EXHIBIT 10.68




                                
                                 
                                           March 15, 1999

Mr. Lawrence S. Benjamin
c/o Specialty Foods Corporation
520 Lake Cook Road, Suite 550
Deerfield, IL 60015

Dear Larry:

          H&M Food Systems Company, Inc.(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, 1999 (the "Sale") of the stock or substantially all
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 one-time bonus (the "Sale Bonus") in an amount equal to
1.167% 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 the Sale.  By way of example, if the Purchase
Consideration equaled $100,000,000, your Sale Bonus would be
$1,167,000.  The Sale Bonus shall be paid to you within three (3)
months of the completion of the Sale.

          2.   Conditions.  The payment of all or any part of the
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
(or one of its subsidiaries) through the date occurring thirty
(30) days after the date the Sale is completed (unless you die,
are terminated as a result of a Disability Termination, are
Terminated without Cause or Voluntarily Terminate with Good
Reason (as each such term is defined in your Employment Agreement
in effect with SFC on the date hereof) after the Sale but prior
to the date occurring thirty (30) days after the Sale);

          (b)  The closing of the Sale being consummated by
December 31, 1999.

          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.  Except as
otherwise provided in your Employment Agreement in effect with
SFC on the date hereof, 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 H&M Food Systems
Company, Inc., 3709 East First Street, Fort Worth, Texas, 76111,
Attention:  Vice President - Human Resources, with a copy to
Specialty Foods Corporation, 520 Lake Cook Road, Suite 550,
Deerfield, IL 60015, Attention: Vice President and General
Counsel, 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, 1999, 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.  Notwithstanding the foregoing, you shall only have the
right to collect the amounts hereunder on one occasion in
connection with the Sale of the stock or substantially all the
assets of the Company while the Company is owned by SFC.  Once
such a Sale occurs, you shall have no further right to collect
additional amounts hereunder upon any subsequent sale.  This
Agreement supersedes and replaces the Agreement by and between
you and H&M dated October 27, 1997.

          10.  Offset of Deferred Bonus Payments.  By signing
this Agreement, you acknowledge that, upon receipt of the Sale
Bonus under this Agreement,  you thereby waive any right that you
may have, if any, to receive the First Payment (i.e., 60%) under
the Deferred Bonus Agreement by and between you and Specialty
Foods Corporation dated October 27, 1997, as amended on March 15,
1999.

          11.  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.

          12.  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,

                                H&M Food Systems Company, Inc

                                By: /s/  David E. Schreibman
                              Name:      David E. Schreibman
                             Title:      Vice President

Agreed to this ___ day of March, 1999


   /s/  Lawrence S. Benjamin
Name:   Lawrence S. Benjamin
Address:_______________________
_______________________________
_______________________________