EXHIBIT 10.81



                                          March 15, 1999

Mr. David E. Schreibman
c/o Specialty Foods Corporation
520 Lake Cook Road, Suite 550
Deerfield, IL 60015

Dear David:

          Metz Baking Company (the "Company") is pleased to
inform you that you are eligible to receive the bonus
payments specified in this letter upon a sale occurring
prior to December 31, 2000 (the "Sale") of the stock or
substantially all or any material portion of the assets of
the Company to a purchaser, subject to the terms and
conditions set forth below:

          1.   Bonus and Payment Related to Purchase Price.
Subject to the provisions of Section 2, you are eligible to
receive a bonus (each, a "Sale Bonus") in an amount equal to
0.05% of the Purchase Consideration.  For purposes of this
Agreement, "Purchase Consideration" shall mean the aggregate
net cash proceeds received by the Company or Specialty Foods
Corporation ("SFC") (after deducting all fees and expenses
incurred by the Company, SFC and/or their respective
affiliates) in connection with a Sale.  By way of example,
if the Purchase Consideration equaled $600,000,000, your
Sale Bonus would be $300,000.  Each Sale Bonus payable
hereunder shall be paid to you within three (3) months of
the completion of a Sale.

          2.   Conditions.  The payment of all or any part
of any Sale Bonus potentially payable to you hereunder is
expressly conditioned upon the satisfaction of the following
conditions:

          (a)  Your continued employment with the Company or
SFC through the date any Sale is completed;

          (b)  The absence of any material deficiencies in
the performance of your duties and cooperation during any
Sale process as determined by the SFC Board of Directors in
its sole discretion.  The factors considered in assessing
whether your performance and cooperation in any Sale process
have been materially deficient include (i) your continued
focus on your regular job responsibilities, (ii) your
maintenance of the confidentiality of non-public
information, and (iii) your positive attitude and
cooperativeness;

          (c)  Your continued employment with the Company
(or its successor) or SFC until three (3) months after the
date any Sale is completed, unless you are terminated after
any Sale for other than Cause;

          (d)  Your execution and delivery of agreements
prepared by SFC waiving all claims which you have had or may
have against the Company, SFC and/or their respective
affiliates other than any rights granted to you pursuant to
any annual bonus plan, long-term incentive plan, stock
option plan, deferred bonus plan, written employment
contract, written severance agreement or other formal
written compensation plan between you and the Company, SFC
and/or their respective affiliates; and

          (e)  The closing of any Sale being consummated by
December 31, 2000.

          For purposes of this Agreement, "Cause" shall mean
(i) your continued failure to substantially perform your
employment duties (other than as a result of incapacity due
to physical or mental disability), (ii) your gross
negligence or dishonesty, (iii) your violation of any
reasonable rule or regulation of the Company or SFC after
written notice; or (iv) your arrest or conviction for the
commission of any felony or other crime involving dishonesty
or moral turpitude.

          3.   Continued Employment.  This Agreement is not
a contract of employment.  Nothing expressed or implied in
this Agreement shall create any right or duty of your
continued employment by the Company (or its successor) or
SFC.  The Company and SFC reserve all rights to cause your
employment to be terminated at any time with or without
cause.
          4.   Unfunded Plan.  The Company's obligations
under this Agreement shall be unfunded.  Neither the
Company, SFC nor any of their subsidiaries shall be required
to establish any special or separate fund or to make any
other segregation of assets to assure the payment of any
award under this Agreement.

          5.   Successors Bound.  The rights and obligations
of the Company hereunder shall inure to the benefit of and
be binding upon the successors of the Company.

          6.   Assignment.  You shall not assign any rights
or benefits granted to you by the terms of this Agreement or
encumber in any way your interests herein; provided,
however, that in the event of your death, any payments then
due and owing will be made when due to the legal
representative of your estate.

          7.   Notices and Other Documents.  All payments,
requests, notices and the like may be made to you by mailing
the same to you at the address set forth below or at such
other address as you may file in writing with the Company
for that purpose.  Notices, requests and the like sent by
you to the Company shall be sufficient if mailed to Metz
Baking Company, 520 Lake Cook Road, Suite 520, Deerfield, IL
60015, Attention: Vice President - Human Resources, with a
copy to Specialty Foods Corporation, 520 Lake Cook Road,
Suite 550, Deerfield, IL 60015, Attention: Chief Financial
Officer, or to such other address as the Company may furnish
to you for this purpose from time to time in writing.

          8.   Employment Taxes.  All payments made under
this Agreement shall be subject to withholding tax, other
employment taxes and other withholds and deductions as
required by applicable law or regulation, as in effect from
time to time.

          9.   Effect of Agreement.  This Agreement shall
have a term expiring on December 31, 2000, at which time it
shall expire and be of no further force or effect, except to
the extent that rights of payment have accrued to you
hereunder prior to such date.  This Agreement supersedes and
replaces the Agreement by and between you and the Company
dated October 19, 1998.

          10.  Governing Law/Jurisdiction.  The substantive
law (and not the law of conflicts) of the State of Illinois
will govern all questions concerning the construction,
validity and interpretation of this Agreement and the
performance of the obligations imposed by this Agreement.
The parties hereby waive their rights to request or demand a
trial by jury in the event controversy arises under this
Agreement.

          11.  Entire Agreement.  This Agreement sets forth
the entire agreement and understanding of the parties
relating to the subject matter hereof, and supersedes all
prior agreements, arrangements and understandings, written
or oral, relating to the subject matter hereof.  No
representation, promise or inducement has been made by
either party that is not embodied in this Agreement, and
neither party shall be bound by or liable for any illegal
representation, promise or inducement not so set forth.

          If the foregoing correctly sets forth your
understanding of the Agreement between us, please sign both
copies of this Agreement in the place indicated below and
return one copy to us.


                                   Very truly yours,

                                   Metz Baking Company

                            By: /s/ Lawrence S. Benjamin
                          Name:     Lawrence S. Benjamin      
                         Title:     Vice President
                                   

Agreed to this ___ day of March, 1999


   /s/ David E. Schreibman
Name:  David E. Schreibman
Address:_______________________
_______________________________
_______________________________