EXHIBIT 10.80


  COORDINATION DOCUMENT FOR THE METZ-MOTHER'S CAKE & COOKIE CO.
                    CONSOLIDATED PENSION PLAN
                                

          Section 1.     Purpose.  Effective December 31, 1995, the
Metz Baking Company Pension Plan for Non-Union Employees (the "Former
Metz Plan") was merged into the Mother's Cake & Cookie Co.
Retirement Plan (the "Former Mother's Plan") to form the Metz-
Mother's Cake & Cookie Co. Consolidated Pension Plan (the
"Consolidated Plan").  The participants in the respective former
plans continued to be subject to the terms of the prior plan
documents.  This Coordination Document is intended to clarify the
applicable terms of the merged plan.

          Section 2.     Plan Documentation.  The Plan shall be
comprised of (i) the document reflecting the terms applicable to
the Former Metz Plan, as from time to time amended (the "Metz
Portion of the Consolidated Plan"), (ii) the document reflecting
the terms applicable to the Former Mother's Plan, as from time to time
amended (the "Mother's Portion of the Consolidated Plan"), and
(iii) this Coordination Document.  The documents for the Metz
Portion of the Consolidated Plan and the Mother's Portion of the
Consolidated Plan shall continue to apply to the applicable
employees of Metz Baking Company and Mother's Cake & Cookie Co.,
respectively, except as provided herein.

          Section 3.     Plan Sponsor.  Metz Baking Company is the
plan sponsor of the Consolidated Plan.

          Section 4.     Administration.  The primary responsibility
for the administration of the Consolidated Plan shall be assigned to
the Administrator of the Former Metz Plan.  This includes
responsibility for the annual report form.  With respect to
benefit issues and claims procedures, the Administrative
Committee and the Administrator of the Former Metz Plan and the
Administrative Committee of the Former Mother's Plan shall
continue to have responsibility for the interpretation of the
plan documents and other functions related to the provision of
benefits to eligible participants assigned under the respective
documents.  The authority for investment and trust decisions is
allocated to the Pension Committee.

          Section 5.     Pension Committee.  A Pension Committee
shall be established by the Board of Directors of Metz Baking Company.
The Pension Committee shall operate in a manner consistent with
the rules applicable to the Administrative Committee pursuant to
Section 5.02 of the Metz Portion of the Consolidated Plan.  The
Pension Committee shall be responsible for all investment
management decisions, including the appointment and retention of
one or more trustees, the appointment and retention of investment
managers, and the establishment of investment guidelines and
objectives.

          Section 6.     Coordination with Trust Agreements.
As of the date of adoption hereof, there are two separate trust
agreements with respect to the assets constituting the Consolidated
Plan, one with LaSalle National Bank and the other with Wells Fargo
Bank, National Association.  The provisions of such trust
agreements are not amended by this Coordination Document.  To the
extent that the trust agreements grant an Administrative
Committee or company the power to amend the trust agreement,
appoint successor trustees, or appoint investment managers, such
Administrative Committee or company shall take such action at the
direction of the Pension Committee.

          Section 7.     Amendment.  The Board of Directors of
Metz Baking Company shall have the sole power to terminate the
Consolidated Plan, to amend the Coordination Document and to amend
the Metz Portion of the Consolidation Plan.  The Board of Directors of
Mother's Cake & Cookie Co. shall have the sole power to amend the
Mother's Portion of the Consolidated Plan.