EXHIBIT 10.1

                  SECOND AMENDMENT TO EMPLOYMENT AGREEMENT


      THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT ("Second Amendment") is made
as of the 13th day of November, 2001, by and between International Multifoods
Corporation, a Delaware corporation (the "Company") and Gary E. Costley, a
resident of Wayzata, Minnesota (the "Executive").

      WHEREAS, the Company and Executive entered into an Employment Agreement,
dated as of November 1, 1996, and amended such agreement by First Amendment to
Employment Agreement, dated as of December 19, 1997 (collectively, the
"Employment Agreement"); and

      WHEREAS, the Company and the Executive have determined that it is
necessary to change the Executive's title to Chairman of the Board and Chief
Executive Officer from Chairman of the Board, President and Chief Executive
Officer effective as of the date of this Second Amendment, in view of the
election by the Board of Directors of the Company of Dan C. Swander as President
and Chief Operating Officer of the Company, effective as of the date hereof.

      NOW, THEREFORE, effective as of the date hereof, the Company and the
Executive agree, as follows:

      1.    The title of the Executive as "Chairman of the Board, President and
            Chief Executive Officer", wherever such title appears in the
            Employment Agreement, shall be changed to "Chairman of the Board and
            Chief Executive Officer".

      2.    Except as amended hereby, all other terms and conditions set forth
            and contained in the Employment Agreement shall remain unchanged
            and continue in full force and effect

      IN WITNESS WHEREOF, the Company and the Executive have caused this Second
Amendment to be duly executed and delivered as of the date and year first above
written.

                                    International Multifoods Corporation



                                    By:/s/ Ralph P. Hargrow
                                       ------------------------------------
                                           Ralph P. Hargrow
                                           Vice President, Human Resources
                                               And Administration


                                    Gary E. Costley


                                     /s/ Gary E. Costley
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