EXHIBIT 10.69




                                

                                            March 15, 1999

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

Dear Larry:

          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 June 30,
2001 (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 0.3%
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 $1,800,000.  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
(or one of its subsidiaries) through the date occurring thirty
(30) days after the date any 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 any Sale but prior
to the date occurring thirty (30) days after any Sale);

          (b)  The closing of any Sale being consummated by June
30, 2001.

          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 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: 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 June 30, 2001, 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.

          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/ 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:_______________________
_______________________________
_______________________________