**EXHIBIT10.23****CONSULTING AGREEMENT**     **THIS CONSULTING AGREEMENT**(this “***Agreement***”) is made and entered into this 27th day of July,2007, by and among Interstate Brands Corporation, a Delaware corporation (the “***Company***”), andMiller Management Group, Inc., a Colorado corporation (“***Consultant***”).     **WHEREAS**, Consultant has considerable knowledge and expertise concerning the operation andmanagement of consumer food companies utilizing direct store delivery structures (“***DSD***”);     **WHEREAS**, the Company has previously engaged Consultant pursuant to another ConsultingAgreement dated March 8, 2007, and Consultant has satisfactorily completed the Deliverablesthereunder;     **WHEREAS**, the Company desires to again engage Consultant as herein set forth in order tocontinue to utilize Consultant’s knowledge and expertise; and     **WHEREAS**, Consultant is willing to make itself available to the Company for the period providedin this Agreement subject to the terms and conditions hereinafter provided;     **NOW, THEREFORE**, in consideration of the premises, the mutual covenants and agreements madeherein, and other good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties agree as follows:**1.** **Performance of Consulting Services****.**Consultant agrees to perform consulting servicesfor the Company with respect to such business matters of the Company and at such time or timesas the Company may reasonably request, including, without limitation, completion of theservices and preparation of the deliverables set forth on Exhibit A (the “***Services***”).Consultant further agrees that the Services will be provided by its employee Jane S. Miller(“***Employee***”)**.**During the term of this Agreement, Employee shall serve in the capacity ofActing Executive Vice President and Chief Customer Officer of the Company. Consultant shallhave discretion as to the time, place and manner of the performance of the Services,consistent with the satisfactory performance of such Services. It is anticipated by theparties that Employee will dedicate a substantial portion of her working time to performanceof the Services during the term of this Agreement and will participate in such telephonecalls, electronic communications and meetings as may be reasonably requested by the Company.**2.** **Independent Contractor; No Fringe Benefits****.****(a)**Consultant is engaged by the Company to exercise its independent and professional judgmentin performing the Services. Accordingly, Consultant will determine, in its sole discretion,the manner, means, details and methods used in performing the Services. Consultantunderstands and agrees that it shall not have any right or authority to assume or create anyobligation or responsibility, express or implied, on behalf or in the name of the Company orto bind the Company in any manner. Further, Consultant shall not take any actions that wouldreasonably lead a third party to believe that Consultant has the authority to assume or createany obligation or responsibility, express or implied, on behalf or in the name of the Companyor to bind the Company in any manner. Consultant hereby acknowledges that it is solelyresponsible for paying all federal, state and local income or business taxes, includingestimated taxes, self-employment, Federal Insurance Contribution Act taxes, workers’compensation and unemployment compensation taxes and business license fees, if applicable, andany other taxes, fees, additions to tax, interest or penalties which may be assessed, imposed,or incurred as a result of the compensation provided to Consultant by the Company or providedto Employee by Consultant pursuant to this Agreement. The Consultant shall be solely andexclusively responsible for reporting, withholding and paying any and all such taxes, as andwhen due and payable.
 

 
**(b)**Neither Consultant nor Employee shall be entitled to any rights and fringe benefitsafforded to Company employees, including health insurance, disability or unemploymentinsurance, workers’ compensation insurance, pension and retirement, profit-sharing, or anyother policy, plan or program applicable to employees of the Company.**3.** **Term****.**The term of the consulting arrangement shall commence on July 22, 2007 (the“***Effective Date***”), and continue until the earlier to occur of (i) the date that is nine (9)months following the Effective Date, (ii) the effective date of the Company’s Plan ofReorganization under Chapter 11 of the US Bankruptcy Code, or (iii) the date the Chapter 11cases are converted to Chapter 7 of the Bankruptcy Code (the “***Term***”).**4.** **Termination**. The Company may terminate this Agreement at any time, with or withoutcause, upon five (5) days notice to Consultant. Consultant may terminate this Agreement uponfive (5) days notice to Company in the event that Company fails to perform its obligationshereunder, provided Company has not cured such failure to perform during such five (5) daynotice period. Immediately upon the termination of this Agreement, all payments shallimmediately cease; provided, however, that the Company shall pay to Consultant suchcompensation as Consultant shall have earned up to the date of the termination of theconsulting arrangement.**5.** **Compensation; Expenses****.****(a)**The Company agrees to pay to Consultant, as compensation for the Services, at the rate ofSix Hundred Fifty Dollars ($650.00) per hour for each hour that Consultant performs Servicesunder this Agreement, limited to 50 hours per week. Such compensation shall be payable inarrears, with payment of the total hours billed (subject to the weekly limit) less a holdbackof $200.00 per hour (the “***Holdback***”), to be made within ten (10) business days of Company’sreceipt of an invoice setting forth the dates and hours worked by Consultant during thepreceding calendar month. The total amount of the Holdback earned will be paid at the end ofthe Term of this Agreement. Should Consultant refuse to perform the Services for the fullTerm without cause, it shall not be eligible to receive any portion of the Holdback.Consultant may, at its election require the Company to seek approval from the bankruptcy courtof the terms of compensation set forth in this Agreement. Any such election must be inwriting and shall be delivered to the Company in the manner set forth in section 17 below. Inthe event that Consultant so elects and such compensation is not approved by the BankruptcyCourt on terms acceptable to Consultant by a date that is no later that the next regularlyscheduled omnibus hearing date in the Company’s bankruptcy case that occurs more than twentydays after the Company receives written notice of such election,, then Consultant mayterminate the Agreement pursuant to section 4 of this Agreement. Provided, however, in theevent Consultant terminates the Agreement pursuant to this clause, it shall be paid anyHoldback accrued through the effective date of such termination.**(b)**The Company shall reimburse Consultant for all ordinary, necessary and reasonable expenses(including, but not limited to, lodging, meals and travel expenses) incurred and paid byConsultant in the course of the performance of the Services and consistent with the Company’spolicies in effect from time to time with respect to travel, entertainment and other businessexpenses for the Company’s own employees, and subject to the Company’s requirements withrespect to the manner of reporting such expenses.**(c)**The Company shall provide Employee with administrative support substantially equivalentwith that made available to employees of the Company at the vice president level.**(d)**The Company shall deliver a copy of this Agreement to representatives of its seniorsecured lenders, Official Committee of Unsecured Creditors and Official Committee of EquitySecurity Holders within two (2) business days after execution hereof and shall receive theirconsent to the terms hereof in a form that is reasonably acceptable to Consultant.
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**6.** **Covenant Not to Compete****.**During the term of this Agreement and for a period of two(2) years following its termination, Consultant and Employee will not, directly or indirectly,without the express written consent of the Company own, manage, operate, control orparticipate in the ownership, management, operation or control of, or have any interest,financial or otherwise, in or act as an officer, director, partner, principal, member,manager, shareholder, proprietor, employee, agent, representative, consultant or independentcontractor of, or in any way assist any person or entity in the conduct of, any business thatis engaged or may become engaged in any business competitive to any business now or at anytime during the period hereof engaged in by the Company or any of its affiliates, including,but not limited to, any business that is engaged in the production, marketing, distribution orsale of fresh baked bread or sweet goods; provided, however, that notwithstanding theforegoing, Consultant or Employee may own not more than five percent (5%) of the outstandingequity securities in any corporation or entity that is listed upon a national stock exchangeor actively traded in the over-the-counter market.**7.** **Covenant Not to Solicit****.**Consultant agrees that, during the term of this Agreementand for a period of one (1) year thereafter, neither it nor any of its agents or affiliateswill directly or indirectly engage, recruit, solicit for employment or engagement, offeremployment to or hire, or otherwise seek to influence or alter any relationship with, withoutthe prior written consent of the Company, any person who is an employee of the Company or itsaffiliates; provided,however, that this provision shall not restrictConsultant from offering employment to or otherwise engaging any current or former employee ofthe Company who responds to a general advertisement. Without limiting the generality of theprovisions of Section 6, Consultant hereby agrees that, during the term of this Agreement andfor a period of one (1) year thereafter, in order to protect the Company’s ConfidentialInformation and trade secrets, Consultant shall not, directly or indirectly, without the priorwritten consent of the Company (i) induce any person which is a customer of the Company or itsaffiliates to patronize any competitor of Company; (ii) canvass or solicit from any person whois a customer of the Company or any of its affiliates, on behalf of any such competitor; or(iii) request or advise any person who is a customer or vendor of the Company or any of itsaffiliates or their successors to withdraw, curtail or cancel any such customer’s or vendor’sbusiness with any such entity.**8.** **Covenant Not to Disparage or Cause Disrepute****.**Consultant agrees not to make anypublic or private statement at any time that is disparaging of the Company, its affiliates orany of their respective present or former officers, managers, directors, members,shareholders, agents, or employees, as applicable, or their predecessors, successors orassigns. Consultant further agrees not to engage in any conduct, business or personal, thatbrings the organizational objectives of the Company or the Company itself into disrepute ordisregard. The Company agrees not to make any public or private statement at any time that isdisparaging of Consultant or Employee.**9.** **Covenant Not to Disclose Confidential Information****.****(a)**Consultant acknowledges that, during the term of this Agreement, Consultant may develop orhave access to and knowledge of certain information and data that the Company or itsaffiliates consider confidential and that the release of such information or data tounauthorized persons or entities would be extremely detrimental to the Company. As aconsequence, Consultant hereby agrees and acknowledges that Consultant owes a duty to theCompany not to disclose, and Consultant agrees that, during or after the term of thisAgreement, without the prior written consent of the Company Consultant will not communicate,publish or disclose to any person or entity anywhere or use (for Consultant’s own benefit orthe benefit of others) any Confidential Information (as defined below) for any purpose otherthan carrying out Consultant’s duties as contemplated by this Agreement. Consultant will useits best efforts at all times to hold in confidence and to safeguard any ConfidentialInformation to ensure that any unauthorized persons or entities do not gain possession of anyConfidential Information and, in particular, will not permit any Confidential Information tobe read, duplicated or copied. Consultant will return to the Company all originals and copiesof documents and
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other materials, whether in printed or electronic format or otherwise, containing or derivedfrom Confidential Information in its possession or under its control when its duties no longerrequire possession thereof, or whenever the Company shall so request, and in any event willpromptly return all such Confidential Information upon termination of this Agreement for anyreason and will not retain any copies thereof. Consultant acknowledges that it is obligatedto protect the Confidential Information from disclosure or use even after termination of thisAgreement. For purposes hereof, the term “Confidential Information” shall mean anyinformation or data used by or belonging or relating to the Company or its affiliates, or anyparty to whom the Company owes a duty of confidentiality, that is not known generally to theindustry in which the Company or any subsidiary, parent or affiliate of the Company, or anyparty to whom the Company owes a duty of confidentiality, is or may be engaged, including,without limitation, any and all trade secrets, proprietary data and information relating tothe Company’s or its affiliates’, or any party to whom the Company owes a duty ofconfidentiality, past, present or future business and products, price lists, customer lists,supplier lists, processes, procedures or standards, know-how, manuals, hardware, software,source code, business strategies, records, marketing plans, drawings, technical information,specifications, designs, patent information, financial information, whether or not reduced towriting, or information or data that the Company or its affiliates or any party to whom theCompany owes a duty of confidentiality advises Consultant should be treated as confidentialinformation.**(b)**In the event that Consultant is requested, pursuant to, or required by applicable law orregulation, or by legal process, to disclose any Confidential Information, Consultant shalluse its best efforts to promptly notify the Company of such request and enable the Company toseek an appropriate protective order. In the event that such a protective order or otherprotective remedy is not obtained, Consultant shall furnish only that portion of theConfidential Information that is legally required, in the opinion of its counsel, and willexercise its best efforts to obtain reliable assurances that confidential treatment will beaccorded the Confidential Information.**10.** **Proprietary Rights****.**For purposes of this Agreement, “***Proprietary Rights***” means allinventions, products, processes, methods, techniques, formulas, compositions, compounds,projects, developments, plans, research data, market data, financial data, personnel data andcomputer programs; all client, customer, account and supplier lists and files; all files,letters, memoranda, notes, reports, data, sketches, drawings, program listings and otherwritten, photographic and tangible materials; all improvements, discoveries, enhancements,software and works of authorship; and all patent, copyright, mask works, trademark, trade nameand other intellectual or proprietary property rights related to any of the foregoing. AllProprietary Rights created or developed by Consultant in the course of providing the Servicesor arising out of Company’s Confidential Information shall be owned exclusively by Company.Without limiting the generality of the foregoing, all such Proprietary Rights created, made,conceived or reduced to practice by or under the direction or control of Consultant while thisAgreement is in effect, acting alone or jointly with others, shall be considered “work forhire” and shall be owned exclusively by Company. For the avoidance of doubt, any ProprietaryRights in the possession of Consultant as of the Effective Date of this Agreement shall beowned exclusively by Consultant, provided, however, that to the extent such rights areincorporated into the Deliverables, Company shall have and is hereby granted a perpetualroyalty-free license in such rights. Consultant hereby grants, bargains, sells, releases,waives, transfers and assigns to Company and its successors and assigns all right, title andinterest, if any, that Consultant may now or hereafter have, own, claim, allege or assert inor with respect to such Proprietary Rights or any portion thereof. Consultant is not grantedany license or other interest in the Proprietary Rights or any portion thereof. The partiesshall cooperate with each other, including without limitation by executing and delivering suchdocuments and taking such actions as shall be necessary or appropriate, to give effect totheir intentions expressed in this Section 10.**11.** **Specific Performance****.**Recognizing that irreparable damage will result to the Companyin the event of the breach or threatened breach of any of the foregoing covenants andassurances by Consultant contained in Sections 6-10, and that the Company’s remedies at lawfor any such breach or threatened
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  breach will be inadequate, the Company, in addition to such other remedies that may beavailable to it, shall be entitled to an injunction, including a mandatory injunction, to beissued by any court of competent jurisdiction ordering compliance with this Agreement orenjoining and restraining Consultant, and each and every person or entity acting in concert orparticipation with it, from the continuation of such breach and, in addition thereto,Consultant shall pay to the Company all ascertainable damages, including costs and reasonableattorneys’ fees, sustained by the Company by reason of the breach or threatened breach of saidcovenants and assurances. The Company shall not be required to obtain a bond in connectionwith enforcement of its rights hereunder. The covenants and obligations of Consultant setforth in Sections 6-10 are in addition to and not in lieu of or exclusive of any otherobligations and duties of Consultant to the Company, whether express or implied in fact or inlaw.**12.** **Enforcement Expenses****.**In the event that a party hereto brings any legal action orother proceeding to enforce or interpret any of the rights, obligations or provisions of thisAgreement, or because of a dispute, breach or default in connection with any of the provisionsof this Agreement, the prevailing party shall be entitled to recover from the non-prevailingparty reasonable attorneys’ fees and all other costs in such action or proceeding in additionto any other relief to which such prevailing party may be entitled.**13.** **Indemnification****.****(a)**Company hereby agrees to indemnify Consultant to the full extent provided in the Company’sCertificate of Incorporation and Bylaws as if it were an officer of the Company.**(b)**Consultant hereby agrees to indemnify and hold harmless Company from and against allclaims, liabilities, losses, damages and expenses, as incurred (including reasonable legalfees), joint or several, in connection with, relating to or arising out of Consultant’s grossnegligence, willful misconduct or bad faith in performing the Services.**(c)**No later than August 31, 2007, Company will obtain an endorsement to its existingdirectors’ and officers’ liability insurance policy (or policies) such that Consultant will becovered by such policies as if it were employed by the Company as an officer.**14.** **No Conflict****.**Consultant represents and warrants to the Company that neither theexecution nor delivery of this Agreement, nor the performance of Consultant’s obligationshereunder will conflict with, or result in a breach of, any term, condition, or provision of,or constitute a default under, any obligation, contract, agreement, covenant or instrument towhich Consultant is a party or under which Consultant is bound, including, without limitation,the breach by Consultant of a fiduciary duty to any former employers.**15.** **Assignment****.**This Agreement is personal and not assignable by Consultant but it maybe assigned by the Company without notice to or consent of Consultant to, and shall thereafterbe binding upon and enforceable by, any subsidiary or affiliate of the Company, or any personor entity which shall acquire or succeed to substantially all of the business or assets of theCompany (and such person or entity shall be deemed included in the definition of the “Company”for all purposes of this Agreement) but is not otherwise assignable by the Company.**16.** **Choice of Law****.**This Agreement shall be governed by, and construed in accordancewith, the laws of the State of Missouri without regard to conflicts of laws principles.**17.** **Notice****.**Any notice, request, consent or communication under this Agreement shall beeffective only if it is in writing and (i) personally delivered, (ii) sent by certified mail,return receipt requested, postage prepaid, or (iii) sent by a nationally recognized overnightdelivery service, with delivery confirmed, addressed as follows:
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       If to the Company: with a copy to:       Interstate Brands Corporation Interstate Brands Corporation  12 East Armour Boulevard 12 East Armour Boulevard  Kansas City, Missouri 64111 Kansas City, Missouri 64111  Attn: Chief Executive Officer Attn: General Counsel       If to Consultant:         Miller Management Group, Inc.    260 Cactus Court    Boulder, Colorado 80304  ** ** or such other persons or to such other addresses as shall be furnished in writing by any partyto the other party, and shall be deemed to have been given only upon its delivery inaccordance with this Section 17. **18.** **Entire Agreement; Validity****.**This Agreement constitutes and expresses the entireagreement of the parties hereto with respect to the subject matter hereof, and may be modifiedonly by written agreement signed by the parties hereto. This Agreement shall supersede allprior arrangements between the parties, whether written or verbal. The invalidity orunenforceability of any provision of this Agreement shall not affect the validity orenforceability of any of the other provisions of this Agreement, which other provisions shallremain in full force and effect. Upon such determination that any provision is invalid,illegal or incapable of being enforced, a suitable and equitable provision shall besubstituted therefore in order to carry out, so far as may be valid and enforceable, theintent and purpose of such invalid or unenforceable provision.**19.** **Headings****.**The headings of the sections of this Agreement have been inserted forconvenience of reference only and shall in no way restrict or otherwise modify any of theterms or provisions hereof.**20.** **Survival of Obligations****.**All obligations of Consultant that by their nature involveperformance, in any particular, after the expiration or termination of this Agreement, or thatcannot be ascertained to have been fully performed until after the expiration or terminationof this Agreement, shall survive the expiration or termination of this Agreement.**21.** **Counterparts****.**This Agreement may be executed in one or more counterparts, and anyagreement bearing the original, whether on one or more pages, shall be considered an original.   **IN WITNESS WHEREOF**, the parties have caused this Agreement to be executed on the day and yearfirst above set out.         **INTERSTATE BRANDS CORPORATION**   **MILLER MANAGEMENT GROUP, INC.**         By:   /s/ Craig D. Jung   By:   /s/ Jane S. Miller         Name:      Craig D. Jung   Name:      Jane S. MillerTitle:      Chief Executive Officer   Title:      President
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