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                                                                   Exhibit 10.28

September 26, 2002

Eric Brenk
11675 Candy Rose Way
San Diego, CA 92131

Dear Eric:

It is my pleasure on behalf of Aurora Foods and Dale Morrison, to offer you the
position of Senior Vice President, Operations with the anticipated start date of
Monday, October 21, 2002.

Your salary will be $225,000 a year, payable bi-weekly at $8,653.84. In
addition, you will participate in our Management Incentive Plan in which you
will be eligible for a target bonus of 50% of base salary earnings for the
fiscal year, contingent upon Corporate financial performance.

You will be provided enhanced severance coverage in the event you should lose
your position involuntarily and without cause. Severance will be equal to 12
months of current base pay. Severance will be paid on a bi-weekly basis.
Throughout the severance period, or until you secure other employment (whichever
is less) the Company will offer group medical and dental coverage through the
Company's COBRA Health Care Plan at the same rates in effect for all active plan
participants.

If within two years of a Change-Of-Control (see attached definition), your
employment is terminated involuntarily and without cause, or, you voluntarily
terminate your employment for good reason, you will receive the following
coverage in lieu of severance: (i) a lump sum payment equal to two-times your
annual salary and target bonus; and (ii) medical and dental coverage for 18
months, or until you secure other employment (whichever is less) at the same
rate in effect for all active plan participants. COBRA coverage during this time
will be counted as part of the maximum COBRA period of 18 months.

As an executive officer of Aurora Foods and in consideration of the enhanced
severance and Change-Of-Control provision outlined above, the Company will
require the following:

     1.   While you are employed by the Company and for a period of two years
          immediately following your termination date, you agree not to compete
          with Aurora Foods or undertake any planning for any competitive
          business either directly or indirectly whether as owner, partner,
          investor, consultant, agent, employee, co-venturer or otherwise.

     2.   You will not solicit or encourage any person who is a customer of
          Aurora Foods to terminate its relationship with any of them or to
          conduct with any other person any business or activity which that
          customer conducted with Aurora Foods or which is detrimental to the
          Company.

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     3.   You agree that for a period of two years following your termination
          date, you will not directly, or indirectly through agents or other
          representatives, seek to persuade, solicit or encourage any employee
          of Aurora Foods to discontinue employment with the Company or solicit
          or encourage any independent contractor providing services to the
          Company to terminate or diminish its relationship with Aurora Foods.

     4.   While you are employed by the Company and for a period of two years
          immediately following your termination date, you agree not to publish,
          disclose or use, or authorize anyone else to publish, disclose or use
          any secret, confidential or proprietary matter.

Upon reporting to work, you will receive an award of stock options in the amount
of 250,000 shares. Base price of the option will be the stock price as of the
market close on your first day of employment. This 10-year option has a 4-year
vesting period subject to the terms and conditions of the 1998 Stock Option
Plan. Future grants will be at the discretion of the Board.

You will also receive four (4) weeks vacation according to Company policy and
have full participation in the Company's life, health, and accident insurance
plans, the 401(k) plan, and all other Company sponsored benefit plans.

Full relocation assistance, as outlined in the attached Associate Relocation
Policy, will be provided through Prudential Relocation. This package includes
the guaranteed sale of your home, closing costs, the physical move of household
items, house hunting trips, temporary living, and weekend trips home during your
transition. In addition to normal moving expenses you are eligible for one
month's pay, or a maximum of $5,000, less applicable taxes, for miscellaneous
expenses. This comprehensive package is contingent upon your execution of an
Associate Relocation Reimbursement Agreement, which is included as an
attachment. In view of the year-end priorities and the urgency of the projects
planned for the new fiscal year, we will extend your temporary living provisions
beyond the standard relocation agreement to support your relocation to St. Louis
in mid-2003. To that end, we will provide 6-months temporary living in a Company
furnished apartment and flexibility with return trips home beyond the standard
allotment.

Eric, we would very much like to have you become a member of the Aurora team and
look forward to your positive response. Your outstanding experience is certain
to make a significant contribution to Aurora Foods. Please confirm your
acceptance and agreement to the terms of our offer by signing this letter. Then
return a signed copy of the letter, indicating your start date, along with a
signed copy of the "Relocation Reimbursement Agreement" to me at your earliest
convenience. Also, please don't hesitate to contact me at 314-801-2325 if you
have any questions or I may assist you in any other way.


Sincerely,                                               Accepted by:



Paul A. Graven                /s/   Eric S. Brenk                      10/21/02
SVP-Human Resources         ----------------------------------------------------
                               Signature                             Start Date

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                                Change-Of-Control

A Change-Of-Control shall be deemed to have occurred if:

          a)   any person (used as such term is defined in Sections 13(d) and
               14(d) of the Exchange Act) other than one or more Permitted
               Holders, is or becomes the Beneficial Owner, directly or
               indirectly, of more than 35% of the total voting power of the
               Voting Stock of the Company provided that the permitted Holders
               are Beneficial Holders of, directly or indirectly, in the
               aggregate, a lesser percentage of the total voting power of the
               Voting Stock of the Company than such other person (used as such
               term is defined in Sections 13(d) and 14(d) of the Exchange Act)
               and do not have the right or ability by voting power, contract or
               otherwise to elect or designate for election a majority of the
               Board provided, further, that a person (used as such term is
               defined in Sections 13(d) and 14(d) of the Exchange Act) shall be
               deemed to be the Beneficial Owner of any Voting Stock of a Person
               held by any other Person (the "Parent Corporation") if such other
               person (used as such term is defined in Sections 13(d) and 14(d)
               of the Exchange Act) is the Beneficial Owner of, directly or
               indirectly, more than 35% of the voting power of the Voting Stock
               of the Parent Corporation and the Permitted Holders are
               Beneficial Owners of , directly or indirectly, in the aggregate,
               a lesser percentage of the voting power of the Voting Stock of
               the Parent Corporation and do not have the right or ability by
               voting power, contract or otherwise to elect or designate for
               election a majority of the board of directors of the Parent
               Corporation; or

          b)   the consummation, through one transaction or a series of related
               transactions, of a reorganization, merger or consolidation, in
               each case, unless, following such reorganization, merger or
               consolidation the shareholders of the Company immediately prior
               to such reorganization, merger or consolidation are the
               Beneficial Owners, directly or indirectly, or more than 50% of,
               respectively, the then outstanding shares of Common Stock
               resulting from such reorganization, merger or consolidation and
               the combined voting power of the Voting Stock of the Company; or

          c)   the consummation, through one transaction or a series of related
               transaction, of (i) a complete liquidation of dissolution of the
               Company or (ii) the sale, disposition or other transfer or
               removal of assets of the Company to which 40% of the Company's
               annualized revenues as of December 31, 2001 are directly
               attributable; provided, that a Change of Control shall not be
               deemed to have occurred if the entity or entities acquiring
               control in such sale or disposition are the Permitted Holders of
               their Affiliates.