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                                                                   Exhibit 10.17

                               INDEMNITY AGREEMENT

     THIS INDEMNITY AGREEMENT (the "Agreement") is made and entered into as of
this 23rd day of July, 2002 by and between Aurora Foods Inc., a Delaware
corporation (the "Company"), and Dale Morrison, a director of the Company (the
"Director").

                              W I T N E S S E T H:

     WHEREAS, the Company and the Director recognize that the legal risks and
potential liabilities associated with lawsuits filed against the directors of
the Company pose a significant deterrent to experienced and capable individuals
serving as directors of the Company;

     WHEREAS, the Company recognizes that the result of the foregoing maybe to
encourage those directors who nonetheless determine to serve the Company in such
capacity to act with undue conservatism in the performance of their duties to
the Company and, thus, may result in less effective direction, supervision and
management of the Company's business and operations;

     WHEREAS, Section 145 of the Delaware General Corporation Law is not
exclusive of other rights to which those indemnified thereunder may be entitled
under any by-law, agreement, vote of stockholders or disinterested directors or
otherwise and, thus, does not by itself limit the extent to which the Company
may indemnify (and advance expenses to) persons serving as its directors;

     WHEREAS, the Company desires to have the Director begin or continue to
serve as a director of the Company, free from undue concern for unpredictable,
inappropriate or unreasonable legal risks and personal liabilities by reason of
performing his duty to the Company or his status as a director, and the Director
desires to begin or continue to serve as a director of the Company.

     NOW, THEREFORE, in consideration of the premises, mutual covenants and
agreements of the parties contained herein and the mutual benefits to be derived
from this Agreement, the parties hereto covenant and agree as follows:

     1. Agreement to Serve. The Director agrees to begin or to continue to serve
the Company as a director, provided, however, that nothing contained in this
Agreement shall create or supersede or amend any existing contract of employment
between the Company and the Director, or the Securityholders Agreement dated as
of April 8, 1998 and the termination of the Director's relationship with the
Company by either party hereto shall not be restricted by this Agreement. Should
the Director and the Company agree and subject to any written employment
agreement between the Director and the Company, the Director may also serve
another corporation, limited liability company, partnership, joint venture,
employee benefit plan, trust including, without limitation, any subsidiary or
other enterprise affiliated with the Company (any

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and all of which are collectively referred to herein as an "Affiliate"), in
which event the terms and provisions of this Agreement shall automatically apply
to any such other service to the full extent permitted by applicable law without
the need for any additional action on the part of the Director or the Company.

     2.   Indemnity.

     (a)  Subject to the conditions and limitations of this Paragraph 2
          (including without limitation Paragraph 2(b) below), the Company
          shall, to the fullest extent permitted by the Delaware General
          Corporation Law as it may then be in effect, indemnify and hold the
          Director and his estate, heirs and legal representatives (each an
          "Indemnified Party") harmless if any of them is, becomes or was a
          party to or witness or other participant in, or is or was threatened
          to be made a party to or witness or other participant in, any Claim
          (as defined below) by reason of (or arising in part out of) an
          Indemnifiable Event (as defined below) against any and all expenses
          (including attorneys', accountants' and other experts' fees,
          disbursements and expenses), judgments, fines, penalties, excise taxes
          and amounts paid or to be paid in settlement incurred by the
          Indemnified Party in connection with preparation for or in defense of
          such Claim (collectively, "Indemnified Amounts"). "Claim" means any
          threatened, pending or completed action, cause of action, suit or
          proceeding, whether civil, criminal, administrative or investigative
          or other, including, without limitation, an action by or in the right
          of any corporation (including without limitation, the Company) of any
          type or kind, domestic or foreign, or any limited liability company,
          partnership, joint venture, trust, employee benefit plan or other
          enterprise, whether predicated on foreign, federal, state or local law
          and whether formal or informal. "Indemnifiable Event" means any event
          or occurrence related to the fact that the Director is or was or has
          agreed to become a director or other representative of the Company, or
          is or was serving or has agreed to serve in any capacity, at the
          request of the Company, in any other corporation, limited liability
          company, partnership, joint venture, employee benefit plan, trust or
          other enterprise, or by reason of anything done or not done by the
          Director in any such capacity.

(b)       Any indemnification under paragraph (a) of this Paragraph 2 shall be
          made by the Company only as authorized in the specific case upon a
          determination that the Director acted in good faith and in a manner he
          reasonably believed to be in or not opposed to the best interests of
          the Company and, with respect to any criminal action or proceeding,
          had no reasonable cause to believe his conduct was unlawful; provided,
          however, that no indemnification shall be made in respect of any Claim
          as to which the Director shall have been adjudged to be liable to the
          Company unless and only to the extent that the Court of Chancery of
          the State of Delaware or the court in which such action or suit was
          brought shall determine upon application that, despite the
          adjudication of liability but in view of all the circumstances of the
          case, the Indemnified Party is fairly and reasonably entitled to
          indemnity for such Indemnified Amounts which the Court of Chancery of
          the State of Delaware or such other court shall deem proper. Such
          determination (each, a "Board Action") shall be made (1) by the Board
          of Directors by a

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          majority vote of the directors who are not a party to such Claim with
          respect to an Indemnifiable Event, even if less than a quorum, or (2)
          by a committee of such directors appointed by a majority vote of such
          directors, even if less than a quorum, or (3) by the Board of
          Directors acting upon an opinion in writing of independent legal
          counsel, if there are no such directors or if a majority of such
          directors so direct.

     (c)  Notwithstanding anything in the Company's Certificate of
          Incorporation, By-Laws, or this Agreement to the contrary, if so
          requested by an Indemnified Party the Company shall advance (an
          "Expense Advance") (within 30 days of such request) any and all
          Indemnified Amounts relating to a Claim to such Indemnified Party,
          upon the receipt of a written undertaking by or on behalf of such
          Indemnified Party to repay such Expense Advance if a judgment or other
          final adjudication adverse to such Indemnified Party (as to which all
          rights or appeal therefrom have been exhausted or lapsed) establishes
          that such Indemnified Party, with respect to such Claim, is not
          eligible for indemnification.

     (d)  The indemnification and advancement of expenses provided by, or
          granted pursuant to, this Paragraph 2 shall not be deemed exclusive of
          any other rights to which an Indemnified Party seeking indemnification
          or advancement of expenses may be entitled under any by-law, other
          agreement, vote of stockholders or disinterested directors, policy of
          insurance or otherwise, both as to action of the Director in his
          official capacity and as to action in another capacity while holding
          such office.

     (e)  For the purposes of this Paragraph 2, references to "the Company"
          shall include, in addition to the resulting corporation or limited
          liability company, any constituent corporation or limited liability
          company (including any constituent of a constituent) absorbed in a
          consolidation or merger which, if its separate existence had
          continued, would have had power and authority to indemnify its
          directors, officers, employees or agents, so that the Director if he
          is or was a director, officer, employee or agent of such constituent
          entity, or is or was serving at the request of such constituent entity
          as a director, officer, employee, agent, trustee, fiduciary or other
          representative of another corporation, limited liability company,
          partnership, joint venture, trust or other enterprise, shall stand in
          the same position under the provisions of this Paragraph 2 with
          respect to the resulting or surviving entity as he would have with
          respect to such constituent entity if its separate existence had
          continued.

     (f)  Any repeal or modification of relevant provisions of the Delaware
          General Corporation Law or any other applicable laws shall not in any
          way diminish any rights to indemnification of an Indemnified Party or
          the obligations of the Company arising hereunder except to the extent
          required by law. All rights and obligations of the Company and the
          Director and the other Indemnified Parties under this Agreement shall
          continue in full force and effect despite the subsequent amendment or
          modification of the Company's Certificate of Incorporation or Bylaws,
          as such are in effect on the date hereof, and such rights and
          obligations

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          shall not be affected by any such amendment or modification, any
          resolution of the Board of Directors or the stockholders of the
          Company, or any other corporate action which in any way seeks to
          diminish any of the rights of the Director and the other Indemnified
          Parties or the obligations of the Company under this Agreement. If
          this Paragraph 2 or any portion hereof shall be invalidated on any
          ground by any court of competent jurisdiction, then the Company shall
          nevertheless indemnify each Indemnified Party as to Indemnified
          Amounts with respect to any Claim, no matter by whom brought, and
          advance expenses (including attorneys', accountants' and other
          experts' fees, disbursements and expenses), in each such Claim to the
          full extent permitted by any applicable portion of this Paragraph 2
          that shall not have been invalidated and to the full extent permitted
          by applicable law.

     (g)  Anything herein to the contrary notwithstanding, the settlement of any
          Claim that is entered into without the prior written consent of the
          Company shall be covered by the terms hereof as determined by the
          Company in its sole discretion pursuant to Paragraph 2(b).

     (h)  Notwithstanding any other provision of this Agreement, to the extent
          that the Indemnified Party has been successful on the merits or
          otherwise in defense of any or all Claims relating in whole or in part
          to an Indemnifiable Event or in defense of any issue or matter
          therein, including, without limitation, dismissal without prejudice,
          the Indemnified Party shall be indemnified against any and all
          Indemnified Amounts paid or to be paid in settlement of such Claim. In
          connection with any determination by Board Action or by a court of
          competent jurisdiction that the Indemnified Party is not entitled to
          be indemnified hereunder, the burden of proof shall be on the Company
          to establish that the Indemnified Party is not so entitled.

     3.   Payment of Indemnity. Indemnified Amounts and Expense Advances, if
any, provided to any Indemnified Party by the Company under this Agreement upon
the final disposition or conclusion of a Claim unless otherwise ordered by the
court before which such Claim was brought, shall be paid by the Company (net of
all amounts, if any, previously advanced to the Indemnified Party or Parties
pursuant to Paragraph 2(c)) to the Indemnified Party (or to such other person as
the Indemnified Party may designate in writing to the Company) within 30 days
after the receipt of the Indemnified Party's written request therefor, which
request shall include a reasonably comprehensive accounting of amounts for which
indemnification is being sought and shall refer to one or more of the
provision(s) of this Agreement pursuant to which such claim is being made. All
expenses associated with the indemnification process set forth in this Agreement
or enforcements of rights hereunder shall be paid by the Company.

     4.   Termination of an Action is Nonconclusive. The termination of any
Action, no matter by whom brought, by judgment, order, settlement, conviction,
or upon a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the Director has not met the applicable standard(s) of
conduct set forth in Paragraph 2 of this Agreement.

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     5.   Partial Indemnification; Interest.

     (a)  If it is determined by the court before which a Claim is brought or a
          court having competent jurisdiction that the Indemnified Party is
          entitled to indemnification as to some claims, issues or matters, but
          not as to other claims, issues or matters involved in such Claim, no
          matter by whom brought, the court shall authorize the reasonable
          proration of the Indemnified Amounts with respect to which
          indemnification is sought by the Indemnified Party, among such claims,
          issues or matters as the court shall deem appropriate in light of all
          of the circumstances of such Claim.

     (b)  If it is determined by the court before which such Claim was brought
          or a court having competent jurisdiction that certain Indemnified
          Amounts incurred by the Indemnified Party are, for whatever reason,
          unreasonable in amount, the court shall authorize indemnification to
          be paid by the Company to the Indemnified Party for only such amounts
          as the court shall deem reasonable in light of all of the
          circumstances of such Claim.

     6.   Representation of Company. The Company represents and warrants to the
Director that neither the execution and delivery of this Agreement by the
Company nor the consummation of the transactions set forth herein or
contemplated hereby will conflict with or result in any violation of, or
constitute a breach of, or a default under, the Certificate of Incorporation or
Bylaws of the Company, or under any contract, instrument, agreement,
understanding, mortgage, indenture, lease, insurance policy, permit, concession,
grant, franchise, license, judgment, order, decree, statute, law, ordinance,
rule or regulation applicable to the Company.

     7. Insurance.

     (a)  To the extent the Company maintains at any time an insurance policy or
          policies providing directors' and officers' liability insurance,
          Indemnitee shall be covered by such policy or policies, in accordance
          with its or their terms, to the maximum extent of the coverage
          available for any other Company director or officer under such
          insurance policy. The purchase and maintenance of such insurance shall
          not in any way limit or affect the rights and obligations of the
          parties hereto, and the execution and delivery of this Agreement shall
          not in any way be construed to limit or affect the rights and
          obligations of the Company or of the other parties under any such
          insurance policy.

     (b)  In the event of payment to an Indemnified Party under this Agreement,
          the Company shall be subrogated to the extent of such payment to all
          of the rights of recovery with respect to such payment of the
          Indemnified Party, who shall execute and deliver all instruments,
          documents, and other papers and shall perform any and all acts or
          deeds reasonably necessary or advisable to secure such rights.

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     8. Notice to the Company by Director. The Director agrees to, and each
other Indemnified Party shall, notify the Company promptly upon being served
with or having knowledge of any citation, summons, complaint, indictment or any
other similar document relating to any Action which is reasonably likely to
result in a claim of indemnification under this Agreement.

     9. Continuation of Rights and Obligations. The terms and provisions of this
Agreement shall survive and continue as to the Director and the other
Indemnified Parties notwithstanding whether the Director ceases to be a director
of the Company or of an Affiliate.

     10. Amendment and Modification. This Agreement may be amended, modified or
supplemented only by the written agreement of the Director and the Company
(subject to approval by the Board of Directors).

     11. Assignment. This Agreement shall not be assigned (including without
limitation by operation of law or merger) by the Company or the Director without
the prior written consent of the other party hereto, except that the Company may
assign its rights and obligations under this Agreement to any Affiliate for whom
the Director is serving as an executive thereof, provided, however, that no
permitted assignment shall release the assignor from its obligations hereunder.
Subject to the foregoing, this Agreement and all of the provisions hereof shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns, including, without limitation, any successor
to the Company by way of merger, consolidation and/or disposition of all or
substantially all of the capital stock or assets of the Company.

     12. Governing Law. All matters with respect to this Agreement, including,
without limitation, matters of validity, construction, effect and performance,
shall be governed by the internal laws of the State of Delaware applicable to
contracts made and to be performed therein between the residents thereof
(regardless of the laws that might otherwise be applicable under principles of
conflicts of law).

     13. Headings. The headings used in this Agreement are for convenience and
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

     14. Severability. Without limiting the provisions of Paragraph 2(f) hereof,
if any provision of this Agreement shall be deemed invalid, unenforceable or
inoperative, or if a court of competent jurisdiction determines that any of the
provisions of this Agreement contravene public policy, this Agreement shall be
construed so that the remaining provisions shall not be affected, but shall
remain in full force and effect, and any such provisions which are held to be
invalid, unenforceable or inoperative or which contravene public policy by such
court shall be deemed, without further action, to be modified, amended and/or
limited, but only to the extent necessary to render the same valid and
enforceable, and the Company shall thereafter indemnify the Indemnified Party
against reasonable expenses (including attorneys', accountants' and other
experts' fees, disbursements and expenses), judgments, fines and amounts
incurred in settlement with respect to any Action, no matter by whom brought, to
the full extent permitted by any applicable provisions of this Agreement that
shall not have been invalidated and to the full extent otherwise permitted by
the Delaware General Corporation Law as it may then be in effect.

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     15.  Notices. All notices, requests, demands and other communications
required or permitted hereunder shall be in writing and shall be deemed to have
been given when delivered by hand or two (2) business days after being mailed by
a recognized international private courier (by way of example, FedEx and UPS) or
by certified or registered mail, return receipt requested, with postage prepaid:

          If to the Director, to:

          Dale Morrison
          c/o Fenway Partners, Inc.
          152 West 57th St., 59th Floor
          New York, NY 10019

     or to such other person or address as the Director shall furnish to the
     Company in writing.

          If to the Company, to:

          Aurora Foods Inc.
          11432 Lackland Road
          St. Louis, Missouri 63146
          Attention: Chief Financial Officer

     or to such other person or address as the Company shall furnish to the
     Director in writing.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.


DIRECTOR:                                  AURORA FOODS INC.



 /s/ Dale F. Morrison                      By: /s/ William R. McManaman
---------------------                          --------------------------------
Name: Dale Morrison                        Name: William R. McManaman
                                                 --------------------
                                           Title: Chief Financial Officer