<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>overhill_8k-ex1001.txt
<TEXT>
<PAGE>

EXHIBIT 10.1


                       EMPLOYMENT AGREEMENT OF JAMES RUDIS

         THIS EMPLOYMENT AGREEMENT (the "AGREEMENT") is dated as of January 10,
2008 between Overhill Farms, Inc., having its principal place of business at
2727 East Vernon Avenue, Vernon, California 90058 (the "Company"), and James
Rudis, an individual residing in New York (the "EXECUTIVE").

         The Company and the Executive (collectively referred to herein as the
"PARTIES") enter this Agreement on the basis of the following facts,
understandings and intentions:

         A. The Company is engaged in the manufacture of custom prepared frozen
food products for branded retail, private label, foodservice and airline
customers;

         B. The Company is willing to continue Executive's employment and
Executive desires to continue his employment with the Company, based upon the
terms and conditions set forth in this Agreement;

         C. In the course of the employment contemplated under this Agreement,
it will be necessary for Executive to acquire knowledge of certain trade secrets
and other confidential and proprietary information regarding the Company; and

         D. The Company and Executive acknowledge and agree that the execution
of this Agreement is necessary to memorialize the terms and conditions of their
employment relationship as well as safeguard against the unauthorized disclosure
or use of the Company's confidential information and to otherwise preserve the
goodwill and ongoing business value of the Company.

         NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the Company and the Executive agree as follows:

         1. INCORPORATION OF RECITALS. The recitals stated above are hereby
incorporated by reference as though fully set forth at length herein.

         2. EMPLOYMENT. The Company hereby agrees to employ Executive, and
Executive hereby agrees to be employed by the Company, subject to the terms and
conditions set forth herein. This Agreement shall govern the employment
relationship between the Company and Executive from November 1, 2007 (the
"EFFECTIVE DATE") until terminated in accordance with the provisions of this
Agreement. The total period of the Executive's employment under this Agreement
is referred to herein as the "EMPLOYMENT PERIOD."

         3. TERM. The initial term of this Agreement shall be from the Effective
Date through December 31, 2009. Thereafter, subject to the notice provisions
contained in SECTION 6, Executive's employment shall continue until terminated
by either Party. The Company is an at-will employer, and, after the initial
term, the employment relationship between the Company and Executive pursuant to


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this Agreement shall not be for any specific term, but may be terminated with or
without cause, by the Company or by Executive, at any time and for any reason,
subject to the rights and obligations of the Parties as set forth in this
Agreement. Any modification to the nature of the at-will employment relationship
between the Company and Executive after the initial term must be made in
writing, and must be signed by Executive and an authorized representative of the
Board of Directors of the Company.

         4. POSITION.

                  (a) TITLE, POSITION AND DUTIES. Executive shall be employed by
the Company in the position of Chief Executive Officer and President, and
Executive shall have the normal and reasonable duties, responsibilities and
authority commensurate with such positions as determined by the Board of
Directors of the Company. In addition to, and coterminous with, Executive's
service as Chief Executive Officer of the Company, Executive shall serve as
Chairman of the Board. In the performance of Executive's duties, Executive shall
be subject to the direction of the Board, and will report directly to the Board.

                  (b) PLACE OF EMPLOYMENT. During the Employment Period,
Executive generally shall perform the services required by this Agreement at a
Company office in the New York area and, as needed by the Company, at the
Company's principal place of business in Vernon, California, or other such
locations as are necessary for the Executive to perform his duties hereunder.
The Company may also require Executive to travel to other locations on the
Company's business from time to time.

                  (c) BEST EFFORTS. Executive shall devote his best efforts and
substantially full working time and attention to the promotion and advancement
of the Company and its objectives. Executive shall serve the Company faithfully
and to the best of Executive's ability, and shall perform such services and
duties in connection with the business, affairs and operations of the Company as
may be assigned or delegated to Executive from time to time by the Board.

         5. COMPENSATION AND RELATED MATTERs.

                  (a) BASE SALARY. During the Employment Period, conditioned
upon Executive's continued employment by the Company, and contingent upon
Executive's compliance with all the terms and provisions of this Agreement, the
Company shall pay the Executive a base salary at the annual rate of Three
Hundred Forty-Eight Thousand Dollars ($348,000.00) (the "BASE SALARY").
Executive's Base Salary shall be paid according to the standard payroll
practices of the Company, including those Company practices related to
withholding for taxes, insurance and similar items. Compensation shall be
reviewed on an annual basis and shall be subject to a minimum increase in a
percentage not less than that of the annual increase in the cost of living.

                  (b) BONUSES. In consideration of his execution of this
Agreement, Executive shall receive a signing bonus of Seventy-Five Thousand
Dollars ($75,000.00). In addition, Executive shall be eligible to receive annual
bonuses during the Employment Period, if and as determined in the sole and
absolute discretion of the Compensation Committee, subject to SECTION 9.


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                  (c) REIMBURSEMENT FOR BUSINESS EXPENSES. The Company will
promptly reimburse Executive for all reasonable expenses incurred by Executive
for a legitimate business purpose, provided that: (i) each such expenditure is
of a nature qualifying it as a proper deduction on the Company's federal and
state income tax returns; and (ii) Executive timely furnishes to the Company
adequate records and other documentary evidence for each such expenditure (such
as a receipt of paid bills) required by federal and state statutes, regulations,
rulings, and procedures for the substantiation of each such expenditure as an
income tax deduction. Notwithstanding the foregoing, the Company acknowledges
that Executive maintains his principal residence and office in the state of New
York, and the Company agrees to pay or reimburse all past and/or present travel
and related expenses to and from New York, and any related costs (including a
"gross-up" for income taxes if the Internal Revenue Service determines that such
reimbursements constitute taxable income to the Executive), and without regard
to tax deductibility by the Company.

                  (d) BENEFIT PLAN ELIGIBILITY. During the Employment Period,
the Executive shall be entitled to participate in such benefit plans that are
made generally available by the Company to senior management executives of the
Company from time to time, including, but not limited to group medical, dental,
life insurance, long-term disability benefits and the Company's 401(k) defined
contribution plan, in each case subject to the terms and conditions of the
applicable plan documents. Nothing in this SECTION 5(d) is intended or shall be
construed to require the Company to institute or to continue any, or any
particular, plan or benefit. If Executive chooses not to participate in the
Company's existing group medical insurance plan, and provided that Executive is
and remains covered by a separate medical insurance plan, the Company will
reimburse Executive for his and his immediate family's actual premiums for such
separate medical plan, provided that the reimbursement amount shall not exceed
amounts paid by the Executive for such coverage immediately prior to the
Effective Date.

                  (e) LIFE INSURANCE. The Company shall make available, at its
costs, a life insurance policy in the amount of $1 million for the sole and
exclusive benefit of Executive (the "POLICY"). Executive shall be entitled to
name the beneficiary under the Policy, and the Company shall, upon demand from
Executive at any and all times, execute and deliver any forms, notices or other
documentation requested by Executive in connection with the Policy. Upon request
of Executive, the Company agrees to transfer ownership of the Policy to
Executive.

                  (f) AUTOMOBILE. The Company shall provide an automobile
allowance in the amount of $800 per month. The Company also agrees to pay all
automobile operating expenses, including, without limitation, maintenance and
repair, gas, oil, car washes, insurance and deductible amounts arising from any
claim against such insurance.

                  (g) VACATION AND HOLIDAYS. During the Employment Period, the
Executive shall be entitled to four weeks of paid vacation each calendar year,
and Executive shall be entitled to all paid Company holidays, subject to the
Company's vacation and holiday policies, as in effect from time to time;
provided, however, that the Company agrees to cash out and pay Executive for the
portion of any vacation time not used by the end of the calendar year in which
it was earned (or at such later date as may be specified by Executive). In
addition, Executive shall be entitled to ten (10) paid sick or personal business
days per year.


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                  (h) CHANGE IN CONTROL BONUS. If a Change in Control occurs,
then the Company shall pay Executive a minimum of $300,000, in addition to any
other amounts that the Compensation Committee may award in its sole and absolute
discretion. "CHANGE IN CONTROL" means the occurrence of any of the following
events occurring after the Effective Date of this Agreement:

                           (i) a Person (as defined below) or two or more
Persons acting as a group directly or indirectly becomes the "beneficial owner"
(as such term is defined in Rule 13d-3 and Rule 13d-5 under the Securities
Exchange Act of 1934) of more than fifty percent (50%) of the total voting power
of the total outstanding voting securities of the Company on a fully diluted
basis;

                           (ii) a Person directly or indirectly acquires all or
substantially all of the assets and business of the Company;

                           (iii) the consummation by the Company (whether
directly involving the Company or indirectly involving the Company through one
or more intermediaries) of (x) a merger, consolidation, reorganization, or
business combination or (y) the acquisition of assets or stock of another
entity, in each case, other than a transaction which results in the Company's
voting securities outstanding immediately before the transaction continuing to
represent (either by remaining outstanding or by being converted into voting
securities of the entity or the person that, as a result of the transaction,
controls, directly or indirectly, the Company or owns, directly or indirectly,
all or substantially all of the Company's assets or otherwise succeeds to the
business of the Company (the Company or such person, the "SUCCESSOR ENTITY"))
directly or indirectly, at least fifty percent (50%) of the combined voting
power of the Successor Entity's outstanding voting securities immediately after
the transaction; and

                           (iv) For purposes of this SECTION 5(h) a financing
transaction approved by the Board and involving the offering and sale of shares
of the Company's capital stock shall not be a "Change in Control," and "Person"
means any natural person, corporation, or any other entity.

                  (i) WITHHOLDING. The Company shall withhold from the
compensation and benefits payable under this Agreement any amounts required to
be withheld under applicable law.

         6. TERMINATION. Executive's employment hereunder shall be, or may be,
as the case may be, terminated under the following circumstances:

                  (a) DEATH. Executive's employment under this Agreement shall
terminate immediately upon his death.

                  (b) INCAPACITY. Executive's employment under this Agreement
shall terminate upon Executive's physical or mental incapacity to perform the
essential functions of his position under this Agreement for more than ninety
(90) consecutive days during any twelve (12) month period. Any question or
disagreement between the Parties as to the existence of a physical or mental
condition which would give rise to such an incapacity will be resolved by the
results of an examination by a qualified physician, to be mutually agreed upon


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by the Parties. If the Parties fail to agree on the selection of a physician,
each shall select a physician who will then together select an independent
physician to conduct the examination and render a decision as to whether
Executive is incapacitated as defined in this Agreement. The Parties agree to be
bound by the decision of the independent physician. Any examining physician
shall be furnished with information concerning the essential functions of
Executive's position prior to conducting such an examination. Notwithstanding
anything expressed or implied above to the contrary, the Company will fully
comply with its obligations under the Americans with Disabilities Act, and with
any other applicable federal, state or local law, regulation or ordinance,
governing the protection of individuals with disabilities.

                  (c) DISCHARGE BY THE COMPANY. After expiration of the initial
term, Executive's at-will employment hereunder may be terminated by the Company
at any time with or without "Cause" (as defined in SECTION 8(b)(iii)), upon
written Notice of Termination to Executive. For purposes of this Agreement, a
"NOTICE OF TERMINATION" means a written notice which indicates the specific
termination provision in this Agreement relied upon as a basis for termination
of the Executive's employment.

                  (d) VOLUNTARY RESIGNATION BY EXECUTIVE. After expiration of
the initial term, Executive may voluntarily resign Executive's position and
terminate Executive's at-will employment hereunder at any time by delivery of a
written notice of resignation to the Company (the "NOTICE OF RESIGNATION"). The
Notice of Resignation shall set forth the date such resignation shall become
effective (the "DATE OF RESIGNATION"), which date shall be not less than sixty
(60) days after the date the Notice of Resignation is delivered to the Company.
Notwithstanding the foregoing notice requirement, the Company may, in its sole
discretion, elect to accept Executive's resignation effective immediately upon
delivery, or effective on such other date during the sixty (60) day notice
period, in which case, such date shall be the Date of Resignation.

                  (e) DATE OF TERMINATION. "DATE OF TERMINATION" means: (i) if
Executive's employment is terminated by his death, the date of his death; (ii)
if Executive's employment is terminated by reason of his incapacity, the date of
the opinion of the physician referred to in SECTION 6(b); (iii) if Executive's
employment is terminated by the Company for Cause or without Cause pursuant to
SECTION 6(c), the date specified in the Notice of Termination; or (iv) if
Executive voluntarily resigns pursuant to SECTION 6(d), the Date of Resignation
as determined by reference to SECTION 6(d).

         7. OBLIGATIONS UPON TERMINATION.

                  (a) RETURN OF PROPERTY. Executive hereby acknowledges and
agrees that all property (including, without limitation, any documents, files
and electronic information) and equipment furnished to or prepared by Executive
in the course of or incident to Executive's employment belongs to the Company
and shall be promptly returned to the Company on or before the Date of
Termination.

                  (b) COMPLETE RESIGNATION. Upon Executive's separation from
employment for any reason under SECTION 6, Executive shall resign, effective
upon the Date of Termination, from all offices and directorships then held with
the Company or any of its subsidiaries and affiliates.


                                      -5-
<PAGE>

                  (c) SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS AND
OTHER PROVISIONS. The representations and warranties contained in this Agreement
and the parties' obligations under this SECTION 7 and SECTIONS 10 THROUGH 14,
inclusive, shall survive the termination Executive's employment and of this
Agreement.

         8. COMPENSATION UPON TERMINATION. Subject to SECTION 9, Executive shall
be entitled to the following payments in the event of the termination of
Executive's employment with the Company:

                  (a) DEATH OR INCAPACITY. If Executive's employment is
terminated by reason of death or incapacity pursuant to SECTION 6(b), the
Company shall pay to Executive (or his estate if by death): (i) any accrued,
unpaid Base Salary payable under SECTION 5(a) as in effect on the Date of
Termination; (ii) any unreimbursed business expenses under SECTION 5(d)
outstanding as of the Date of Termination; and (iii) any accrued but unused
vacation pay as of the Date of Termination (collectively, the "ACCRUED
COMPENSATION").

                  (b) TERMINATION BY THE COMPANY.

                           (i) FOR CAUSE. If Executive's employment is
terminated by the Company pursuant to SECTION 6(c) for Cause (as defined in
SECTION 8(b)(iii)), the Company shall pay to Executive the Accrued Compensation.

                           (ii) WITHOUT CAUSE. If Executive's employment is
terminated by the Company pursuant to SECTION 6(c) without Cause, the Company
shall pay to the Executive the Accrued Compensation and a Severance Benefit, as
follows. The Severance Benefit shall be a continuation of Executive's Base
Salary in effect as of the Date of Termination for the longer of (A) twelve (12)
months following the Date of Termination or (B) the remaining unexpired portion
of the initial term, payable as provided in SECTION 5(a), together with the
Continued Health Insurance Benefit as set forth in SECTION 8(d), commencing on
the Date of Termination; PROVIDED HOWEVER, that no such Severance Benefit shall
be paid unless and until Executive executes and delivers to the Company, and any
applicable revocation period required by law has lapsed and the Executive has
not revoked, a general release of claims in a form acceptable to the Company in
its sole and absolute discretion, and the Executive is not in material breach of
any of the provisions of this Agreement. In addition, the Company shall pay
Executive the pro-rata portion of any bonuses earned through the Date of
Termination, paid in accordance with the terms of the bonus plan pursuant to
which any bonus may have been earned; provided, however, that the Company is not
required to calculate or pay any bonus prior to the regularly scheduled time for
making such calculation or payment.

                           (iii) DEFINITION OF "CAUSE." For the purpose of this
Agreement, "CAUSE" means a finding by the Board that: (a) Executive breached any
of the material terms of this Agreement or any confidentiality or proprietary
information and inventions agreement with the Company, including without
limitation, by Executive's theft or other misappropriation of the Company's
proprietary information; (b) Executive failed to perform assigned duties, or
acted with gross negligence, willful misconduct or fraudulently in the
performance of Executive's duties; or (c) Executive has been convicted of, or
has entered a plea of guilty or nolo contendere to, a criminal offense that is


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injurious to the Company or the business reputation of the Company. The Company
will provide Executive with written notice of any of these events and a ten (10)
day opportunity to cure such matter to the satisfaction of the Company.

                  (c) VOLUNTARY RESIGNATION. If the Executive terminates
Executive's employment with the Company pursuant to SECTION 6(d), the Company
shall pay to the Executive the Accrued Compensation.

                  (d) CONTINUED HEALTH INSURANCE BENEFIT. As of the Date of
Termination, Executive will become ineligible to participate in the Company's
group health insurance program and continuation of coverage pursuant to COBRA
(if any) will be made available to Executive in accordance with applicable law.
However, if Executive is eligible for the Severance Benefit specified in SECTION
8(b)(ii), and provided Executive elected coverage under the Company's group
health insurance plan prior to the Date of Termination and makes a timely
election for continued coverage pursuant to COBRA, the Company will pay the
monthly premiums for such continued coverage under the Company's group health
insurance plan for the number of months specified in SECTION 8(b)(ii).
Thereafter, if applicable, continuation coverage pursuant to COBRA will be
available to Executive at Executive's sole expense (i.e., Executive will be
responsible for the full COBRA premium) for the remaining months of the COBRA
coverage period made available pursuant to applicable law.

                  (e) COMPLIANCE WITH OBLIGATIONS. The continuing obligation of
the Company to pay to Executive any Severance Benefit under SECTION 8(b)(ii) or
portion thereof is expressly conditioned upon Executive's continued compliance
with Executive's obligations and covenants under SECTIONS 10, 11 AND 13
following the termination of Executive's employment with the Company.

         9. COMPLIANCE WITH SECTION 409A OF THE INTERNAL REVENUE CODE.

                  (a) SHORT-TERM DEFERRAL EXEMPTION. This Agreement is not
intended to provide for any deferral of compensation subject to Section 409A of
the Internal Revenue Code (the "CODE") and, accordingly, the benefits provided
pursuant to this Agreement are intended to be paid not later than the later of:
(i) the fifteenth (15th) day of the third (3rd) month following the Executive's
first taxable year in which such benefit is no longer subject to a substantial
risk of forfeiture, and (ii) the fifteenth day of the third month following the
first taxable year of the Company in which such benefit is no longer subject to
a substantial risk of forfeiture, as determined in accordance with Section 409A
of the Code and any Treasury Regulations and other guidance issued thereunder.
The date determined under this SECTION 9(a) is referred to as the "SHORT-TERM
DEFERRAL DATE."

                  (b) COMPLIANCE WITH SECTION 409A OF THE CODE. Notwithstanding
anything to the contrary herein, in the event that any benefits provided
pursuant to this Agreement are not actually or constructively received by the
Executive on or before the Short-Term Deferral Date, to the extent such benefit
constitutes a deferral of compensation subject to Section 409A of the Code,
then: (i) subject to clause (ii), such benefit shall be paid upon Executive's
separation from service, with respect to the Company and its affiliates within
the meaning of Section 409A of the Code, and (ii) if Executive is a "specified
Executive," as defined in Section 409A(a)(2)(B)(i) of the Code, with respect to
the Company and its affiliates, such benefit shall be paid upon the date which
is six months after the date of Executive's "separation from service" (or, if


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earlier, the date of Executive's death). If any benefit provided for in this
Agreement is subject to this SECTION 9(b), such benefit shall be paid on the
sixtieth (60th) day following the payment date determined under this subsection.

         10. COVENANT OF CONFIDENTIALITY. Executive will not at any time during
the Employment Period or at any time following the Employment Period disclose or
use for his own benefit or purposes or the benefit or purposes of any other
person, firm, partnership, joint venture, association, corporation or other
organization, entity or enterprise other than the Company (or any of its
subsidiaries or affiliated companies), any Confidential Information, without the
Company's written consent, unless and to the extent that the Confidential
Information is or becomes generally known to and available for use by the public
other than as a result of Executive's fault is independently developed by
Executive without use of or reference to any Confidential Information, as can be
demonstrated in Executive's written records, is furnished by the Company to a
third party without restrictions similar to the terms hereof on such third
party's right to use or disclose such information, or is required by law to be
disclosed by Executive. As used herein, the term "CONFIDENTIAL INFORMATION"
means any and all information about inventions, improvements, modifications,
discoveries, costs, profits, markets, sales, products, employees, pricing
policies, operational methods, concepts, technical processes and applications,
and other business affairs and methods of the Company and of its affiliates,
collaborators, consultants, suppliers, and customers, as well as any other
similar information not readily available to the public, including without
limitation any information supplied by third parties to the Company under an
obligation of confidence. Confidential Information may be contained in various
media, including without limitation patent applications, computer programs in
object and/or source code, flow charts and other program documentation, manuals,
plans, drawings, designs, technical specifications, supplier and customer lists,
internal financial data, and other documents and whether or not in written form
and whether or not labeled or identified as confidential or proprietary.
Notwithstanding any contrary provision of this SECTION 10, however, the term
"Confidential Information" shall not include information which: (i) is or
becomes generally available to the public other than as a result of the
disclosure of such information directly or indirectly by Executive; or (ii)
comes into Executive's possession through a source other than the Company;
provided, however, that such source is not known to Executive to be bound by a
confidentiality agreement with the Company or is not otherwise known to
Executive to be bound not to disclose such information. Moreover, nothing in
this Agreement shall be construed so as to prohibit Executive's compliance with
a valid order of a court of competent jurisdiction concerning the disclosure of
Confidential Information, provided that Executive shall give the Company prior
written notice of such disclosure and Executive shall take all reasonable and
lawful actions to obtain confidential treatment for such disclosure and, if
possible, to minimize the extent of such disclosure. Unless, however, such
Confidential Information is made public by such court, all such information
shall remain Confidential Information under this Agreement.

         11. NO COMPETITION DURING EMPLOYMENT; NON-SOLICITATION. Executive
agrees that during the Employment Period Executive has a duty of loyalty to the
Company and will not directly or indirectly engage in any other employment,
engagement, or other business activity directly related to the business in which
the Company (or any of its subsidiaries or affiliated companies) is now involved
or becomes involved during the Employment Period. Executive agrees during the
Employment Period not to plan or otherwise take any preliminary steps, either


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alone or in concert with others, to set up or engage in any business enterprise
that would be in competition with the Company (or any of its subsidiaries or
affiliated companies). However, Executive may make passive investments in any
business, provided that such investments shall not exceed a two percent (2%)
interest if the business is competitive with the business of the Company (or any
of its subsidiaries or affiliated companies). Without limiting the foregoing,
Executive further covenants that:

                  (a) During the Employment Period and for a period of one (1)
year following the termination of Executive's employment with the Company for
any reason, Executive shall not directly or indirectly, either alone or in
concert with others, on Executive's own behalf or on behalf of any other person
or entity, solicit, or attempt to persuade or solicit any employee of the
Company to terminate his employment with the Company, or to work for anyone in
competition with the Company.

                  (b) Executive further understands and agrees that any
solicitation by Executive of the Company's customers, prospective customers
and/or suppliers which involves the use or disclosure of the Company's
Confidential Information could be a breach of Executive's obligations under this
Agreement and a violation of applicable laws protecting trade secret information
and prohibiting unfair competition. Accordingly, in order to protect the
Company's Confidential Information, Executive agrees during the Employment
Period and for a period of one (1) year following the termination of Executive's
employment with the Company for any reason, not to directly or indirectly,
either alone or in concert with others, on Executive's own behalf or on behalf
of any other person or entity, use the Company's Confidential Information: (i)
in connection with any solicitation, or any attempt to persuade or solicit, any
existing customer or supplier of the Company to cease to do business, or to
reduce the amount of business which any customer or supplier of the Company has
customarily done or contemplates doing, with the Company; (ii) in connection
with any solicitation, or any attempt to persuade or solicit, any existing
customer or supplier of the Company to do or expand business with a competitor
of the Company; or (iii) in connection with any solicitation, or any attempt to
persuade or solicit, any prospective customer of the Company to decline to do
business with the Company or to do or expand business with a competitor of the
Company.

         12. OTHER OBLIGATIONS OF EXECUTIVE AND EMPLOYER.

                  (a) Executive agrees to conduct himself at all times with due
regard to public conventions and morals.

                  (b) Executive and Employer mutually agree not to do or commit
any act that will reasonably tend to degrade the other party or to bring the
other party into public hatred, contempt, or ridicule, or that will reasonably
tend to shock or offend the community, or to prejudice the other party.

                  (c) Executive covenants that, in performing his duties for
Employer, Executive will abide by all applicable federal, state, and local
statutes, ordinances, rules, and regulations.


                                      -9-
<PAGE>

         13. ASSIGNMENT OF RIGHTS.

                  (a) COPYRIGHTS. Executive agrees that all works of authorship
fixed in any tangible medium of expression by him during the term of this
Agreement relating to the Company's business ("WORKS"), either solely or jointly
with others, shall be and remain exclusively the property of the Company. Each
such Work created by Executive is a "work made for hire" under the copyright law
and the Company may file applications to register copyright in such Works as
author and copyright owner thereof. If, for any reason, a Work created by
Executive is excluded from the definition of a "work made for hire" under the
copyright law, then Executive does hereby assign, sell, and convey to the
Company the entire rights, title, and interests in and to such Work, including
the copyright therein, to the Company. Executive will execute any documents that
the Company deems necessary in connection with the assignment of such Work and
copyright therein. Executive will take whatever steps and do whatever acts the
Company requests, including, but not limited to, placement of the Company's
proper copyright notice on Works created by Executive to secure or aid in
securing copyright protection in such Works and will assist the Company or its
nominees in filing applications to register claims of copyright in such Works.
The Company shall have free and unlimited access at all times to all Works and
all copies thereof and shall have the right to claim and take possession on
demand of such Works and copies.

                  (b) INVENTIONS. Executive agrees that all discoveries,
concepts, and ideas, whether patentable or not, including, but not limited to,
apparatus, processes, methods, compositions of matter, techniques, and formulae,
as well as improvements thereof or know-how related thereto, relating to any
present or prospective product, process, or service of the Company
("INVENTIONS") that Executive conceives or makes during the term of this
Agreement relating to the Company's business, shall become and remain the
exclusive property of the Company, whether patentable or not, PROVIDED, HOWEVER;
that the provisions of this Agreement requiring assignment of Inventions to the
Company do not apply to any Invention which qualifies fully under the provisions
of California Labor Code Section 2870, including any idea or invention which is
developed entirely on Executive's own time without using the Company's
equipment, supplies, facilities or trade secret information, and which is not
related to the Company's business, whether actual or demonstrably anticipated,
and which does not result from work performed for the Company. Subject to the
foregoing, Executive will, without royalty or any other consideration:

                           (i) Inform the Company promptly and fully of such
Inventions by written reports, setting forth in detail the procedures employed
and the results achieved;

                           (ii) Assign to the Company all of his rights, title,
and interests in and to such Inventions, any applications for United States and
foreign Letters Patent, any United States and foreign Letters Patent, and any
renewals thereof granted upon such Inventions;

                           (iii) Assist the Company or its nominees, at the
expense of the Company, to obtain such United States and foreign Letters Patent
for such Inventions as the Company may elect; and


                                      -10-
<PAGE>

                           (iv) Execute, acknowledge, and deliver to the Company
at the Company's expense such written documents and instruments, and do such
other acts, such as giving testimony in support of his inventorship, as may be
necessary in the opinion of the Company, to obtain and maintain United States
and foreign Letters Patent upon such Inventions and to vest the entire rights
and title thereto in the Company and to confirm the complete ownership by the
Company of such Inventions, patent applications, and patents.

         14. INJUNCTIVE RELIEF AND ENFORCEMENT. Executive acknowledges and
agrees that the Company's remedies at law for a breach or threatened breach of
any of the provisions of SECTIONS 10 ,11, OR 13 would be inadequate and, in
recognition of this fact, Executive agrees that, in the event of such a breach
or threatened breach, in addition to any remedies at law, the Company, without
posting any bond, shall be entitled to obtain equitable relief in the form of
specific performance, temporary restraining orders, temporary or permanent
injunctions or any other equitable remedy which may then be available, and to
exercise such remedies cumulatively or in conjunction with all other rights and
remedies provided by law and not otherwise limited by this Agreement.

         15. NOTICE. For the purposes of this Agreement, notices, demands and
all other communications provided for in this Agreement shall be in writing and
shall be deemed to have been duly given when personally delivered, when
transmitted by telecopy with receipt confirmed, or one day after delivery to an
overnight air courier guaranteeing next day delivery, addressed as follows:

     If to the Executive:           James Rudis
                                    2727 East Vernon Avenue
                                    Vernon, California 90058
                                    Telephone: (323) 582-9977 x3225
                                    Telecopy: (323) 582-6418

     If to the Company:             Overhill Farms, Inc.
                                    2727 East Vernon Avenue
                                    Vernon, California 90058
                                    Attention: Chief Financial Officer
                                    Attention: Board of Directors
                                    Telephone: (323) 582-9977 x3216
                                    Telecopy: (323) 582-6418

or to such other address as any such party may furnish to the others from time
to time in writing in accordance herewith, except that notices of change of
address shall be effective only upon receipt.

         16. INTERPRETATION OF AGREEMENT. The language of all parts of this
Agreement shall in all cases be construed as a whole, according to its fair
meaning. This Agreement has been negotiated by the Parties and is to be
interpreted as if the Parties had prepared it together and not strictly for or
against any Party. References in this Agreement to "Section" refer to numbered
sections, paragraphs and subparagraphs of this Agreement, unless the context
expressly indicates otherwise. References to "provisions" of this Agreement
refer to the terms, conditions, restrictions and promises contained in this


                                      -11-
<PAGE>

Agreement. References in this Agreement to applicable laws and regulations refer
to such laws and regulations as in effect on the Effective Date of this
Agreement, and to the corresponding provisions, if any, of any successor law or
regulation. Forms of the verb "including" mean "including without limitation"
unless the context expressly indicates otherwise. "Or" is inclusive and includes
"and" unless the context expressly indicates otherwise.

         17. SEVERABILITY. The invalidity or unenforceability of any provision
or provisions of this Agreement shall not affect the validity or enforceability
of any other provision of this Agreement, which shall remain in full force and
effect; provided, however, that if any one or more of the terms contained in
SECTION 10, 11 OR 13 shall for any reason be held to be excessively broad with
regard to time, duration, geographic scope or activity, that term shall not be
deleted but shall be reformed and constructed in a manner to extend over the
maximum period of time for which it may be enforceable and to the maximum extent
in all other respects as to which it may be enforceable, and enforced as so
interpreted.

         18. EXPENSES. If any action at law or equity is necessary to enforce or
interpret the terms of this Agreement, the prevailing party shall be entitled to
reimbursement of reasonable attorney's fees and other costs incurred by such
party in connection with such action, in addition to any other relief to which
such party is entitled.

         19. ASSIGNMENT. Executive acknowledges that Executive's abilities and
capabilities are unique and distinct and that the Company is relying upon him to
personally provide the services contemplated by this Agreement. Executive's
rights, duties and obligations under this Agreement shall not be assignable by
Executive in any manner whatsoever without the prior written consent of the
Company's Board of Directors. This Agreement will inure to the benefit and be
binding upon the Company and its successors and assigns.

         20. COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

         21. HEADINGS AND CAPTIONS. The headings and captions herein are
provided for reference and convenience only, shall not be construed as part of
this Agreement, and shall not be employed in the construction of this Agreement.

         22. GENDER AND NUMBER. Except where otherwise clearly indicated by
context, the masculine and the neuter shall include the feminine and the neuter,
and the singular shall include the plural, and vice-versa.

         23. CHOICE OF LAW. This Agreement shall be governed by and construed
under and according to the internal substantive laws, and not the laws of
conflicts, of the State of California, except with respect to matters of law
concerning the internal corporate affairs of any corporate entity which is a
party to or the subject of this Agreement, and as to those matters the law of
the jurisdiction under which the respective entity derives its powers shall
govern. The Company and Executive irrevocably submit to the exclusive
jurisdiction of any State or Federal court sitting in Los Angeles County,
California, over any suit, action, or proceeding arising out of or related to
this Agreement.


                                      -12-
<PAGE>

         24. ENTIRE AGREEMENT. This Agreement contains the entire agreement and
understanding between the Company and Executive with respect to the employment
of Executive by the Company as contemplated hereby and no representations
promises agreements or understandings written or oral, not herein contained
shall be of any force or effect. This Agreement supercedes and replaces the
Employment Agreement dated November 1, 1999, as amended October 30, 2003. This
Agreement shall not be modified or amended unless in writing and signed by both
Executive and an authorized representative of the Company or the Board.

         25. EXECUTIVE'S ACKNOWLEDGEMENT. Executive acknowledges, represents and
agrees that:

                  (a) Executive has read and understands the terms of this
Agreement and Executive's obligations hereunder, and Executive agrees to abide
by the terms of this Agreement.

                  (b) Executive has had the opportunity to be represented by
legal counsel of his choosing in preparing, negotiating, executing and
delivering this Agreement.

                  (c) In connection with this Agreement and Executive's
employment under this Agreement, other than as expressly stated in this
Agreement, the Company makes and has made no promises or representations
concerning future promotions, compensation, or other terms and conditions of
employment, and by accepting employment under this Agreement, Executive has not
relied upon or been induced to accept employment with the Company on the basis
of any such promises or representations.

                  (d) The execution of this Agreement by Executive and his
employment by the Company and the performance of his duties herewith will not
violate or breach any agreement with a former employer, client or any other
person or entity. Executive has not entered into, and Executive agrees that he
will not enter into, any agreement, either written or oral, which is in conflict
with this Agreement.

              IN WITNESS WHEREOF, the parties have executed this Employment
Agreement as of the date and year first written above.


                                    "COMPANY"

                                    OVERHILL FARMS, INC.


                                    By:  /S/ TRACY E. QUINN
                                         ------------------------------------
                                         Tracy Quinn, Chief Financial Officer


                                         "EXECUTIVE"

                                         /S/ JAMES RUDIS
                                         ------------------------------------
                                         James Rudis


                                      -13-
</TEXT>
</DOCUMENT>