VACU-DRY COMPANY
                         100 Stony Point Road, Suite 200
                          Santa Rosa, California 95401

                                  June 20, 1999

Mr. Gary L. Hess
c/o Vacu-dry Company
100 Stony Point Road, Suite 200
Santa Rosa, California 95401

Dear Gary:

     This will confirm our agreement  regarding the amendment of your employment
letter dated March 14, 1996 in the following respect:

     The provision relating to Termination is amended to read as follows:

                  In the event your  employment  is  terminated  by the  company
                  prior to June 17,  2002,  for any  reason  other than cause or
                  other than upon your  resignation,  you shall be  entitled  to
                  continued salary at the minimum base salary provided above for
                  that  number  of  months  which  remain  between  the  date of
                  termination and June 17, 2002, but not less than six.

     This  amendment is subject to the closing of the company's  agreement  with
Tree  Top,  Inc.  dated  June 17,  1999  relating  to the sale of the  company's
processed apple product line. In the event that transaction does not close, this
amendment to your employment letter shall be null and void.

     If the foregoing reflects our  understanding,  please execute and return to
me the enclosed copy of this letter. Very truly yours,

                              VACU-DRY COMPANY


                             By /s/ William Burgess
                                --------------------
                                 William Burgess
                                 Vice President

Accepted and agreed to:

/s/ Gary L. Hess
-------------------------
Gary L. Hess