EXHIBIT 10.78





                                               March 15, 1999

Mr. Robert L. Fishbune
c/o Specialty Foods Corporation
520 Lake Cook Road, Suite 550
Deerfield, IL 60015

Dear Bob:

          Mother's Cake & Cookie Co. (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, 2000 (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
0.125% 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 $300,000,000, your Sale Bonus would be
$375,000.  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
through the date the Sale is completed;

          (b)  The absence of any material deficiencies in the
performance of your duties and cooperation during the Sale
process as determined by the SFC Board of Directors in its sole
discretion.  The factors considered in assessing whether your
performance and cooperation in the Sale process have been
materially deficient include (i) your continued focus on your
regular job responsibilities, (ii) your maintenance of the
confidentiality of non-public information, and (iii) your
positive attitude and cooperativeness;

          (c)  Your continued employment with the Company (or its
successor) or SFC until three (3) months after the date the Sale
is completed, unless you are terminated after the Sale for other
than Cause;

          (d)  Your execution and delivery of agreements prepared
by SFC waiving all claims which you have had or may have against
the Company, SFC and/or their respective affiliates other than
any rights granted to you pursuant to any annual bonus plan, long-
term incentive plan, stock option plan, deferred bonus plan,
written employment contract, written severance agreement or other
formal written compensation plan between you and the Company, SFC
and/or their respective affiliates; and

          (e)  The closing of the Sale being consummated by
December 31, 2000.

          For purposes of this Agreement, "Cause" shall mean (i)
your continued failure to substantially perform your employment
duties (other than as a result of incapacity due to physical or
mental disability), (ii) your gross negligence or dishonesty,
(iii) your violation of any reasonable rule or regulation of the
Company or SFC after written notice; or (iv) your arrest or
conviction for the commission of any felony or other crime
involving dishonesty or moral turpitude.

          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 Mother's Cake & Cookie
Co., 810 81st Avenue, Oakland, CA 94621, 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, 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 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.

          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,

                                   Mother's Cake & Cookie Co.


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

Agreed to this ___ day of March, 1999


   /s/ Robert L. Fishbune
Name:  Robert L. Fishbune
Address:_______________________
_______________________________
_______________________________