Exhibit 10.52

                                   October 27, 1997



Mr. Lawrence S. Benjamin
787 E. Illinois Road
Lake Forest, Illinois  60045

Dear Larry:

     Stella Foods, Inc. (the "Company") is pleased to inform you
that you are eligible to receive the bonus payments specified in
this letter upon a sale in the next three years (the "Sale") of
the stock or substantially all of the assets of the Company to a
purchaser (the "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 .20% 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 transaction 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 $500,000,000, your Sale Bonus would be $1
million.  The entire Sale Bonus will be paid to you within ninety
(90) days 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)  You must remain employed by SFC or one of its
subsidiaries through the date occurring ninety (90) 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 ninety
(90) days after the Sale); and

          (b)  The Sale must be completed within three (3) years
of the date of this Agreement.

     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, SFC or their successors.

     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 Specialty Foods Corporation, 25 Tri-
State International Office Center, Suite 250, Lincolnshire,
Illinois  60069, 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 October 25, 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.  Notwithstanding the foregoing, you shall only have the
right to collect 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.

     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,

                                   STELLA FOODS, INC.


                         By:  /s/ Robert B. Aiken
                                   Name:     Robert B. Aiken
                                   Title:    Vice President


Agreed to this 27th day of October, 1997


/s/ Lawrence S. Benjamin
Lawrence S. Benjamin