employee's employment with the Company terminates for any reason, voluntarily or
involuntarily, or with or without cause, Employee will not, directly or
indirectly, whether through Employee's own


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efforts or through the efforts of another, or in any way assisting or employing
the assistance of, any other person or entity:

          a. engage in any business in competition with the business of the 
Company; or

          b. hire or employ any employee of the Company at the Vice President 
level or higher, or recruit, solicit or induce (or in any way assist another in
soliciting or inducing) any such employee of the Company to terminate his or her
relationship with the Company.

     Employee understands and agrees that the above restrictions are reasonable
and necessary to protect the confidential information, goodwill, and other
legitimate business interests of the Company, and that, in the event of an
actual or threatened breach of the above provisions, the Company will suffer
immediate and irreparable harm, and will be entitled to injunctive relief to
prevent such a breach, in addition to any other remedies to which it may be
entitled by law. If any of the provisions of this Agreement are determined to be
unenforceable in whole or in part, Employee understands and agrees that such a
determination shall not affect the validity and enforceability of this
Agreement.

     7.   CONFIDENTIALITY. Employee agrees that she will not, at any time during
or after her employment by the Company, without the Company's prior written
consent, reveal or disclose to any person outside of the Company, or use for her
own benefit or the benefit of any other person or entity, any confidential
information concerning the business or affairs of the Company, or


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concerning the Company's customers, clients or employees ("Confidential
Information"). For purposes of this Agreement, Confidential Information shall
include, but shall not be limited to, financial information or plans; sales and
marketing information or plans; business or strategic plans; salary, bonus or
other personnel information of any type; information concerning methods of
operation; proprietary systems or software; legal or regulatory information;
cost and pricing information or policies; information concerning new or
potential products or markets; and information concerning new or potential
investors, customers, clients, or shareholders. Confidential Information shall
not include Confidential Information already available to the public through no
act of Employee's.

     Employee further understands and agrees that all such Confidential
Information, however or whenever produced, shall be the Company's sole property,
and shall not be removed by Employee (or anyone acting at Employee's direction
or on her behalf) from the Company's custody or premises without the Company's
prior written consent. Upon the termination of Employee's employment, Employee
will promptly deliver to the Company all copies of all documents, equipment,
property or materials of any type in her possession, custody or control, that
belong to the Company, and/or that contain, in whole or in part, any
Confidential Information.

     8.   NOTICES. All notices required or permitted under this Agreement shall
be in writing and shall be deemed effective upon personal delivery or upon
deposit in the United States Post Office, by registered or certified mail,
postage prepaid,


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addressed to the other party at the address shown above, or at such other
address or addresses as either party shall designate to the other in accordance
with this Section 8.

     9.   ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties and supersedes all prior agreements and understandings,
whether written or oral, relating to the subject matter of this Agreement.

     10.  AMENDMENT. This Agreement may be amended or modified only by a written
instrument executed by both the Company and the Employee.

     11.  GOVERNING LAW. This Agreement shall be construed, interpreted and
enforced in accordance with the laws of the Commonwealth of Massachusetts.

     12.  SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure
to the benefit of both parties and their respective successors and assigns,
including any corporation with which or into which the Company may be merged or
which may succeed to its assets or business, provided, however, that the
obligations of the Employee are personal and shall not be assigned by her.

     13.  MISCELLANEOUS.

          13.1 No delay or omission by the Company in exercising any right under
this Agreement shall operate as a waiver of that or any other right. A waiver or
consent given by the Company on any one occasion shall be effective only in that
instance and shall not be construed as a bar or waiver of any right on any other
occasion.


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          13.2 In case any provision of this Agreement shall be invalid, illegal
or otherwise unenforceable, the validity, legality and enforceability of the
remaining provisions shall in no way be affected or impaired thereby.

          13.3 All amounts of compensation referred to in this Agreement are 
subject to withholding as required by law.

          13.4 Nothing in this Agreement shall limit or restrict in any way the
rights of the Employee to act as a shareholder or member of the Board of
Directors of the Company.

          13.5 The Company shall pay all reasonable attorney's fees and costs
incurred by the Employee in connection with the defense of any action brought by
a third party in which this Agreement or the Employee's performance thereunder
is in issue.

          13.6 The Company shall pay (and shall advance to Employee) all 
reasonable costs and attorneys' fees incurred by the Employee in connection with
any action or claim brought by Employee to enforce the Company's obligations
under this Agreement; provided, however, that in the event that it is finally
determined that the action or claim as to which such costs and fees were
advanced was frivolous, Employee will repay such costs and fees to the Company.
For purposes of this paragraph, it shall not be "finally determined" that an
action or claim was frivolous unless all appeals as to that issue have been
resolved, or all appeal periods as to that issue have expired without an appeal
of that issue having been taken.


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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year set forth above.

                                      CUMBERLAND FARMS, INC.



                                      By: /s/ Arthur Koumantzelis
                                         --------------------------------
                                              Arthur Koumantzelis

                                      Title:  Chief Financial Officer


                                      EMPLOYEE


                                      /s/ Lily H. Bentas
                                      -----------------------------------
                                      Lily H. Bentas