EXHIBIT 10.65











                                                 July 15, 1997



Mr. Patrick J. O'Dea
c/o Mother's Cake & Cookie Co.
810 81st Avenue
Oakland, California  94621

Dear Pat:


     We are pleased to inform you that you are eligible to
participate in a deferred bonus plan that has been adopted by
Mother's Cake & Cookie Co. (the "Company").  Under this plan, you
will receive bonus payments in consideration for your continued
employment by the Company, Specialty Foods Corporation ("SFC") or
any affiliate or subsidiary of the Company or SFC (collectively,
the "SFC Companies").  The terms and conditions of this bonus are
set forth below:

     1.   Deferred Bonus Payment.

          (a)  Subject to the provisions of Section 2, you are
eligible to receive a one-time bonus (the "Deferred Bonus") in an
amount equal to the sum of:

               (i)  The aggregate gross amount of cash
                    payments which you have already received
                    from the SFC Companies for annual bonus
                    payments covering the fiscal years 1994
                    through 1996 (the "Retroactive Bonus").
                    You and the Company agree that the
                    amount of the Retroactive Bonus which
                    you have received equals $207,985.00 and
                    consists of the payments set forth on
                    Exhibit A hereto; and
               
               (ii) The aggregate gross amount of cash
                    payments which you receive from the SFC
                    Companies for annual bonus payments
                    covering the fiscal years 1997 and 1998
                    (the "Future Bonus").  The amount of the
                    Future Bonus shall be reasonably
                    determined by the Company in a manner
                    consistent with the calculation of the
                    Retroactive Bonus (as set forth herein).
                    In no event shall any payments made to
                    you (x) for base salary, (y) under the
                    Long Term Incentive Compensation Plan of
                    any of the SFC Companies dated July 1997
                    (including, without limitation, the
                    Supplemental Long-Term Incentive Plan of
                    the Company dated July, 1997) (the "LTI
                    Plans"), or (z) under the Divestiture
                    Award Bonus Plan dated July 1997 be
                    included in calculating the amount of
                    the Deferred Bonus.

          (b)  The Deferred Bonus shall be paid as follows:

               (i)  Forty percent (40%) of such amount shall be
                    paid on the earlier of (x) the date occurring
                    ninety (90) days after a Change in Control of
                    the Company (as defined in the LTI Plans),
                    and (y) March 31, 1999 (the "First Payment");
                    and
               
               (ii) The remaining sixty percent (60%) of such
                    amount shall be paid on the earlier of (x)
                    the date occurring ninety (90) days after a
                    Change in Control of the Company (as defined
                    in the LTI Plans), and (y) March 31, 2000
                    (the "Second Payment").

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

          (a)  To earn the right to receive the First Payment,
you must remain employed by the Company through January 15, 1999,
unless (i) your continued employment with the Company terminates
prior to such date as a result of a Termination without Cause or
a Voluntary Termination with Good Reason (as each such term is
defined in your Employment Agreement dated July 15, 1997), or
(ii) a Change of Control occurs prior to such date.

          (b)  To earn the right to receive the Second Payment,
you must remain employed by the Company through January 15, 2000,
unless (i) your continued employment with the Company terminates
prior to such date as a result of a Termination without Cause or
a Voluntary Termination with Good Reason, or (ii) a Change of
Control occurs prior to such date.

     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.

     4.   Unfunded Plan.  The Company's obligations under this
Agreement shall be unfunded.  Neither the Company, SFC or 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 Mother's Cake & Cookie Co., 810 81st
Avenue, Oakland, California  94621, Attention:  Vice President,
Human Resources, 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 June 30, 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.

     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.

     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,

                                   MOTHER'S CAKE & COOKIE CO.


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


Agreed to this 15th day of July, 1997


/s/ Patrick J. O'Dea
--------------------
Name:    Patrick J. O'Dea
Address: