AMENDMENT TO CONSULTANT AGREEMENT 


EFFECTIVE DATE:            December 20, 1996

PARTIES:

     Sparta Foods, Inc.
     2570 Kasota Avenue
     St. Paul, MN  55108
     Fax Number:  (612) 646-0711                         ("Sparta")

     Catalina Specialty Foods, Inc.
     2550 Kasota Avenue
     St. Paul, MN  55108
     Fax Number:  (612) 647-6855                     ("Consultant")

RECITALS:

     A. Sparta and Consultant are parties to that certain  Consultant  Agreement
dated January 1, 1996 (the "Agreement").

     B. The parties  desire to extend the term of the Agreement  pursuant to the
terms and provisions contained herein.

AGREEMENT:

     In consideration  of the mutual  covenants  contained herein and other good
and  valuable  consideration,  the  receipt and  sufficiency  of which is hereby
acknowledged, the parties hereto agree as follows:

     1. Extension of Term. The parties hereby agree that the Agreement  shall be
renewed for an additional  one (1) year term to expire at the end of business on
December 31, 1997, unless terminated earlier pursuant to the terms of Section 10
of the Agreement.

     2.  Compensation.  Section  4 of the  Agreement  is hereby  amended  in its
entirety to read as follows:

     Sparta shall pay  Consultant a base  consulting fee of Eighty  Thousand
     Dollars ($80,000) for the calendar year January 1, through  December 31, 
     1997. Such amount  shall be paid  every two weeks  during  calendar  year 
     1997 (in the amount of  $3,076.92),  payable in arrears on the same date 
     as Sparta  pays its  employee  payroll  obligations.  Any amount not paid 
     when due shall be subject to a late  payment fee  computed  daily at a 
     rate equal to eighteen percent  (18%) per annum or the highest  rate  
     permitted  under  applicable usury  law.  Consultant  shall  be  eligible
     for a bonus of up to Twelve Thousand Five Hundred Dollars ($12,500) if the 
     bonus  criteria  set forth on Exhibit B attached hereto is met 
     (the "Bonus").
<PAGE>

     3.  Exhibit B.  Exhibit B is hereby  revised in its  entirety  and  revised
Exhibit B attached hereto shall supersede and take the place of Exhibit B to the
Agreement.

     4.  Continuing  Effect of Agreement.  The Agreement  shall continue in full
force and effect,  without  amendment,  through  December 31, 1996. For calendar
year 1997,  the  Agreement  shall  continue  in full force and effect  except as
expressly amended in this Amendment.  All provisions contained in Section 12 and
Section 13 of the Agreement shall apply to this Amendment.

     The parties  hereto have caused this Amendment to be executed by their duly
authorized  representative  to be  effective  as of the day and year first above
written.


                                             CATALINA SPECIALTY FOODS, INC.
                                                            ("Consultant")

                                             By____________________________
                                             Mary Catherine Gooch, President


                                             SPARTA FOODS, INC.
                                                                 ("Sparta")


                                             By_____________________________
                                             Joel P. Bachul, President and CEO


     The undersigned does hereby agree to continue to be bound by the provisions
of Section 2(j), Section 6 and Section 11(c) of the Agreement as amended herein.


                                             _________________________________
                                             MARY CATHERINE GOOCH



<PAGE>







                                    EXHIBIT B
                                       TO
                   CONSULTANT AGREEMENT FOR CALENDAR YEAR 1997

                                      Bonus


     Consultant  shall be eligible for a bonus of up to $12,500 during  calendar
year 1997 pursuant to the following terms:

Crystal Farms Total Net Sales During                          Bonus Amount
Sparta's 1997 Fiscal Year (10-1-96 - 09-30-97)

$2,800,000 - $3,299,999                                          $2,500
$3,300,000 - $3,799,999                                          $5,000
$3,800,000 - $4,299,999                                          $7,500
$4,300,000 - $4,799,999                                         $10,000
$4,800,000 or more                                              $12,500


     The above bonus shall be calculated  and paid by Sparta to Consultant on or
before December 31, 1997.


     In addition to the above  bonus,  for every new Cruz item  slotted  through
Crystal  Farms and shipped  into a  warehouse,  based on  Consultant's  efforts,
Consultant  will be paid an additional  one time  consulting  fee of One Hundred
Dollars  ($100) per slotted  item,  payable  quarterly  at the end of the fiscal
quarter during which such item was first shipped to a warehouse.