Exhibit 10.1

                              EMPLOYMENT AGREEMENT


          THIS EMPLOYMENT AGREEMENT (this "Agreement") dated as of March 7, 2005
is entered into by and between The Middleby Corporation,  a Delaware corporation
(the  "Company"),  Middleby  Marshall  Inc.,  a  Delaware  corporation  ("MMI"),
(collectively the "Employer"), and Timothy J. FitzGerald ("Employee").

                                 R E C I T A L S

          The Employer is a party to a severance agreement with Employee,  dated
March 1, 2004, (the "Prior Agreement") and a retention  agreement with Employee,
dated July 22, 2004, (the "Retention  Agreement"),  each of which is intended to
be superceded by this Agreement.

          The Employer  desires to continue and extend the term of employment of
Employee as Vice  President  and Chief  Financial  Officer of the Company and as
Vice President and Chief Financial Officer of MMI, and Employee desires to serve
the Employer in such  capacities,  all on the terms and  conditions  hereinafter
provided.

          NOW, THEREFORE,  in consideration of the mutual covenants contained in
this Agreement,  Employee's  employment by the Employer,  the compensation to be
paid  Employee  while  employed  by the  Employer,  and other good and  valuable
consideration, the receipt and sufficiency of which is acknowledged, the parties
agree as follows:

1.   Employment.  The Employer  agrees to employ Employee and Employee agrees to
     be employed by the  Employer  subject to the terms and  provisions  of this
     Agreement.

2.   Term.  The employment of Employee by Employer as provided in Section 1 will
     be for a period  commencing on the date of this Agreement  (the  "Effective
     Date") and ending on March 1, 2010, unless sooner terminated as hereinafter
     provided.

3.   Duties.  Employee shall serve as Vice President and Chief Financial Officer
     of the Company and Vice President and Chief Financial Officer of MMI, or in
     such other executive capacities as the Board of Directors of the Company or
     MMI, as applicable,  may designate and shall have such powers and duties as
     may be from  time to time  prescribed  by the  Board  of  Directors  of the
     Company or MMI, as applicable.  Employee shall devote  substantially all of
     his time and effort as  reasonably  may be required  for him to perform the
     duties and  responsibilities to be performed by him under the terms of this
     Agreement.




4.   Compensation.

     (a)  Base  Salary.  The  Employer  shall pay to Employee a base salary at a
          rate per annum of  $250,000,  payable  in  accordance  with the normal
          payroll practices of Employer.

     (b)  Incentive  Compensation.  Employee shall be eligible to participate in
          the  Management  Incentive  Plan  previously  adopted by the Employer,
          subject to all terms and conditions  thereof.  Under such plan, if the
          Employer attains certain pre-established performance goals (attainment
          of such goals to be determined after taking into account any incentive
          compensation  to be  paid to  Employee  and  any  other  participating
<PAGE>
          employees  under the Plan),  Employee shall be entitled to receive (i)
          80% of his Base  Salary as in effect at the  beginning  of the  fiscal
          year to which the award relates, and (ii) for each year, an additional
          $5,800 for each $120,000 by which the Employer's actual EBITDA exceeds
          the goal.  The  performance  goals,  which are based on the Employer's
          EBITDA,  are set forth on Exhibit A hereto.  The maximum bonus payable
          to Employee under the Management  Incentive Plan shall be $600,000 and
          the Employer will modify the Management  Incentive  Plan  accordingly.
          Notwithstanding  the foregoing,  the Employee's  participation  in the
          Management  Incentive  Plan with respect to fiscal year 2004 shall not
          be  affected  hereby  and  shall  be  governed  by  the  terms  of the
          Management  Incentive Plan as in effect for Employee immediately prior
          to the date hereof.

     (c)  Restricted Stock Grant. The Company shall cause Employee to be granted
          an  aggregate  of 50,000  shares of  restricted  stock of the  Company
          pursuant to the 1998 Stock  Incentive Plan (the  "Restricted  Stock"),
          under  the terms and  conditions  set forth in the form of  Restricted
          Stock Agreement attached hereto as Exhibit B.

5.   Termination.

     (a)  Employee's  employment  hereunder  may be terminated by Employer or by
          Employee at any time,  or by the death of Employee.  Such  termination
          shall  automatically  terminate all of the Employer's  obligations not
          theretofore  accrued under this Agreement  other than as  specifically
          set forth in this Agreement or in any employee  benefit plan,  program
          or  arrangement  in  which  Employee  participates.  If  the  Employer
          terminates  Employee's  employment  under this Agreement (as hereafter
          amended  or  extended)  without  "Cause,"  as  defined  below,  or  if
          employment  is  terminated  due to  Employee's  death  or  disability,
          incentive  compensation  under the  Management  Incentive Plan for any
          year shall be deemed to have accrued as of the date of  termination if
          and to the extent that  incentive  compensation  under the  Management
          Incentive  Plan would have been  payable  to  Employee  if he had been
          employed  on the last  day of such  fiscal  year and  shall be (i) pro
          rated based on the number of days that  Employee was  employed  during
          the fiscal year and (ii) payable in the following  fiscal year, on the
          earlier of April 1 or at the same time as incentive compensation under
          the Management Incentive Plan for such year is paid to those employees
          who are still employed by the Employer.

     (b)  Notwithstanding  anything to the contrary contained in this Agreement,
          in the event that (i) the Employer  terminates  Employee's  employment
          under  this  Agreement  (as  hereafter  amended or  extended)  without
          "Cause,"  as  defined   below,   (for  this  purpose,   not  including
          termination  due to Employee's  death or  disability) or (ii) Employee
          terminates  his employment  under this Agreement  within the six-month
          period immediately following a "Change in Control" (as defined below),
          by  providing  written  notice of such  termination  to the  Employer,
          Employee shall be entitled to an amount equal to two (2) times the sum
          of (A)  Employee's  annual  base  salary  for the full  calendar  year
          immediately  prior to the date of the  termination and (B) the greater
          of (x) the  amount  of  Employee's  incentive  compensation  under the
          Management  Incentive  Plan with  respect  to the full  calendar  year
          immediately  prior to the date of the  termination and (y) the average
          of Employee's  incentive  compensation under the Management  Incentive
          Plan for each of the two calendar years  immediately prior to the date
          of the termination, payable in one lump sum within thirty (30) days of
          the date of termination.

     (c)  For  purposes  of this  Section 5, the term  "Cause"  shall mean gross
          negligence,  willful  misconduct,  breach of fiduciary  duty involving
          personal profit, substance abuse, or commission of a felony.

     (d)  For purposes of this  Agreement,  the term  "Change in Control"  shall
          mean an increase, on or after the date of this Agreement, in ownership
          to twenty percent (20%) or more of the outstanding  voting  securities
          of the  Company  held by any person or group of persons who are acting
<PAGE>
          together for the purpose of acquiring, holding, voting or disposing of
          such  voting  securities;  provided,  however,  that  an  increase  in
          ownership to twenty (20%) or more of the outstanding voting securities
          of the Company  held by Employee  or group of persons  which  includes
          Employee  who are  acting  together  for  the  purpose  of  acquiring,
          holding,  voting or  disposing  of such  voting  securities  shall not
          constitute a Change in Control.

          Example  1: On April 16,  2004  individual  A owns  2.42% of the total
          outstanding  voting  securities of Company.  Thereafter,  individual A
          commences  a series  of open  market  and  private  purchases,  and on
          January  10,  2005 for the first time his  holdings  exceed 20% of the
          outstanding  voting  securities  of the  Company.  A Change of Control
          occurs on January 10, 2005.

          Example 2: On a date  subsequent to this  Agreement  individual B, who
          owned  no  voting  securities  of  Company  prior  to the date of this
          Agreement,  commences a series of open  market and private  purchases,
          and on January 11, 2005 for the first time his holdings  exceed 20% of
          the outstanding  voting securities of the Company. A Change of Control
          occurs on January 11, 2005.

     (e)  Parachute Payments

          (i)       To the extent that any amount payable to Employee (hereunder
                    or  otherwise)  alone or  together  with other  compensation
                    constitutes  a  "parachute  payment"  within the  meaning of
                    section  280G(b)(2) of the Internal Revenue Code of 1986, as
                    amended,  (the  "Code")  that would result in some or all of
                    the  compensation   owed  being   characterized  as  "excess
                    parachute payments" (as defined by section 280G(b)(1) of the
                    Code),  and  would,  therefore,  be subject to an excise tax
                    under  section  4999 of the Code  (the  "Excise  Tax"),  the
                    Employer shall pay to Employee, at the time specified below,
                    that additional amount (the "Gross-Up Payment") necessary to
                    reimburse  Employee  for the amount of any (i)  Excise  Tax,
                    (ii) federal,  state and local income and  employment  taxes
                    (including  additional  Excise Tax)  payable with respect to
                    the  Gross-Up  Payment,  and (iii)  interest,  penalties  or
                    additions  to tax  payable by Employee  with  respect to the
                    Excise  Tax  or  the  Gross-Up  Payment.   For  purposes  of
                    determining  the amount of the  Gross-Up  Payment,  Employee
                    shall be deemed to pay federal  income  taxes at the highest
                    marginal rates of taxation  applicable to individuals as are
                    in effect in the calendar year in which the Gross-Up Payment
                    is to be made  and  state  and  local  income  taxes  at the
                    highest marginal rates of taxation applicable to individuals
                    as are in effect in the state  and  locality  of  Employee's
                    residence,  and/or any other state or  locality  that may be
                    applicable,  in the  calendar  year in  which  the  Gross-Up
                    Payment  is to be  made,  net of the  maximum  reduction  in
                    federal  income taxes that can be obtained from deduction of
                    such  state  and  local  taxes,   taking  into  account  any
                    limitations  applicable  to  individuals  subject to federal
                    income tax at the highest marginal rates.

          (ii)      The Gross-Up  Payments provided for in Section 5(e)(i) above
                    shall  be  made  upon  the  earlier  of (i) the  payment  to
                    Employee  of  compensation  in  the  nature  of a  parachute
                    payment or (ii) the  imposition  upon Employee or payment by
                    Employee of any Excise Tax.

          (iii)     If it is established  pursuant to a final determination of a
                    court or an Internal  Revenue  Service  proceeding  that the
                    Excise Tax is less than the amount taken into account  under
                    Section 5(e)(i) above,  Employee shall repay to the Employer
                    within thirty (30) days of  Employee's  receipt of notice of
                    such final determination the portion of the Gross-Up Payment
                    attributable  to such  reduction  (plus the  portion  of the
                    Gross-Up Payment attributable to the Excise Tax and federal,
                    state and local income and
<PAGE>
                    employment  taxes  imposed  on the  Gross-Up  Payment  being
                    repaid by Employee, if such repayment results in a reduction
                    in Excise  Tax or a  federal,  state and  local  income  tax
                    deduction).  If  it  is  established  pursuant  to  a  final
                    determination  of a court  or an  Internal  Revenue  Service
                    proceeding that the Excise Tax exceeds the amount taken into
                    account under Section 5(e)(i) above  (including by reason of
                    any  payment  the  existence  or amount  of which  cannot be
                    determined  at  the  time  of  the  Gross-Up  Payment),  the
                    Employer  shall  make any  additional  Gross-Up  Payment  in
                    respect  of  such  excess  within  thirty  (30)  days of the
                    Employer's receipt of notice of such final determination.

          (iv)      Notwithstanding   anything   contained   herein  or  in  the
                    Management Incentive Plan to the contrary, the amount of any
                    payments  made  pursuant  to  this  Section  5(e)  shall  be
                    excluded from the calculation of EBITDA under the Management
                    Incentive   Plan  for   purposes  of   determining   bonuses
                    thereunder.

6.   Payment.  Payment of all  compensation  and benefits to Employee  hereunder
     shall be made in accordance  with the relevant  policies of the Employer in
     effect from time to time and shall be subject to all applicable  employment
     and withholding taxes.

7.   Successors.  This Agreement shall be binding upon, and inure to the benefit
     of and be enforceable  by,  Employer and its  successors and assigns.  This
     Agreement shall inure to the benefit of Employee's heirs,  legatees,  legal
     representatives  and assigns,  but neither this  Agreement nor any right or
     interest hereunder shall be assignable by Employee without Employer's prior
     written consent.

8.   Notices.  All notices,  requests,  demands and other communications made or
     given in connection  with this  Agreement  shall be in writing and shall be
     deemed to have been duly given (a) if delivered,  at the time  delivered or
     (b) if mailed,  at the time mailed at any general or branch  United  States
     Post Office  enclosed in a certified  post-paid  envelope  addressed to the
     address of the respective parties as follows:


To the Company: 1400 Toastmaster Drive
                Elgin, Illinois 60120
                Attention:  Chief Executive Officer

To MMI:         1400 Toastmaster Drive
                Elgin, Illinois 60120
                Attention: Chief Executive Officer

To Employee:    Timothy J. FitzGerald
                1400 Toastmaster Drive,
                Elgin, Illinois 60010

     or to such  other  address  as the party to whom  notice is to be given may
     have  previously  furnished to the other party in writing in the manner set
     forth  above,  provided  that  notices of changes of address  shall only be
     effective upon receipt.

9.   Modifications  and Waivers.  This Agreement may be modified or amended only
     by a written  instrument  executed by  Employer  and  Employee.  No term or
     condition of this  Agreement  shall be deemed to have been waived nor shall
     there be any estoppel to enforce any provision of this Agreement  except by
     written instrument of the party charged with such waiver or estoppel.

10.  Entire Agreement.  This Agreement  supersedes all prior agreements  between
     the parties hereto relating to the subject matter hereof, including but not
     limited to the Prior Agreement and the Retention Agreement, and constitutes
<PAGE>
     the entire  agreement of the parties hereto  relating to the subject matter
     hereof.  However,  nothing  in this  Agreement  is  intended  or  shall  be
     interpreted  to reduce the rate or  eliminate  any  portion  of  Employee's
     compensation or benefits in effect immediately prior to the date hereof.

11.  Law Governing. The validity, interpretation,  construction, performance and
     enforcement of this Agreement shall be governed by the laws of the State of
     Illinois without regard to principles of conflicts of laws.

12.  Invalidity. The invalidity or unenforceability of any term or terms of this
     agreement shall not invalidate,  make unenforceable or otherwise affect any
     other term of this Agreement which shall remain in full force and effect.

13.  Headings.  The headings  contained  herein are for reference only and shall
     not affect the meaning or interpretation of this Agreement.

14.  Joint and Several.  The liability hereunder of the Company and MMI shall be
     joint and several.

15.  Other Agreements.  Employer agrees to modify any and all agreements,  plans
     and  contracts  as may  be  necessary  to  effectuate  the  terms  of  this
     Agreement;  provided,  however,  that to the extent shareholder approval is
     required  by  applicable   law  or   regulation  to  effectuate   any  such
     modification, such modification shall be subject to shareholder approval.
<PAGE>
     IN WITNESS WHEREOF,  the parties hereto have executed this Agreement on the
day and year set forth above.

EMPLOYEE                                                THE MIDDLEBY CORPORATION

/s/ Timothy J. Fitzgerald                               By  /s/ Selim A. Bassoul
-------------------------                                   --------------------


                                                        MIDDLEBY MARSHALL INC.

                                                        By  /s/ Selim A. Bassoul
                                                            --------------------
<PAGE>
                                    EXHIBIT A

                                  EBITDA Goals


The  following  are the  EBITDA  goals to be used  for  purpose  of  determining
incentive  compensation under the Management  Incentive Plan as set forth in the
Agreement to which this Exhibit is attached:
<TABLE>
<CAPTION>
    Year           2005         2006          2007          2008         2009          2010         2011
-------------- ------------- ------------ ------------- ------------- ------------ ------------- ------------
<S>                 <C>          <C>           <C>           <C>          <C>          <C>           <C>
EBITDA Goal*    48,985,685   54,863,967    61,447,643    68,821,360   77,079,923    86,329,515   96,689,057
-------------- ------------- ------------ ------------- ------------- ------------ ------------- ------------
</TABLE>

*Notes Regarding EBITDA Goals

Calculation  of EBITDA.  EBITDA shall be  determined  in the  discretion  of the
Committee   administering  the  MICP  in  accordance  with  Generally   Accepted
Accounting   Principles.   However,   EBITDA  shall  exclude  foreign   exchange
gains/losses  and non-cash equity  compensation  and shall take into account any
and all  bonuses  and  incentive  compensation  payable  to  Company  employees,
including incentive  compensation  payable to employees  participating under the
MICP for the applicable  year. The Committee  administering  the MICP shall have
the  authority to make  appropriate  adjustments  to EBITDA goals to reflect the
impact of  extraordinary  items not reflected in such goals. For purposes of the
MICP,  extraordinary  items shall include (1) any profit or loss attributable to
acquisitions or  dispositions of stock or assets,  (2) any changes in accounting
standards  or  treatments  that may be required or  permitted  by the  Financial
Accounting  Standards Board or adopted by the Company or its subsidiaries  after
the goal is  established,  (3) all items of gain,  loss or expense  for the year
related to restructuring  charges for the Company or its  subsidiaries,  (4) all
items of gain,  loss or expense for the year determined to be  extraordinary  or
unusual in nature or  infrequent  in  occurrence or related to the disposal of a
segment of a business  (including but not limited to any costs  allocated to the
Company by any entity that acquires the Company), (5) all items of gain, loss or
expense for the year related to discontinued operations that do not qualify as a
segment  of  a  business  as  defined  in  APB  Opinion  No.  30  (or  successor
literature),  (6) the  impact of capital  expenditures,  (7) the impact of share
repurchases and other changes in the number of outstanding  shares, (8) fees and
expenses associated with a business  transaction such as investment banking fees
and/or legal,  accounting or tax planning  fees, and (9) such other items as may
be  pre-scribed  by  Section  162(m)  of the Code and the  treasury  regulations
thereunder as may be in effect from time to time, and any amendments,  revisions
or successor provisions and any changes thereto.

If actual EBITDA for any particular  full year exceeds the goal for that year to
the extent that it also exceeds the goal for the next following year, the EBITDA
goal for such next following year shall be automatically  increased to equal the
actual  EBITDA for such prior year.  EBITDA  goals for  subsequent  years do not
automatically change. For example, if the actual EBITDA for 2005 is $60,000,000,
then the  EBITDA  Goal for 2006  will  automatically  increase  to  $60,000,000;
however,  the EBITDA goals for 2007 through 2011 shall not automatically  adjust
at that time.