FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


(Mark One)

      X  Quarterly Report Pursuant to Section 13 or 15(d) of the
     ---
           Securities Exchange Act of 1934

                  FOR THE QUARTERLY PERIOD ENDED APRIL 1, 1995

                                       or

         Transition Report Pursuant to Section 13 or 15(d) of the
     ---
           Securities Exchange Act of 1934

                           Commission File No. 1-9973

                      THE MIDDLEBY CORPORATION
      --------------------------------------------------------
       (Exact Name of Registrant as Specified in its Charter)




        DELAWARE                              36-3352497
- -------------------------------  -----------------------------------
(State or Other Jurisdiction of  (I.R.S. Employer Identification No.)
Incorporation or Organization)

1400 TOASTMASTER DRIVE, ELGIN, ILLINOIS                      60120
- ---------------------------------------                    ---------
 (Address of Principal Executive Offices)                  (Zip Code)


Registrant's Telephone No., including Area Code      (708) 741-3300
                                                ---------------------



Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve (12) months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  YES    X      NO
                                        -------      -------



As of April 28, 1995, there were 8,385,363 shares of the registrant's
common stock outstanding.
 


                            THE MIDDLEBY CORPORATION
                          QUARTER ENDED APRIL 1, 1995

                                     INDEX



DESCRIPTION                                                                 PAGE
- -----------                                                                 ----

PART I.   FINANCIAL INFORMATION


          Item 1.   Consolidated Financial Statements

                    BALANCE SHEETS                                            1
                      April 1, 1995 and December 31, 1994

                    STATEMENTS OF EARNINGS                                    2
                      April 1, 1995 and April 2, 1994


                    STATEMENTS OF CASH FLOWS                                  3
                      April 1, 1995 and April 2, 1994


                    NOTES TO FINANCIAL STATEMENTS                             4


          Item 2.   Management's Discussion and Analysis                      7
                    of Financial Condition and Results of
                    Operations


PART II.  OTHER INFORMATION                                                   9



                             THE MIDDLEBY CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS


(Unaudited) April 1, 1995 Dec. 31, 1994 ------------- ------------- Cash and Cash Equivalents............. $ 1,556,000 $ 667,000 Accounts Receivable, net.............. 18,411,000 18,064,000 Inventories, net...................... 25,017,000 21,116,000 Prepaid Expenses and Other............ 941,000 1,394,000 ------------ ------------ Total Current Assets............. 45,925,000 41,241,000 Property, Plant and Equipment, net of accumulated depreciation of $12,879,000 and $12,310,000.......... 23,260,000 23,260,000 Excess Purchase Price Over Net Assets Acquired, net of accumulated amortization of $3,133,000 and $3,063,000.......................... 7,985,000 8,055,000 Other Assets.......................... 4,506,000 2,818,000 Investment in Affiliated Companies.... 1,203,000 1,248,000 ------------ ------------ Total Assets.............. $ 82,879,000 $ 76,622,000 ------------ ------------ ------------ ------------ LIABILITIES AND SHAREHOLDERS' EQUITY Current Maturities of Long-Term Debt.. $ 1,896,000 $ 1,822,000 Accounts Payable...................... 14,938,000 11,252,000 Accrued Expenses...................... 9,673,000 11,079,000 ------------ ------------ Total Current Liabilities........ 26,507,000 24,153,000 Long-Term Debt........................ 45,119,000 42,650,000 Minority Interest and Other Non-current Liabilities............. 1,837,000 1,782,000 Shareholders' Equity: Preferred Stock, $.01 par value; nonvoting; 2,000,000 shares authorized; none issued........... - - Common Stock, $.01 par value; 20,000,000 shares authorized; 8,378,000 and 8,366,000 issued and outstanding in 1995 and 1994, respectively................ 83,000 83,000 Paid-in Capital..................... 24,822,000 24,154,000 Cumulative Translation Adjustment... (416,000) (384,000) Accumulated Deficit................. (15,073,000) (15,816,000) ------------ ------------ Total Shareholders' Equity........ 9,416,000 8,037,000 ------------ ------------ Total Liabilities and Shareholders' Equity.... $ 82,879,000 $ 76,622,000 ------------ ------------ ------------ ------------
See accompanying notes - 1 - THE MIDDLEBY CORPORATION CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited)
Three Months Ended ------------------------------ April 1, 1995 April 2, 1994 ------------- ------------- Net Sales........................... $34,994,000 $31,020,000 Cost of Sales....................... 25,276,000 23,023,000 ----------- ----------- Gross Margin................... 9,718,000 7,997,000 Selling and Distribution Expenses... 4,851,000 4,497,000 General and Administrative Expenses. 2,353,000 2,220,000 ----------- ----------- Income from Operations......... 2,514,000 1,280,000 Interest Expense.................... 1,184,000 904,000 Other Expense, Net.................. 198,000 177,000 ----------- ----------- Earnings before Income Taxes........................ 1,132,000 199,000 Provision for Income Taxes.......... 389,000 66,000 ----------- ----------- Net Earnings................... $ 743,000 $ 133,000 ----------- ----------- ----------- ----------- Earnings Per Common and Common Equivalent Share.................. $ .09 $ .01 ----------- ----------- ----------- -----------
See accompanying notes - 2 - THE MIDDLEBY CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Three Months Ended ---------------------------- April 1, 1995 April 2, 1994 ------------- ------------- Cash Flows From Operating Activities- Net earnings........................... $ 743,000 $ 133,000 Adjustments to reconcile net earnings to cash provided by operating activities- Depreciation and amortization........ 724,000 641,000 Utilization of Subsidiary NOL's credited to paid-in capital (See Note 2)....................... 320,000 56,000 Changes in assets and liabilities- Accounts receivable.................. (348,000) 467,000 Inventories.......................... (3,902,000) (1,265,000) Prepaid expenses and other assets.... 814,000 (373,000) Accounts payable and other liabilities........................ 2,281,000 935,000 ----------- ----------- Net Cash Provided by Operating Activities........................... 632,000 594,000 ----------- ----------- Cash Flows from Investing Activities- Additions to property and equipment.... (569,000) (320,000) ----------- ----------- Net Cash Used by Investing Activities........................... (569,000) (320,000) ----------- ----------- Cash Flows From Financing Activities- Proceeds from note..................... 15,000,000 - Proceeds from bank debt................ 31,000,000 - Repayment of debt...................... (44,055,000) - Payments of long-term debt............. (5,000) (4,000) Increase in revolving credit, net...... 603,000 (200,000) Cost of financing activities........... (1,717,000) - ----------- ----------- Net Cash Provided/(Used) by Financing Activities........................... 826,000 (204,000) ----------- ----------- Changes in Cash and Cash Equivalents- Net increase in cash and cash equivalents.......................... 889,000 70,000 Cash and cash equivalents at beginning of year.................... 667,000 425,000 ----------- ----------- Cash and Cash Equivalents at End of Quarter........................... $ 1,556,000 $ 495,000 ----------- ----------- ----------- ----------- Interest paid............................ $ 527,000 $ 875,000 ----------- ----------- ----------- ----------- Income taxes paid........................ $ 128,000 $ 23,000 ----------- ----------- ----------- -----------
See accompanying notes - 3 - THE MIDDLEBY CORPORATION ------------------------ NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS APRIL 1, 1995 (Unaudited) 1) Basis of Presentation The financial statements have been prepared by The Middleby Corporation (the "Company"), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information not misleading. These financial statements should be read in conjunction with the financial statements and related notes contained in the Company's 1994 Annual Report. Other than as indicated herein, there have been no significant changes from the data presented in said Report. In the opinion of management, the financial statements contain all adjustments necessary to present fairly the financial position of the Company as of April 1, 1995 and December 31, 1994, and the results of operations and cash flows for the three months ended April 1, 1995 and April 2, 1994, respectively. 2) Income Taxes The Company files a consolidated Federal income tax return. In January, 1993, the Company adopted Statement of Financial Accounting Standards No. 109 ("SFAS 109"), Accounting for Income Taxes. SFAS 109 requires the recognition of deferred tax assets and liabilities for expected future tax consequences of events that have been recognized in the Company's financial statements or tax returns. Adoption of SFAS 109 was effected through the cumulative catch-up method. The Company has recorded an income tax provision of $389,000 for the fiscal three months ended April 1, 1995. Although the Company is not a Federal taxpayer due to its NOL carry-forwards, a tax provision is still required to be recorded. As a majority of the NOL carry-forwards relate to an old quasi-reorganization, utilization of the NOL carry-forwards is recorded as a credit to the tax provision, but is directly credited to paid-in capital. The utilization of the net operating loss carry-forwards depends on future taxable income during the applicable carry-forward periods. In adopting SFAS 109 in 1993, the - 4 - Company recorded a valuation allowance equal to the net deferred tax assets to reflect the inherent uncertainty in being able to predict future events. A tax asset of $1,350,000 was established as of December 31, 1994 with a credit to provision for income taxes of $339,000 and a credit directly to paid-in capital of $1,011,000. An additional $320,000 of the fiscal first quarter 1995 tax provision has been credited to paid-in capital. The reduction in the valuation allowance and increase in shareholders' equity of $1,350,000 reflects management's judgment as to the Company's ability to generate taxable income during the carry-forward periods. The remaining net operating loss and tax credit carry-forwards available to the Company will be recorded into income and equity at a future date. 3) Earnings Per Share Earnings per share of common stock are based upon the weighted average number of outstanding shares of common stock and common stock equivalents. The treasury stock method is used in computing common stock equivalents, which included stock options and a warrant issued in conjunction with the senior secured note. The terms of the warrant provide for the purchase of 250,000 shares at $3 per share, however, under certain conditions, the warrant terms provide for the purchase of 200,000 shares at $.01 per share. Earnings per share were computed based upon the weighted average number of common shares outstanding of 8,661,000 and 8,397,000 for the fiscal quarters ended April 1, 1995 and April 2, 1994, respectively. 4) Inventories Inventories are valued using the first-in, first-out method. Inventories consist of the following:
Apr. 1, 1995 Dec. 31, 1994 ------------ ------------- Raw Materials and Parts $11,030,000 $ 8,404,000 Work in Process 6,268,000 5,866,000 Finished Goods 7,719,000 6,846,000 ----------- ----------- $25,017,000 $21,116,000 ----------- ----------- ----------- -----------
- 5 - 5) Accrued Expenses Accrued expenses consist of the following:
Apr. 1, 1995 Dec. 31, 1994 ------------ ------------- Accrued payroll and related expenses......... $ 3,710,000 $ 4,800,000 Accrued commissions........ 2,047,000 2,191,000 Accrued warranty........... 1,420,000 1,365,000 Accrued interest........... 719,000 62,000 Other...................... 1,777,000 2,661,000 ----------- ----------- $ 9,673,000 $11,079,000 ----------- ----------- ----------- -----------
6) Certain amounts have been reclassified in 1994 to be consistent with the 1995 presentation. - 6 - Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Unaudited). RESULTS OF OPERATIONS Net sales for the fiscal three months ended April 1, 1995 increased by $3,974,000 (12.8%) compared to the prior year's three month period ended April 2, 1994. International sales increased 29% in the first quarter over 1994 and represented 26% of total sales versus 22% in 1994. The increase in sales from the prior year resulted from the success of several new product programs and continued recognition by the foodservice industry of the Company's extensive international sales and service network. Gross profit increased $1,721,000 (21.5%) for the quarter compared to the prior year's quarter. As a percentage of net sales, gross margin increased 2.0% to 27.8% for the quarter from the prior year's quarter. The increase in gross margin is attributable primarily to increased sales volume, the success of new product programs, improved product mix and operating efficiencies. Selling, distribution, general and administrative expenses increased $487,000 (7.3%) for the three month period. As a percentage of sales, selling, general and administrative expenses decreased to 20.6% for the three months ended April 1, 1995, compared to 21.7% for the prior year's three month period. The improved results reflect leverage of expenses on a higher sales volume. Interest expense for the fiscal quarter ended April 1, 1995 increased $280,000 (30.9%) compared to the prior year's quarter ended April 2, 1994. The increase is primarily due to higher prevailing interest rates during the first quarter of 1995 compared to the first quarter of 1994. The Company recorded net earnings of $743,000 or $.09 per share for the three month period ended April 1, 1995. This compared to net earnings of $133,000 or $.01 per share for the three month period ended April 2, 1994. The first quarter increase in net earnings is attributable to the success of several new product programs, increased demand in international markets, improved operating efficiencies, and leverage of operating expenses. - 7 - FINANCIAL CONDITION AND LIQUIDITY For the three months ended April 1, 1995, net cash provided by operating activities before changes in assets and liabilities was $1,787,000 as compared to $830,000 for the three months ended April 2, 1994. Net cash provided by operating activities after changes in assets and liabilities was $632,000 as compared to $594,000 in the prior year-to-date period. Increased operating earnings and accounts payables were partially offset by increases in receivables and inventories due to increasing volume. On January 10, 1995, the Company's subsidiaries consummated a $57,500,000 financing package to replace existing bank debt of $44,000,000 and provide working capital for future growth. The financing includes a $42,500,000 senior secured credit facility from a group of lenders led by an affiliate of a major international bank and a $15,000,000 senior secured note placement with a major insurance company. The credit facility includes a $15,000,000 five-year term loan, a $2,500,000 capital expenditure facility, and a $25,000,000 revolving credit line. The senior secured notes have an eight-year term with payments beginning in the sixth year and bear interest at 10.99%. A warrant for the purchase of 250,000 shares of common stock at an exercise price of $3 per share was issued in conjunction with the notes; however, under certain conditions, the terms of the warrant provide for the purchase of 200,000 shares at $.01 per share. The Company incurred financing costs of $1,717,000 which will be amortized over the average life of the note and bank debt's term. During the fiscal quarter, the Company increased its borrowings under the revolving credit agreement by $2,548,000 for payment of the financing costs and funding of operations. Management believes the Company has sufficient financial resources available to meet its anticipated requirements for funds for operations in the current fiscal year and can satisfy the obligations under its credit and note agreements. - 8 - PART II OTHER INFORMATION The Company was not required to report the information pursuant to Items 1 through 6 of Part II of Form 10-Q for any of the three months ended April 1, 1995, except as follows: ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a) Exhibits - The following Exhibits are filed herewith: Exhibit (10)(iii)(a) - Amended and Restated Employment Agreement of William F. Whitman, Jr., dated January 1, 1995. Exhibit (10)(iii)(b) - Amended and Restated Employment Agreement of David P. Riley dated January 1, 1995. Exhibit (10)(iii)(c) - The Middleby Corporation Retirement Plan for Independent Directors adopted as of January 1, 1995. Exhibit (10)(iii)(d) - 1995 Management Incentive Plan. Exhibit (27) - Financial Data Schedule b) Reports on Form 8-K - No such reports were filed during the quarter for which this report is filed. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. THE MIDDLEBY CORPORATION ------------------------ (Registrant) Date May 15, 1995 By: /s/ John J. Hastings ------------------------ ------------------------------- John J. Hastings, Executive Vice President, Chief Financial Officer and Secretary - 9 -


                               AMENDED AND
                      RESTATED EMPLOYMENT AGREEMENT


     THIS  AMENDED AND RESTATED EMPLOYMENT AGREEMENT  (this
"AGREEMENT"),  dated  as of January 1,  1995  by  and  among  The
Middleby  Corporation, a Delaware corporation  ("TMC"),  Middleby
Marshall   Inc.,   a   Delaware  corporation   (the   "COMPANY"),
(collectively  the  "EMPLOYER"),  and  William  F.  Whitman   Jr.
("WHITMAN")  amends and restates in its entirety  the  Employment
Agreement  dated as of   March 10, 1978 among the parties  hereto
(or their respective predecessors), as modified and clarified  as
of  such  date,  and  as amended by the Amendment  to  Employment
Agreement  dated December 19, 1983, the Supplement to  Employment
Agreement  dated  May  16,  1984,  the  Amendment  to  Employment
Agreement of William F. Whitman, Jr. dated as of January 1, 1991,
the  Amendment to Employment Agreement of William F. Whitman, Jr.
dated June 17, 1993, and the Amendment to Employment Agreement of
William  F. Whitman, Jr. dated December 23, 1994 (as so  amended,
modified, clarified and supplemented, the "ORIGINAL AGREEMENT").

                            R E C I T A L:

     The  Employer  desires to continue the  employment  of
Whitman as Chairman of the Board of Directors of TMC and Chairman
of  the  Board  of Directors of the Company; Whitman  desires  to
continue  to serve the Employer in such capacities,  all  of  the
terms and conditions hereinafter provided.

     NOW,  THEREFORE, the parties hereto hereby  amend  and
restate the Original Agreement in its entirety as follows:



     1. EMPLOYMENT.  The Employer agrees to employ Whitman
and  Whitman agrees to be employed by the Employer subject to the
terms and provisions of the Agreement.

     2. TERM.  The employment of Whitman by Employer  as
provided  in  Section  1  will  be for  a  period  commencing  on
January  1,  1995 and ending on December 31, 2000, unless  sooner
terminated as hereinafter provided.

     3. DUTIES.  Whitman shall serve as Chairman of  the
Board  of Directors of TMC and shall have such powers and  duties
as  may be from time to time prescribed by the Board of Directors
of  TMC, provided that the nature of Whitman's powers and  duties
so  prescribed shall not be inconsistent with Whitman's  position
and  duties  hereunder.  Whitman shall also serve as Chairman  of
the Board of Directors of the Company reporting only to the Board
of  Directors of the Company and shall have the powers and duties
as  may from time to time be prescribed by the Board of Directors
of the Company.  Whitman shall devote such portion of his time as
shall be necessary to manage the business and affairs of Employer
and  shall use his best efforts to advance the best interests  of
Employer,  provided, however, that Whitman shall be permitted  to
invest  in  real  estate  and engage in  other  outside  business
activities  which  are  not related to or  competitive  with  the
business  and  affairs  of  Employer for  which  he  may  receive
compensation,  and provided further that such activities  do  not
unreasonably  interfere with the performance of  his  duties  and
obligations hereunder. If elected as such, Whitman shall serve  as

                                -2-



a member of the Executive Committee of the Board of Directors
of  TMC and the Company.  The Employer shall indemnify Whitman to
the  fullest extent permitted by the General Corporation  Law  of
the  State  of  Delaware, as amended from time to  time  for  all
amounts   (including,  without  limitation,   judgments,   fines,
settlement  payments, expenses and attorneys' fees)  incurred  or
paid  by  Whitman in connection with any threatened,  pending  or
completed  action,  suit, investigation  or  proceeding,  whether
civil, criminal, administrative or investigative, arising out  of
or relating to the performance by Whitman of services for, or the
acting by Whitman as a director, officer or employee of TMC,  the
Company, any subsidiary of TMC or the Company or any other person
or enterprise at TMC's or the Company's request.  The Company and
TMC  shall  each use their best efforts to obtain and maintaining
full   force  and  effect  during  the  term  of  this  Agreement
Directors'  and Officers' Liability Insurance Policies  providing
full  and adequate protection to Whitman, for all his capacities,
provided  that  the Boards of Directors of TMC  and  the  Company
shall  have no obligation to purchase such insurance if, in their
opinion, coverage is available only on unreasonable terms.

     4. COMPENSATION DURING EMPLOYMENT; RELATED MATTERS.

    (a) BASE  SALARY.  Commencing January 1,  1995,  the
Employer  shall pay to Whitman a base salary at a rate per  annum
not less than $350,000, payable in equal semimonthly installments
during  the period of Whitman's employment hereunder.  The Boards
of  Directors of Employer at least annually will review Whitman's base

                                -3-



salary  and  other compensation during the  period  of  his
employment  hereunder with a view to the increase  thereof  based
upon  his performance, inflation, then prevailing industry salary
scales  and other relevant factors.  Any increase in base  salary
or  other compensation shall in no way limit or reduce any  other
obligation  of TMC or the Company hereunder and, once established
at  an  increased specified rate, Whitman's base salary hereunder
shall not thereafter be reduced.

     (b) BONUSES.  Employer shall establish a bonus pool to
which  shall be credited each year beginning January 1, 1995,  an
amount   equal  to  6%  of  the  operating  profits  of  Employer
calculated  prior  to tax, interest, corporate office  and  other
allocation  charges.  Whitman shall be entitled to a distribution
of  one-half  of  such  bonus  pool  subject  to  the  terms  and
conditions of the bonus pool program.  In addition, Whitman shall
be  entitled  to a one-half participation in any other  bonus  or
similar program established by Employer.  All such payments shall
be  separate from and in addition to the base salary  paid  under
subsection 4(a).

     (c) EXPENSE REIMBURSEMENT.  Employer shall reimburse
Whitman  for  those  reasonable, proper  and  necessary  expenses
incurred  by him in connection with the business of Employer  for
which he submits itemized statements in reasonable detail.

     (d) PARTICIPATION IN BENEFIT PLANS.  Whitman shall be
entitled to participate in or receive benefits under any  pension
plan, profit sharing plan, stock option plan, stock purchase plan
or  arrangement, health-and-accident plan, or any other  employee

                                -4-



benefit plan or arrangements made available in the future by  TMC
or  the Company, or any of their respective subsidiaries, to  its
executives and key management employees.  Nothing paid to Whitman
under  any  such plan or arrangement (or under any such  plan  or
arrangement presently in effect, other than under the bonus  pool
program referred to in subsection 4(b) above) shall be deemed  or
treated as a payment to Whitman hereunder.

     (e) VACATION.  Whitman shall be  entitled  to  paid
vacation  days in each calendar year determined by  the  Employer
from  time  to time, but not less than six weeks in any  calendar
year,  prorated in any calendar year during Whitman  is  employed
hereunder  for  less than an entire year in accordance  with  the
number  of  days  in such year during which he  is  so  employed.
Whitman  shall  also be entitled to all paid  holidays  given  by
Employer to their senior executive officers.

     (f) MINIMUM  SPECIFIED  BENEFITS.  Notwithstanding
Whitman's  participation in any benefit  plans  under  subsection
4(d), Whitman shall be entitled to the minimum specified benefits
listed in Exhibit A hereto during the term of this Agreement  and
for a period of one year after termination hereof.

     5. REGISTRATION RIGHTS.

     (a) DEMAND  RIGHTS.  Upon the  written  request  of
Whitman  at  any time, but no more than once during the  term  of
this Agreement, (which request shall specify the number of shares
of TMC common stock owned by Whitman and which he intends to sell
or   dispose  of  (collectively  "TMC  SHARES")  and  terms   and
conditions  of

                                -5-



sale or disposal), TMC shall as  promptly  as  is
reasonably  possible, prepare, file and use its best  efforts  to
cause  to  become  effective a registration statement  under  the
Securities  Act of 1933, as amended (the "ACT"), or  any  similar
statute  then in effect, with respect to the TMC Shares  and  TMC
shall  take whatever action may be necessary to permit such  sale
or other disposition of the TMC Shares.

     (b) INCIDENTAL RIGHTS.  If TMC at any time proposes to
file a registration statement covering proposed sales for cash of
any of its equity securities under the Act or any similar federal
statute  then in effect, it will give written notice  to  Whitman
and  at  the  written request of Whitman within  twenty  days  of
receipt  of such notice, which request cannot be made  more  than
twice  during the term of this Agreement (which written  requests
shall  specify the number of TMC Shares intended to  be  sold  or
disposed  of  and terms and conditions of sale or disposal),  TMC
shall  use  its  best  efforts to cause such  TMC  Shares  to  be
included  in the registration statement and take whatever  action
is necessary to permit such sale or other disposition.

     (c) GENERAL.  TMC shall keep effective and  maintain
any  registration  specified  in the  two  immediately  preceding
Subsections for a period not exceeding six months as Whitman  may
request  and from time to time during such period shall amend  or
supplement  the  prospectus used in connection therewith  to  the
extent  necessary  to  comply with  applicable  law.   TMC  shall
furnish Whitman with as many copies of any prospectus (and of any
amended  or supplemental

                                -6-



prospectus) in connection with any  such
registration  as  he may reasonably request and TMC  shall,  when
requested  by  Whitman, take any action necessary to  permit  the
offering  of TMC Shares under the securities laws of such  states
as he may designate.

     (d) EXPENSES.  All expenses, disbursements and fees in
connection  with  any  action required to  be  taken  under  this
Section  5  shall  be  borne by TMC and shall  not  be  borne  by
Whitman.

     (e) LEGAL OPINION.  At the time when any registration
statement  under  the  Act pursuant to  this  Section  5  becomes
effective  and at the time of each post effective amendment,  TMC
will   furnish  to  Whitman  an  opinion  of  counsel  reasonably
satisfactory  to Whitman to the effect that to the  best  of  the
knowledge  of  such  counsel, (i) no stop  order  suspending  the
effectiveness of the registration statement has been  issued  and
no  proceedings  for  that purpose have been  instituted  or  are
pending  or  contemplated under the Act,  (ii)  the  registration
statement  and  the prospectus as of the effective  date  of  the
registration statement or amendment, as the case may be, appeared
on  their  face  to be appropriately responsive in  all  material
respects to the requirements of the Act and the applicable  rules
and   regulations  of  the  Securities  and  Exchange  Commission
thereunder (iii) such counsel have no reason to believe that  the
registration  statement or the prospectus, as  of  the  effective
date of the registration amendment, as the case may be, contained
any  untrue statement of a material fact or omitted to state  any
material fact required to be stated therein or necessary to  make
the  statements therein not

                                -7-



misleading, and (iv) the  TMC  Shares
offered  thereunder have been duly authorized and  upon  issuance
will  be fully paid and nonassessable, and it is understood  that
counsel  need  not  express  any opinion  or  belief  as  to  the
financial   statements  or  financial  data  contained   in   the
registration   statement  or  prospectus  and  need   assume   no
responsibility for the accuracy, completeness or fairness of  the
statements contained in the registration statement and prospectus
and  need assume no responsibility for the accuracy, completeness
or  fairness  of  the  statements contained in  the  registration
statement and prospectus (or any amendment or supplement thereto)
except  for  those  made  in the prospectus  under  the  captions
setting  forth descriptions of the common stock of  TMC  and  any
underwriting  agreement to which the TMC is a  party  insofar  as
they relate to the provisions of statements therein described.

     (f) INDEMNIFICATION.  TMC hereby agrees to indemnify
Whitman  against  all  losses, claims, damages,  liabilities  and
expenses  and  actions (under the Act, common law  or  otherwise)
caused by any untrue statement or alleged untrue statement  of  a
material  fact  contained in any such registration  statement  or
prospectus  (and as amended or supplemented if TMC furnished  any
amendments  or supplements thereto) or any preliminary prospectus
or caused by any omission or alleged omission to state therein  a
material fact required to be stated therein necessary to make the
statements therein not is leading, except insofar as such losses,
claims, damages, liabilities or expenses are caused by any untrue
statement  or  omission  contained in  information  furnished  in
writing

                                -8-



to  TMC  by Whitman expressly for use therein.   If  the
offering  pursuant  to any such registration  statement  is  made
through  underwriters, TMC agrees to enter into  an  underwriting
agreement  in  customary  form  with  such  underwriters  and  to
indemnify  such  underwriters and each person who  controls  such
underwriters within the meaning of the Act or any similar federal
statute  then  in  effect  to the same extent  as  herein  before
provided  and  as appropriate with respect to the indemnification
of  Whitman.   In connection with any registration  statement  in
which  Whitman is participating, Whitman will furnish to  TMC  in
writing  such  information  as shall reasonably  be  required  by
Whitman  for use in any such registration statement or prospectus
and  Whitman will indemnify TMC, its directors and officers, each
underwriter  and  each person, if any, who controls  TMC  or  any
underwriter  within the meaning of the Act, against  any  losses,
claims,  damages, liabilities and expenses and actions in respect
thereof (under the Act or common law or otherwise) resulting from
any  untrue  statement or alleged untrue statement of a  material
fact  or  any  omission or alleged omission of  a  material  fact
required to be stated in the registration statement or prospectus
and  necessary to take the statements therein not misleading, but
only  to  the  extent that such untrue statement or  omission  is
contained  in  information so furnished  in  writing  by  Whitman
expressly for use therein.

     6. TERMINATION.

     (a) Whitman's employment hereunder may be terminated
(unless a notice of dispute is given as below provided) upon  not

                                -9-



less  than 60 days' written notice by the Boards of Directors  of
TMC  and  the  Company  to  Whitman in  the  event  that  Whitman
hereafter  (i)  shall willfully fail to comply with  any  of  the
material  terms of this Agreement, (ii) shall willfully  fail  to
perform his duties hereunder, or (iii) shall willfully engage, in
his  capacity as an executive officer of the Employer,  in  gross
misconduct injurious to either TMC or the Company, and a vote  to
such  effect shall have been adopted by not less than a  majority
of  the directors then in office of TMC or the Company (whichever
is  applicable),  after  reasonable  notice  to  Whitman  and  an
opportunity for him to be heard before such Board.  For  purposes
of  this  Subsection 6(a) no act, or failure to act, on Whitman's
part shall be considered "WILLFUL" unless done, or omitted to  be
done, by him not in good faith and without reasonable belief that
his action or omission was in the interest of TMC or the Company.

     (b) Whitman's employment hereunder may be terminated
(unless a notice of dispute is given as provided below) upon  not
less  than 60 days' written notice by the Boards of Directors  of
the  Employer  to Whitman in the event that (i) the Boards  shall
have  received  a written statement from a reputable  independent
physician  to  the  effect  that Whitman  shall  have  become  so
incapacitated  as to be unable to resume within  the  ensuing  12
months  his employment hereunder by reason of physical or  mental
illness,  or (ii) Whitman shall not have substantially  performed
his duties hereunder for six consecutive months (exclusive of any
vacation permitted under subsection 4(e) hereof) by reason of any
such  physical  or  mental


                                -10-



illness; and in  the  event  Whitman's
employment  hereunder is terminated pursuant to  this  Subsection
6(b), commencing with the effective date of such termination, the
Employer shall pay and provide the benefits described in  Section
7 below.

     (c) If,  within  thirty days  after  any  notice  of
termination  is  given  as provided above,  Whitman  informs  the
Employer  in  writing  that  a  dispute  exists  concerning  such
termination, such termination shall not occur until the  date  on
which  such dispute is finally resolved, either by mutual written
agreement  of  the  parties, by a binding and  final  arbitration
award  or  by  a final judgment, order or decree of  a  court  of
competent  jurisdiction  (the time for  appeal  therefrom  having
expired  and  no  appeal  having  been  perfected).   During  the
pendency  of  any dispute pursuant to a notice given pursuant  to
this  Subsection  6(c), the Employer will  continue  to  pay  and
provide  to  or for Whitman all of the compensation and  benefits
provided  for  during  the term of this Agreement,  except  that,
until  such  dispute  is  finally  resolved  as  provided  above,
Whitman's  base salary shall be paid at the rate of  75%  of  his
base salary in effect immediately prior to the date of the notice
of  termination.  If there is a final determination to the effect
that   the  Employer  did  not  have  a  proper  basis  for  such
termination,  the  Employer  shall promptly  pay  or  provide  to
Whitman  the total amount by which his base salary payments  were
reduced pursuant to the preceding sentence.

     (d) In  the event the Employer breaches any  of  the
provisions  of  this Agreement in any material respect  and  such

                                -11-



breach  shall continue after 30 days notice thereof from Whitman,
such  breach  shall  constitute  a  constructive  termination  of
Whitman's employment by the Employer in a manner not permitted by
this  Agreement, and Whitman may (but shall not be  required  to)
terminate  his  employment hereunder.  Should  Whitman  elect  to
terminate  his  employment hereunder upon any  such  constructive
termination by the Employer, Whitman shall be entitled to receive
on  the date of such termination an amount equal to two (2) times
his  annual base salary in effect at the date of such breach  and
in  addition  the Employer shall commence to pay and provide  the
benefits described in Section 7 below.  Should Whitman elect  not
to  terminate his employment hereunder upon any such constructive
termination  by  the  Employer,  Whitman  shall  be  entitled  to
continue  in  the employ of the Employer subject to  all  of  the
terms  and provisions of this Agreement for a period of two years
from  the date of such breach or until the expiration of the term
hereof, if later.

     (e) Notwithstanding anything to the contrary contained
in  this  Agreement, the Board of Directors of the  Employer  may
terminate  Whitman's  active  employment  under  this  Agreement,
without  cause, by giving at least 90 days written notice thereof
to Whitman.  In the event of such termination:

        (i)  Whitman shall be entitled to receive (A)  on
the date of such termination an amount equal to two (2) times his
annual  base  salary in effect at such date; and (B)  bonuses  as
specified  in  Subsection 4(b) through the two  (2)  year  period

                                -12-



commencing  on the date of such termination (Any bonus  due  with
respect  to  a  period of less than a full fiscal year  shall  be
payable promptly following determination of the operating profits
(before taxes, interest and charges) for such fiscal year  in  an
amount  equal  to the bonus calculated as provided in  Subsection
4(b)  multiplied  by a fraction, the numerator of  which  is  the
number of days from the commencement date of such fiscal year  to
the Termination Date, and the denominator of which is 365); and

        (ii) commencing on the date of such termination,
Whitman  shall be entitled to receive the benefits  described  in
Section 7 below.

     (f) In the event that the proportionate share of  the
total  outstanding voting securities of TMC held  by  any  person
other  than Whitman, or held by any group of two or more  persons
who  agree to act together for the purpose of acquiring, holding,
voting  or disposing of the voting securities of TMC and  Whitman
is  not  a  member of such group, shall increase after  the  date
hereof by twenty-five (25) percentage points or more, then at any
time  during  the two (2) year period immediately following  such
increase,  Whitman shall have the right, upon written  notice  to
Employer, to terminate his employment and, upon such termination,
shall  be  entitled  to receive from Employer  (i)  any  and  all
accrued but unpaid base salary and other compensation through the
date  of  termination, (ii) any and all benefits under Subsection
4(b)  hereof accrued but unpaid to the date of termination, (iii)
the benefits described in Section 7 hereof, (iv) for a period  of
one  year

                                -13-



beginning on the date of termination, all  health  and
medical   benefits  which  Employer  was  providing  to   Whitman
immediately prior to such termination, and (v) as severance  pay,
an  amount  equal  to  two  years of base  salary  as  in  effect
immediately prior to such termination, such amount to be  payable
in  equal  monthly installments during the two  (2)  year  period
beginning on the date of termination.  Upon such termination, the
provisions of Sections 9, 10 and 11 shall continue in full  force
and effect; provided, however, that Whitman shall be bound by the
covenants  set  forth  in Subsection 10(a)  as  if  Employer  had
elected to pay the base compensation specified in such Subsection
10(a);  provided further that Employer shall not be obligated  to
pay such base compensation or any other amount except as provided
above  in this Subsection 6(f).  This Subsection 6(f) shall apply
upon the occurrence of the events described herein without regard
to Subsection 6(g) hereof.

     EXAMPLE:  On January 1, 1995, Individual A,  a  person
other  than  Whitman, owns 2.42% of the total outstanding  voting
securities of TMC.  Thereafter Individual A commences a series of
open  market purchases, and on March 3, 1996 for the  first  time
his  holdings  exceed  27.42%  of the  total  outstanding  voting
securities  of  TMC.  Whitman may terminate his  employment  with
Employer  at any time from March 3, 1996 through March  3,  1998,
and  upon such termination shall be entitled to those amounts set
forth in this Section 6(f).

     (g) Whitman  may  elect  to  terminate  his  active
employment  under  this  Agreement by giving  at  least  90  days
written notice to

                                -14-



the Company.  Whitman's compensation and  other
benefits hereunder shall cease as of the date specified  in  such
notice,  and  Whitman shall be entitled to receive from  Employer
(i)  any  and  all  accrued  but unpaid  base  salary  and  other
compensation through the date of termination, (ii)  any  and  all
benefits under Subsection 4(b) hereof accrued but unpaid  to  the
date  of termination, and (iii) the benefits described in Section
7  hereof,  and  the provisions of Sections 9, 10  and  11  shall
continue  in full force and effect.  This Subsection  6(g)  shall
not  apply  to any termination to which Subsection 6(d)  or  6(f)
applies.

     7. RETIREMENT.

     (a) MONTHLY BENEFITS.

     In  addition to Whitman's participation in any pension
plan  referred  to in Subsection 4(d) hereof, the  Employer  will
after  termination of Whitman's employment with the Employer  for
any  reason  or  for no reason, pay to Whitman  or  his  designee
retirement  benefits  (calculated as  provided  below)  in  equal
monthly  installments commencing on the first day  of  the  month
following  the effective date of such termination of  employment.
Each  monthly installment of retirement benefits shall be  in  an
amount equal to one-twelfth (1/12) of seventy-five percent  (75%)
of Whitman's Total Compensation in effect during the last year of
his employment with the Employer.

     In  addition, on each anniversary of the date  of  the
first  payment of retirement benefits pursuant to this Subsection
7(a),  the  Employer shall increase the amount of such retirement
benefits

                                -15-



payable  on  and  after  such  anniversary  date  by  a
percentage equal to the percentage increase in the Consumer Price
Index  For  All Urban Consumers for the twelve (12) month  period
then  ended.   Any  such  retirement benefits  will  be  reduced,
commencing  March 1, 2005, by the amount per month which  Whitman
is  entitled to receive under the Salaried Retirement Plan of the
Company  which was terminated in 1982.  Retirement benefits  paid
pursuant to this Subsection 7(a) shall be paid to Whitman for his
life, provided, however, that in the event of his death prior  to
age seventy-five (75), such retirement benefits shall be paid (or
shall  continue,  as  the  case may be) to  such  beneficiary  or
beneficiaries  as Whitman shall designate (or  in  the  event  of
default  of such designation, to his estate) until the first  day
of  the  month in which Whitman would have attained age  seventy-
five (75).

     For purposes hereof, "Total Compensation" for any year
of  employment  with  the Employer shall  mean  the  sum  of  (i)
Whitman's  base  salary from the Employer  or  any  Affiliate  in
effect during such year (without regard to any reduction pursuant
to  Subsection  6(c) above), plus (ii) the annualized  amount  of
director's  fees  payable  to Whitman  by  the  Employer  or  any
Affiliate  during such year for services rendered  by  him.   For
purposes  hereof,  "Affiliate" shall mean (x) Asbury  Associates,
Inc.,  and (y) any other direct or indirect majority- or  wholly-
owned subsidiary of the Employer.

     (b) HEALTH AND MEDICAL BENEFITS.  In addition to  the
benefits  referred  to in Subsection 7(a) hereof,  the  Employer,
after

                                -16-



termination of Whitman's employment with the Employer  for
any  reason  or for no reason, shall maintain in full  force  and
effect  for  the continued benefit of Whitman and his spouse  all
health   and  medical  plans  and  programs  which  the  Employer
maintains for its senior executives and their families,  provided
that such participation is permitted under the general provisions
of  such  plans  and  programs, and  provided  further  that  the
benefits under such plans and programs shall be secondary to  any
governmentally provided benefits.  In the event that Whitman's or
his  spouse's participation in any such plan or program is barred
or otherwise not permitted, the Employer shall provide health and
medical  benefits to Whitman and his spouse substantially similar
to  those from which he or she was barred or in which he  or  she
was  otherwise not permitted to participate.  The Employer  shall
provide  such  benefits  to  Whitman and  his  spouse  for  their
respective lives.  The Employer may self-insure such benefits  or
may  purchase  individual  policies  or  plans  to  provide  such
benefits.   If, while eligible for benefits under this Subsection
7(b), Whitman becomes employed by any person and becomes eligible
for  health  and  medical benefits under such  employer's  health
plan,  the Employer shall be relieved, during the period of  such
employment  and to the extent of the benefits for  which  Whitman
and  his spouse are eligible under such employer's plan,  of  the
obligation  to provide the health and medical benefits  described
in  this Subsection 7(b).  Nothing in this Subsection 7(b)  shall
be construed to give Whitman the right

                                -17-



to continued employment which is not expressly set forth
in this Agreement.

     (c) In order to fund and secure the obligations of the
Employer  under this Section 7, the Employer agrees at  Whitman's
request to purchase within sixty (60) days after the end of  each
year of his employment an annuity (from such insurance company as
Whitman  may  approve) in an amount necessary to fund  Employer's
obligations under this Section 7.

     8. DISPUTES. If  Whitman or  the  Employer  shall
dispute any termination of Whitman's employment hereunder  or  if
any dispute concerning any payment hereunder shall exist,

     (a) either party shall have the right (but  not  the
obligation),  in  addition  to  all  other  rights  and  remedies
provided by law, to compel arbitration of the dispute in the City
of   New  York  under  the  rules  of  the  American  Arbitration
Association by giving written notice of arbitration to the  other
party  within thirty days after notice of such dispute  has  been
received by the party to whom given, and

     (b) if  such  dispute (whether or not  submitted  to
arbitration  pursuant  to  subsection (a)  above)  results  in  a
determination  that (i) the Employer did not have  the  right  to
terminate  Whitman's  employment under  the  provisions  of  this
Agreement,  (ii)  Whitman did have the  right  to  terminate  his
employment under the provisions of this Agreement, or  (iii)  the
position  taken  by  Whitman concerning payments  to  Whitman  is
correct, as the case may be, the Employer shall promptly pay, or if

                                -18-



theretofore paid by Whitman, shall promptly reimburse Whitman
for,  all  costs and expenses (including counsel fees) reasonably
incurred by Whitman in connection with such dispute.

     9. PROTECTION OF CONFIDENTIAL INFORMATION

     (a) COVENANT. Whitman  acknowledges   that   his
employment  by  the Employer will, throughout the  term  of  this
Agreement,  bring  him into close contact with many  confidential
affairs  of  the  Employer,  including information  about  costs,
profits,   markets,  sales,  products,  key  personnel,   pricing
policies,  operational  methods, technical  processes  and  other
business  affairs and methods and other information  not  readily
available  to  the  public  and plans  for  future  developments.
Whitman further acknowledges that the business of Employer is  or
may   hereafter   be   conducted  throughout   the   world   (the
"Territory"),  that  its  products are  marketed  throughout  the
Territory,  that Employer competes in nearly all of its  business
activities with other organizations which are or could be located
in  nearly any part of the Territory and that the nature  of  the
services  and position of Whitman are such that he is capable  of
competing  with  Employer  from  nearly  any  location   in   the
Territory.   In  recognition of the foregoing, Whitman  covenants
and agrees:

        (i)   That  he  will keep secret all confidential
matters  of  Employer and not disclose them to anyone outside  of
the  Employer, either during or after the term of this  Agreement
except with the Employer's prior written consent; and

                                -19-



        (ii) That he will deliver promptly to Employer on
termination  of  this Agreement, or at any time Employer  may  so
request, all confidential memoranda, notes, records, reports  and
other confidential documents (and all copies thereof) relating to
the  Employer's business, which he may then possess or have under
his control.

     (b) SPECIFIC REMEDIES. If Whitman commits a breach of
any of the provisions of Subsection 9(a), Employer shall have (i)
the  right  and  remedy  to  have  such  provisions  specifically
enforced  by  any  court  having equity  jurisdiction,  it  being
acknowledged and agreed that any such breach will not provide  an
adequate  remedy to Employer, and (ii) the right  and  remedy  to
require  Whitman  to  account for and pay over  to  Employer  all
compensation,  profits,  monies, accruals,  increments  or  other
benefits (collectively "Benefits") derived or received by Whitman
as the result of any transactions constituting a breach of any of
the  provisions of Subsection 9(a), and Whitman hereby agrees  to
account for and pay over such Benefits to Employer.

     10. RESTRICTION ON COMPETITION.

     (a) COVENANT.  In recognition of the considerations
described  in Subsection 9(a), Whitman covenants and agrees  that
(i)  during the term of this Agreement and (ii) in the event  the
Employer elects to pay Whitman the base compensation specified in
subsection 4(a) for a period of one year following termination of
this  Agreement  and  the  Employer is  not  in  default  of  its
obligations  under  this Agreement, for  a  period  of  one  year

                                -20-



thereafter, he will not knowingly act or conduct himself  to  the
material  detriment  of the Employer in a  manner  which  he  has
reason to believe is inimical or contrary to the best interest of
the  Employer  through  competition in the  Territory  materially
detrimental to the Employer.  Notwithstanding the above,  Whitman
shall  not  be  restricted in any way from  investments  in  real
estate.   No  breach  of the condition of this  Subsection  10(a)
other  than  a knowing, deliberate and material breach  shall  be
determined  to have occurred unless and until Whitman shall  have
received  written notice from the Employer's Boards of  Directors
to  refrain  from engaging in the conduct alleged  to  constitute
such breach, specifying the conduct so alleged and unless Whitman
shall  thereafter and notwithstanding such notice have  continued
to  engage  in  such  conduct after a reasonable  opportunity  to
refrain from
so doing.

     (b) REMEDIES. In the event of the violation by Whitman
of  any  of  the  covenants of Subsections 9(a)  or  10(a),  such
violation shall be deemed to be "cause" for termination  pursuant
to  the  terms  of Subsection 6(a) hereof, and, in addition,  the
Employer  shall have the right and remedy to have the  provisions
of  Subsection 10(a) specifically enforced, it being acknowledged
and  agreed that any such violation or threatened violation  will
cause  irreparable injury to the Employer and that money  damages
will not provide an adequate remedy to the Employer.

                                -21-



     11. INDEPENDENCE, SEVERABILITY AND NON-EXCLUSIVITY.

     Each  of  the  rights  and  remedies  enumerated   in
Subsections 9(b) and 10(b) shall be independent of the other  and
shall  be in addition to and not in lieu of any other rights  and
remedies  available to the Employer under the law or  in  equity.
If  any  of the covenants contained in Subsections 9(b) or 10(b),
or  any part of any of them, is hereafter construed to be invalid
or  unenforceable, the same shall not affect the remainder of the
covenant or covenants or rights or remedies which shall be  given
full  effect without regard to the invalid options.  The  parties
intend  to  and  do  hereby confer jurisdiction  to  enforce  the
covenants contained in Subsections 9(a) and 10(a) upon the courts
of  any  state  of  the United States and any other  governmental
jurisdiction within the geographical scope of such covenants.  If
any  of  the covenants contained in Subsections 9(a) or 10(a)  is
held  to  be  unenforceable  because  of  the  duration  of  such
provision or the area covered thereby, the parties agree that the
court  making such determination shall have the power  to  reduce
the  duration  and/or area of such provision and in  its  reduced
form  said provision shall then be enforceable.  No such  holding
of  unenforceability in one jurisdiction shall bar or in any  way
affect  the Employer's right to the relief provided above in  the
courts of any other state or jurisdiction within the geographical
scope of such covenants as to breaches of such covenants in  such
other  respective  states or jurisdiction, such covenants  being,
for   this   purpose,  severable  into  diverse  and  independent
covenants.

                                -22-



     12. SUCCESSORS. TMC and the Company will require any
successor  (whether  direct  or indirect,  by  purchase,  merger,
consolidation or otherwise) to all or substantially  all  of  the
business  and/or  assets of TMC or the Company, by  agreement  in
form  and substance satisfactory to Whitman, to expressly  assume
and agree to perform this Agreement in the same manner and to the
same  extent that TMC or the Company would be required to perform
it  if  no  such  succession had taken place.  As  used  in  this
Agreement,   "EMPLOYER"  shall  mean  TMC  and  the  Company   as
hereinbefore defined and any successors to their business  and/or
assets  as  aforesaid which executes and delivers  the  agreement
provided for in this Section 12 or which otherwise becomes  bound
by all the terms and provisions of this Agreement by operation of
law.

     This  Agreement  and all rights of  Whitman  hereunder
shall  inure  to the benefit of and be enforceable  by  Whitman's
personal  or  legal  representatives, executors,  administrators,
administrators,  successors, heirs,  distributees,  devisees  and
legatees.  If Whitman should die while any amount would still  be
payable  to him hereunder if he had continued to live,  all  such
amounts,  unless  otherwise provided herein,  shall  be  paid  in
accordance with the terms of this Agreement to Whitman's estate.

     13. PROCEEDING UNDER THE BANKRUPTCY ACT. In the event
either  TMC  or  the  Company is forced  (or  voluntarily  places
itself) into a proceeding under the Bankruptcy Act, Whitman shall
be  entitled to prove a claim for any unpaid portion of his  base
salary  under Subsection 4(a) through the expiration of the  term
hereof

                                -23-



and,  if  such claim is not discharged in  full  in  such
proceeding, such claim shall survive any discharge of TMC or  the
Company under any such proceeding.

     14. NOTICES.  All notices, requests, demands and other
communications  made or given in connection with  this  Agreement
shall  be in writing and shall be deemed to have been duly  given
(a)  if delivered, at the time delivered or (b) if mailed, at the
time  mailed  at any general or branch United States Post  Office
enclosed   in  a  registered  or  certified  post-paid   envelope
addressed to the address of the respective parties as follows:

TO TMC:             1400 Toastmaster Drive
                    Elgin, Illinois  60120
                    Attention:  President

To the Company:     1400 Toastmaster Drive
                    Elgin, Illinois  60120
                    Attention:  President

To Whitman:         Capricorn Estate
                    231 Cleft Road
                    Mill Neck, New York 11765

or  to  such other address as the party to whom notice is  to  be
given may have previously furnished to the other party in writing
in  the  manner set forth above, provided that notices of changes
of address shall only be effective upon receipt.

     15. MODIFICATIONS AND WAIVERS. No provision of this
Agreement  may be modified or discharged unless such modification
or  discharge is authorized by the Boards of TMC and the  Company
and is agreed to in writing and signed by Whitman.  No waiver  by
either  party hereto of any breach by the other party  hereto  of
any  condition or Provision of this Agreement to be Performed  by
such

                                -24-



other  party  shall  be  deemed  a  waiver  of  similar  or
dissimilar provisions or conditions at the same or at  any  prior
or subsequent time.

     16. ENTIRE AGREEMENT. This Agreement supersedes  all
prior  agreements  between the parties  hereto  relating  to  the
subject  matter hereof, and constitutes the entire  agreement  of
the  parties  hereto  relating  to  the  subject  matter  hereof.
However,  nothing  in  this Agreement is  intended  or  shall  be
interpreted  to  reduce  the rate or  eliminate  any  portion  of
Whitman's  compensation or benefits in effect under the  Original
Agreement immediately prior to the date hereof.

     17. LAW  GOVERNING. Except as otherwise  explicitly
noted,  the  validity, interpretation, construction,  performance
and  enforcement of this agreement shall be governed by the  laws
of the State of Illinois.

     18.  INVALIDITY.  The invalidity or unenforceability of
any  term  or terms of this agreement shall not invalidate,  make
unenforceable  or  otherwise  affect  any  other  term  of   this
Agreement which shall remain in full force and effect.

     19.  HEADINGS.  The headings contained herein are  for
reference only and shall not affect the meaning or interpretation
of this Agreement.

     20. JOINT AND SEVERAL. The liability hereunder of TMC
and the Company shall be joint and several.

                                -25-



     IN  WITNESS WHEREOF, the parties hereto have  executed
this Agreement on the day and year set forth above.

                                        THE MIDDLEBY CORPORATION



                                   By /s/ David P. Riley
                                      -----------------------------
                                               President


                                   MIDDLEBY MARSHALL INC.



                                   By /s/  David P. Riley
                                      -----------------------------
                                              President


                                      /s/ William F. Whitman, Jr.
                                      -----------------------------
                                          WILLIAM F. WHITMAN, JR.

                                -26-



                               EXHIBIT A



     1. The use of a current model automobile comparable in
quality  and  features to that historically provided to  Whitman,
the costs of acquisition, maintenance, use and insurance of which
shall be borne by the Employer.

     2. The initiation fees, dues and expenses of Whitman's
membership in two country clubs and such luncheon clubs as he may
determine  are  necessary or appropriate in connection  with  his
employment hereunder.

     3. The costs of a term insurance policy on Whitman's
life, payable to such beneficiary or beneficiaries as Whitman may
designate, in an amount equal to two times Whitman's base salary.

                                -27-




                            AMENDED AND
                   RESTATED EMPLOYMENT AGREEMENT

     This  Amended and Restated Employment Agreement  (this
"Agreement") made and entered into as of January 1, 1995  by  and
between   The   Middleby  Corporation,  a  Delaware   corporation
("Parent"),   Middleby  Marshall  Inc.,  a  Delaware  corporation
("Subsidiary") (Parent and Subsidiary collectively being referred
to as the "Employer"), and David P. Riley of Schaumburg, Illinois
("Riley"),  restates  in  its entirety the  Employment  Agreement
dated as of January 1, 1988, as amended by the Amendment No. 1 to
Employment  Agreement of David P. Riley dated as  of  January  1,
1991,  Amendment  No. 2 to Employment Agreement  of  David  Riley
dated June 17, 1993, Amendment No. 3 to Employment  Agreement
of  David  Riley dated December 23, 1994, each by and  among  the
parties hereto (as so amended, the "Original Agreement").

                          R E C I T A L:

     The  Employer  desires to continue the  employment  of
Riley  as  President  of  the  Parent  and  President  and  Chief
Executive Officer of the Subsidiary; Riley desires to continue to
serve  the  Employer in such capacities, all  of  the  terms  and
conditions hereinafter provided.

     NOW,   THEREFORE,  in  consideration  of  the  mutual
covenants  and  agreements herein contained, the  parties  hereto
hereby  amend and restate the Original Agreement in its  entirety
as follows:

     1.  EMPLOYMENT OF RILEY.  Employer hereby employs Riley, and
Riley  hereby accepts employment with Employer, upon and  subject
to the terms and conditions hereinafter set forth.



     2.  DUTIES OF RILEY.

     (a) Riley shall serve in the capacity of President
of  the  Parent and President and Chief Executive Officer of  the
Subsidiary or in such other executive capacities as the Board  of
Directors of the Parent and Subsidiary may designate.

     (b) Throughout the term of this Agreement Riley
shall  devote  substantially  all  of  his  time  and  effort  as
reasonably  may  be required for him to perform  the  duties  and
responsibilities to be performed by him under the terms  of  this
Agreement.

     3.  COMPENSATION.

     (a)  BASE SALARY.  Commencing January 1, 1995, Employer
shall   pay   Riley  a  base  salary  per  annum  of   not   less
than  $300,000,  payable in accordance with  the  normal  payroll
practices  of  Employer.   If  Employer  increases  Riley's  base
salary, such increase or increases shall remain in effect for the
remainder of the term of this Agreement.

     (b)  BONUS POOL.  Employer shall establish a bonus pool
for each fiscal year, to which shall be credited yearly an amount
equal  to  6%  of  the operating profits of Employer  (calculated
prior  to  tax,  interest, corporate office and other  allocation
charges).   Riley  shall  be entitled to a one-half  distribution
share  of  such  yearly  bonus pool, subject  to  the  terms  and
conditions of the bonus pool program.

     (c)  EXPENSE ALLOWANCE.  Employer shall reimburse Riley
for  those reasonable, proper and necessary expenses incurred  by him

                                  -2-



in  connection with the business of Employer  for  which  he
submits itemized statements in reasonable detail.

     (d)  FRINGE BENEFITS.   Notwithstanding Riley's
participation  in  any benefit plans hereunder,  Riley  shall  be
entitled  to  the minimum specified benefits, all  of  which  are
directly  related  to Employer's business, listed  in  Exhibit  A
hereto, throughout the remaining term of his employment hereunder
or as otherwise provided in Section 4(g) hereof.

    4. TERM AND TERMINATION.

    (a) The  term  of this Agreement shall  commence  on
January  1,  1995  and  terminate  on  the  Expiration  Date  (as
hereinafter   defined),  (i)  unless  Riley  shall  sooner   die,
whereupon  this  Agreement shall immediately terminate,  or  (ii)
unless   Riley   or  Employer  shall  sooner  terminate   Riley's
employment as provided for in this Agreement. The Expiration Date
means December 31, 2000 or such earlier date as Employer may  set
forth in a written notice to Riley given at least two years prior
to such earlier date.

     (b) If  the  Board of Directors of Employer  in  the
exercise  of good faith judgment determines that Riley  has  been
grossly  incompetent,  grossly  negligent  or  dishonest  in  the
performance  of  his  duties hereunder, or that  Riley  has  been
convicted  of  a  felony,  then Employer  may  terminate  Riley's
employment  by  giving Riley written notice of such  termination.
If  such termination results from a determination by the Board of
Directors  that Riley has been grossly incompetent,  then  during
the  period  ending on the earlier to occur of (i) the Expiration Date,

                                  -3-



or  (ii)  six  months after the  effective  date  of  such
termination, Riley shall be entitled to his minimum  base  salary
(exclusive  of bonuses, fringe benefits and perquisites),  offset
by  all compensation earned by Riley from any other source during
such period.  If such termination results from a determination by
the  Board of Directors that Riley has been grossly negligent  or
dishonest or has been convicted of a felony, then Riley shall not
be  entitled  to  any  further payments or  benefits  under  this
Agreement following such termination of employment.

     (c) If  Employer  gives notice  under  Section  4(a)
setting  forth  an  early  Expiration  Date,  Riley's  employment
hereunder shall continue, and this Agreement shall remain in full
force  and  effect, until the early Expiration Date, except  that
(i)  Riley shall be allowed reasonable time off to search for new
employment,  and (ii) if Riley voluntarily terminates  employment
with Employer prior to the early Expiration Date, then (A) during
the  remainder  of the term ending on the early  Expiration  Date
(the "Foreshortened Term") Riley shall be entitled to his minimum
base   salary   (exclusive  of  bonuses,  fringe   benefits   and
perquisites), offset by all compensation earned by Riley from any
other source during the remainder of the Foreshortened Term,  and
(B)  Employer will continue to provide health insurance for Riley
and  his  family  until the earliest to occur of  (x)  the  early
Expiration  Date, (y) one year after Riley voluntarily terminates
employment with Employer, or (z) the date on which Riley  obtains
similar  insurance from any other source.  If at any time  during
the  Foreshortened Term Riley

                                  -4-



directly or indirectly performs any
act  described in Subsection 7(b)(i), (ii), (iii) or  (iv),  then
from and after such time Riley will have no further right to  any
payments or benefits under this Subsection 4(c).

     (d) If  Employer  relocates  its  executive  offices
outside  of  the Chicago metropolitan area, and Riley refuses  to
move from the Chicago metropolitan area, Riley's employment shall
terminate  upon the effective date of a notice from  Riley  given
not  later  than 30 days after relocation of Employer's executive
offices.  During the period ending on the earlier to occur of (i)
the  Expiration Date, or (ii) two years after the  date  of  such
relocation  Riley  shall be entitled to his minimum  base  salary
(exclusive  of bonuses, fringe benefits and perquisites),  offset
by  all compensation earned by Riley from any other source during
such  period,  and  Employer  will  continue  to  provide  health
insurance for Riley and his family until the earlier to occur  of
(A)  the  end  of  such period, or (B) the date  on  which  Riley
obtains similar insurance from any other source.

     (e) If  Riley voluntarily terminates his  employment
with  Employer prior to the Expiration Date and such  termination
is not under the circumstances described in Subsection 4(c), 4(d)
or  4(g)  of this Agreement, then Riley shall not be entitled  to
any  further payments or benefits under this Agreement  following
such termination of employment.

(f)  In the event of Riley's Disability, Employer  may
terminate  Riley's employment by giving written notice to  Riley.

                                  -5-



"RILEY'S DISABILITY"  means  Riley's  failure  to  substantially
discharge Riley's duties under this Agreement for 90 days  during
any  twelve  (12)  month period as a result of  illness,  injury,
substance  abuse or any other physical or mental incapacity.   An
affirmative determination of Riley's Disability shall be made  by
a  licensed  physician  (chosen by the Company  and  approved  by
Riley, which approval shall not be unreasonably withheld),  which
determination shall be binding upon the parties.  In  such  event
Riley  shall  be  entitled to the following benefits  during  the
period  beginning  with the date of such termination  and  ending
upon  the earlier to occur of (i) the second anniversary of  such
termination,  or (ii) the Expiration Date:  (A) 50% (100%  during
the  first  90  days of such period) of his minimum  base  salary
(exclusive of bonuses, fringe benefits and perquisites) offset by
any benefits received by Riley during such period from disability
insurance  paid  for  by Employer, and (B) health  insurance  for
Riley and his family until the end of such period or such earlier
date as Riley obtains similar insurance from any other source.

     (g) In  the  event  that  the  proportionate  share  of  the
total  outstanding voting securities of Parent held by any person
(other  than  Riley or William F. Whitman, Jr.), or held  by  any
group  of two or more persons who agree to act together  for  the
purpose of acquiring, holding, voting or disposing of the  voting
securities  of Parent and neither Riley nor William  F.  Whitman,
Jr.  is  a  member of such group, shall increase after  the  date
hereof by twenty-five (25) percentage points or more, then at any
time  during  the two (2)

                                  -6-



year period immediately following  such
increase,  Riley  shall have the right, upon  written  notice  to
Employer,  to  terminate his employment and, in  connection  with
such termination, shall be entitled to receive from Employer  (a)
any  and  all accrued but unpaid base salary through the date  of
termination,  (b)  any  and all benefits  under  the  bonus  pool
program referred to in Subsection 3(b) hereof accrued but  unpaid
to the date of termination, (c) the benefits described in Section
6  hereof, (d) for a period of one year beginning on the date  of
termination,  all health and medical benefits which Employer  was
providing to Riley immediately prior to such termination, and (e)
as severance pay, an amount equal to two (2) years of base salary
as  in  effect immediately prior to such termination, such amount
to  be  payable in equal monthly installments during the two  (2)
year  period  beginning  on the date of termination.   Upon  such
termination, the provisions of Section 7 hereof shall continue in
full force and effect.  This Subsection 4(g) shall apply upon the
occurrence   of   the  events  described  herein  notwithstanding
Subsection  4(e)  hereof.   Upon  termination  pursuant  to  this
Subsection  4(g), Riley's right to receive all other compensation
or  benefits  shall immediately terminate except as  provided  in
this Subsection 4(g) or in Section 6.
Example:   On January 1, 1995, Individual A, a person other  than
Riley,  owns 2.42% of the total outstanding voting securities  of
Parent.   Thereafter, Individual A commences  a  series  of  open
market  purchases, and on March 3, 1996 for the  first  time  his
holdings exceed 27.42% of the total outstanding voting securities
of  Parent.

                                  -7-



Riley may terminate his employment with Employer  at
any  time from March 3, 1996 through March 3, 1998, and upon such
termination  shall be entitled to the amounts set forth  in  this
Subsection 4(g).

     5. CONDUCT OF RILEY.  Riley understands and agrees that the
business  ethics  of  Employer  and  personal  standards  of  its
employees must, at all times, be above reproach, and Riley agrees
to conduct himself in a manner to reflect credit upon Employer.

     6. RETIREMENT.

     (a) MONTHLY  BENEFITS.  Employer will after  Riley's
termination of employment with Employer for any reason or for  no
reason,   pay  to  Riley  or  his  designee  retirement  benefits
(calculated  as  provided  below) in equal  monthly  installments
commencing on the first day of the month following the  later  to
occur of (i) the date of such termination of employment, or  (ii)
Riley's  55th  birthday (whether or not he is then living).  Each
monthly installment of retirement benefits shall be in an  amount
equal  to  one-twelfth (1/12) of the percentage of Riley's  Total
Compensation  in  effect during the last year of  his  employment
with  Employer indicated opposite the latest date set forth below
preceding the date of termination of his employment:

Date Percentage of Total Compensation - --------------- -------------------------------- January 1, 1995 10% January 1, 1996 15% January 1, 1997 20% January 1, 1998 25% January 1, 1999 35% January 1, 2000 40% January 1, 2001 45% January 1, 2002 50%
-8- Retirement benefits paid pursuant to this Subsection 6(a) shall be paid to Riley for his life, provided, however, that in the event of his death prior to age seventy-five (75), such retirement benefits, reduced by 50%, shall be paid (or shall continue, as the case may be) to Riley's spouse until the first to occur of (i) the death of Riley's spouse, or (ii) the first day of the month in which Riley would have attained age seventy- five (75). In addition, on each anniversary of the date of the first payment of retirement benefits pursuant to this Subsection 6(a), Employer shall increase the amount of such retirement benefits payable on and after such anniversary date by a percentage equal to the percentage increase in the Consumer Price Index For All Urban Consumers for the twelve (12) month period then ended. In the case of termination of employment under Subsection 4(f), the Total Compensation amount used for the above- mentioned formula shall not be affected by the 50% reduction referred to in Subsection 4(f). For purposes hereof, "TOTAL COMPENSATION" for any year of employment with Employer shall mean the sum of (i) Riley's base salary from Employer or any Affiliate in effect during such year, plus (ii) the annualized amount of director's fees payable by Employer or any Affiliate to Riley during such year for services rendered by him. For purposes hereof, "AFFILIATE" shall mean (x) Asbury Associates, Inc. and (y) any other direct or indirect majority- or wholly-owned subsidiary of Employer. (b) HEALTH AND MEDICAL BENEFITS. In addition to the benefits referred to in Subsection 6(a) hereof, if Riley remains in -9- the employ of Employer until the first to occur of (i) Riley's 55th birthday, or (ii) Riley's death, Employer, after termination of Riley's employment with Employer for any reason or for no reason, shall maintain in full force and effect for the continued benefit of Riley and his spouse all health and medical plans and programs which Employer maintains for its senior executives and their families, provided that such participation is permitted under the general provisions of such plans and programs, and provided further that the benefits under such plans and programs shall be secondary to any governmentally provided benefits. In the event that Riley's or his spouse's participation in any such plan or program is barred or otherwise not permitted, Employer shall provide health and medical benefits to Riley and his spouse substantially similar to those from which he or she was barred or in which he or she was otherwise not permitted to participate. Employer shall provide such benefits to Riley and his spouse for their respective lives. Employer may self-insure such benefits or may purchase individual policies or plans to provide such benefits. Such benefits shall be in lieu of and not in addition to benefits, if any, to which Riley would otherwise be entitled under Subsection 4(f) hereof. If, while eligible for benefits under this Subsection 6(b), Riley becomes employed by any person and becomes eligible for health and medical benefits under such employer's health plan, Employer shall be relieved, during the period of such employment, and to the extent of the benefits for which Riley and his spouse are eligible -10- under such employer's plan, of the obligation to provide the health and medical benefits described in this Subsection 6(b). 7. COVENANTS OF RILEY. (a) CONFIDENTIALITY. During and after the term of this Agreement or any extension thereof, Riley shall not make any use, for his own benefit or for the benefit of any person or entity other than Employer, of any customer information, price information, supplier information, trade secrets or any other information or data of or pertaining to Employer, its business or financial affairs made available to him in the course of his employment with Employer and not generally known in the industry. Upon termination of the term of this Agreement or any extension thereof, for any reason (including expiration of the term, resignation, disability, or discharge with or without cause), Riley shall promptly surrender to Employer any and all such information, trade secrets, data and all other files, records and other material of or pertaining to Employer, its business and financial affairs. (b) RESTRICTIONS FOLLOWING CESSATION OF EMPLOYMENT. If (1) Riley voluntarily terminates his employment prior to the Expiration Date and such termination is not under the circumstances described in Subsection 4(c) or 4(d) above, or (2) Employer terminates Riley's employment pursuant to Subsection 4(b), then, in either of such events, for a period of twenty-four (24) months commencing on the date of such termination of employment, Riley will not, directly or indirectly, do any of the following: -11- (i) engage in or in any manner be associated, whether as an officer, director, stockholder, partner, owner, employee or consultant, with the operation, management, conduct or ownership of any business which competes with any business conducted by Employer at the time Riley ceases to be employed by Employer, except that Riley shall not be prohibited from owning not in excess of 2% of the voting power of such competing business; (ii) solicit or accept orders for, or be employed by or associated in business with any person who solicits or accepts orders for, commercial food preparation equipment from (A) any person who was a customer of Employer at the time Riley ceased to be employed by Employer, or (B) any person with whom Employer was negotiating a customer relationship at the time Riley ceased to be employed by Employer and who becomes a customer of Employer within three (3) months after the date Riley ceased to be employed by Employer; (iii) employ or otherwise associate in business with any person who is or was an employee or officer of Employer until one (1) year after the cessation of the employment of such person with or by Employer; or (iv) induce any person who is an employee, officer, agent or consultant of Employer to terminate said relationship. -12- (c) ACKNOWLEDGMENT. Riley acknowledges that (i) he has carefully considered the nature and scope of the foregoing restrictions; (ii) such restrictions protect only the legitimate proprietary interests of Employer; and (iii) enforcement of such restrictions will not preclude Riley from finding employment suited to his training and experience. (d) INJUNCTIVE RELIEF. Riley agrees that his breach of any of the provisions of this Section 7 may cause Employer irreparable damage, and that in the event of such breach Employer is entitled to injunctive relief in addition to damages and any other relief that may be appropriate. (e) INDEPENDENT COVENANTS. The covenants of Riley contained in this Section 7 shall each be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Riley against Employer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Employer of such covenants. 8. AMENDMENT. This Agreement may be modified or amended only by a written instrument executed by Employer and Riley. 9. LAW GOVERNING. This Agreement shall be governed by and construed under the laws of the State of Illinois, regardless of the residence of Riley or the location of any legal action brought to enforce this Agreement. Riley and Employer recognize and agree that this Agreement will be performed partly or wholly in the State of Illinois and therefore recognize and agree that any -13- action arising out of any breach of this Agreement may be maintained in the courts of the State of Illinois. 10. MISCELLANEOUS. (a) This Agreement shall be binding upon, and inure to the benefit of and be enforceable by, Employer and its successors and assigns. This Agreement shall inure to the benefit of Riley's heirs, legatees, legal representatives and any beneficiary of his designated pursuant to the provisions hereof, but neither this Agreement nor any right or interest hereunder shall be assignable by Riley without Employer's prior written consent. (b) Payments by Employer to Riley pursuant to the provisions of this Agreement shall be in addition to, and not in lieu of, any bonuses that he may receive in accordance with the compensation policies and practices of Employer and any benefits to which he may be entitled under any employee benefit plan of Employer. However, this Agreement shall in no event guarantee the payment to Riley of any bonuses, benefits under employee benefit plans maintained by Employer, or any other amounts other than the payments specifically set forth herein. (c) Riley agrees that the terms and provisions of this Agreement are confidential and that he will not disclose any part thereof to any other person (other than his spouse and beneficiaries and his attorneys, accountants and advisors) without the written consent of Employer. (d) It is not the intention of either party to violate any public policy or statutory or common law, and if any covenant -14- or condition of this Agreement is held to violate applicable law or is otherwise held to be unenforceable by a court of competent jurisdiction, the parties agree and it is their desire that such court shall substitute in its place a judicially enforceable covenant or condition as similar as possible to the original, and that as so modified the covenant or condition shall be binding upon the parties as if originally set forth herein. (e) No term or condition of this Agreement shall be deemed to have been waived nor shall there be any estoppel to enforce any provision of this Agreement except by written instrument of the party charged with such waiver or estoppel. (f) This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original. (g) All notices required or permitted to be given hereunder shall be in writing and shall be deemed to have been delivered when delivered personally or deposited in the United States mail, certified mail, postage prepaid, addressed as follows: If to Employer: The Middleby Corporation 1400 Toastmaster Drive Elgin, Illinois 60120 Attention: William F. Whitman, Jr., Chairman of the Board If to Riley: David P. Riley 518 East Kenilworth Lane Schaumburg, Illinois 60193 or to such other address as either party may designate for itself by notice as above provided. -15- 8. ENTIRE AGREEMENT. This Agreement supersedes all prior agreements between the parties hereto relating to the subject matter hereof, and constitutes the entire agreement of the parties hereto relating to the subject matter hereof. However, nothing in this Agreement is intended or shall be interpreted to reduce the rate or eliminate any portion of Riley's compensation or benefits in effect under the Original Agreement immediately prior to the date hereof. 9. JOINT AND SEVERAL. The liability hereunder of the Parent and the Subsidiary shall be joint and several. IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written. THE MIDDLEBY CORPORATION and MIDDLEBY MARSHALL INC. By: /s/ William F. Whitman, Jr. ----------------------------- William F. Whitman, Jr. Chairman /s/ David P. Riley ----------------------------- DAVID P. RILEY -16- EXHIBIT A 1. The use of a current model automobile comparable in quality and features historically provided to Riley, the costs of acquisition, maintenance, use and insurance of which shall be borne by Employer. 2. The initiation fees, dues and expenses of Riley's membership in two country clubs and such luncheon clubs as he may determine are necessary or appropriate in connection with his employment hereunder. 3. The costs of a term insurance policy on Riley's life, payable to such beneficiary or beneficiaries as Riley may designate, in an amount equal to two times Riley's base salary.


                    THE MIDDLEBY CORPORATION
                      RETIREMENT PLAN FOR
                     INDEPENDENT DIRECTORS


     THIS PLAN is adopted as of January 1, 1995 (the "Effective
Date") by The Middleby Corporation, a Delaware corporation (the
"Company"), for the benefit of its qualifying "Independent
Directors."

     WHEREAS, in consideration of the good and valuable services
to be rendered to the Company by Independent Directors and in
order to offer the Independent Directors a package of
remuneration that is competitive with that which they could
expect to secure as directors elsewhere in the Company's
industry, the Company desires to offer Independent Directors this
Retirement Plan; and

     WHEREAS, the Company intends that this Plan will be
structured so that Independent Directors will not be subject to
income tax liability with respect to their rights to retirement
benefits until payments are actually received;

     NOW THEREFORE, the Company promises as follows:

     1. ELIGIBLE DIRECTORS.  Every director of the Company will
become a "Participant" in this Plan on the first date on which he
or she concurrently: (i) holds the office of a director; and (ii)
is not an employee of the Company or any of the Company's
subsidiaries, or the Company's parent or any subsidiaries of the
Company's parent ("Affiliates").  A director will be referred to
as an "Independent Director" herein when he or she meets both of
the preceding requirements concurrently.  If an Independent
Director loses his or her status as such by virtue of becoming an
employee of the Company or an Affiliate, he or she will lose the
status of a Participant hereunder until such time as he or she
again becomes an Independent Director.

     2. ELIGIBILITY FOR BENEFITS.  Each Participant will become
entitled to benefits under this Plan when he or she retires from
the Board at the annual meeting following the date he or she
attains age 70; provided, however, that if a director had
attained age 70 prior to the Effective Date, he or she will be
entitled to benefits hereunder upon his or her retirement from
the Board.  Only those who are Independent Directors at the time
of such retirement will be eligible for benefits hereunder.



     3. BENEFITS PAYABLE.  Each Participant who becomes
entitled to benefits hereunder will be paid, each calendar
quarter, 25% of his or her last annual retainer received prior to
retirement.  "Last annual retainer" will mean the annual rate of
the retainer payable in the year of the Participant's retirement
from the Board and not the retainer payments actually made to the
Participant in the twelve months immediately preceding retirement
unless, coincidentally, the Participant's retirement coincides
with the end of a year over which retainer rates are set.  Fees
received for acting as a committee chairperson will not be
included as part of the Participant's "Last annual retainer."
Payments hereunder will be made on the first day of each calendar
quarter beginning with the calendar quarter that begins with or
next follows the date of the Participant's retirement from the
Board.  Payments will be made over a period equal in length to
the number of full "Years of Service" rendered by the Participant
to the Company as an Independent Director.

     4. YEARS OF SERVICE.  For the purposes of paragraph 3 and
as a limitation on the period over which payments hereunder will
be made, no more than ten Years of Service as an Independent
Director will be taken into account.  For the purpose of
calculating benefits, Years of Service will be measured in 365-
day periods beginning with the date on which the Participant
first becomes an Independent Director and ending on the date he
or she retires from the Board.  Only the last period of
uninterrupted service as an Independent Director will be
considered for determining a Participant's Years of Service and
service as an Independent Director that preceded a period of
service as an employee/director will be ignored.  Periods of
service as an Independent Director that were performed prior to
the Effective Date will be considered Years of Service hereunder,
subject to the other rules contained herein.

     5. SURVIVOR'S RIGHTS.  There will be no survivor's rights
under this Plan and if a Participant should die before all
payments owed under paragraph 3 are made, the Company will have
no further obligation to make any additional payments hereunder
with respect to that Participant.

     6. FORFEITURES.  If a Participant ceases to be a director
of the Company prior to attaining age 70 and for any reason
including, but not limited to death, disability, contraction of
the size of the Board, liquidation of the Company without a
successor in interest, resignation or failure to be reelected,
nothing will be owed to him or her under this Plan.  If a
Participant attains pay status and the Company subsequently
determines that he or she breached a fiduciary duty to the
Company or its Affiliates while acting as a director, or
committed fraud or an act of gross misconduct against the Company
or any of its affiliates while an employee of the same, nothing
will thereafter be owed to such Participant or his/her
beneficiary hereunder.

     7. NO FUNDING, NO ALIENATION.  The Company will not be
obligated to make any investment or to set aside any funds to
discharge its obligation hereunder.  If the Company does decide
to make investments or set aside funds to facilitate its obligation


                                     2


to pay benefits, the Participants and their
beneficiaries will not have a special or preferred interest in
such investment assets.  Those assets will not be registered in
the Participants' names and will always remain the property of
the Company, even after Participants becomes entitled to payments
of benefits.  The Participants' rights and the rights of their
beneficiaries under this Plan will be no greater than those of
any other general unsecured creditor of the Company.  The
Participants and their beneficiaries may not assign, pledge,
encumber or in any other way attempt to anticipate their rights
under this Plan, and any attempt to do so will not bind the
Company and will not be honored by the Company.

     8. CHANGE IN CORPORATE FORM.  Subject to the provisions of
paragraph 9, this Plan shall be binding upon the Company and upon
its successor in interest after any merger, acquisition of the
Company, entry into receivership or other reorganization;
provided, however, that in anticipation of a merger of the
Company with, or an acquisition of the Company by an entity that
is not controlled by the individuals who or entity(ies) that
control the Company prior to such merger or acquisition, the
Company may, in its discretion, discharge its obligation to make
payments hereunder through an immediate lump sum payment.

     9. WITHHOLDING AND PAYROLL TAXES.  The gross amounts that
are described above as amounts owed by the Company will be
reduced by any required income, payroll or other tax withholding,
the ultimate incident to which is imposed by law upon the payee.

     10. AMENDMENT AND TERMINATION.  The provisions of this Plan
may be amended and the Plan may be terminated by the Company, but
only in a writing and only with respect to future accruals of
benefits, such that the effect of an amendment will be to
terminate future crediting of additional Years of Service and a
Participant's entitlement to benefits will be determined by his
or her status as an Independent Director upon attaining age 70
and retiring.

     11. MISCELLANEOUS.

(a)  Nothing in this Plan will give the Participant a separate
right to continued status as a director of the Company.

(b)  Nothing in this Agreement will be deemed as the Company's
guarantee or promise to any Participant of any particular tax
treatment for the credits or payments referred to herein.

(c)  This Agreement will be construed and governed under the laws
of the State of Illinois.


                                     3


(d)  Any notice, election or communication referred to herein
will be in writing and will be hand delivered or mailed to the
last known address of the recipient.

(e)  This Plan will not affect or impair the rights and
obligations of the parties under any other contract or
arrangement entered into between them: provided, however, that
amounts credited to Participants hereunder will not be considered
part of their compensation for the purposes of the Company's
pension, profit-sharing, 401(k), life insurance, long term
disability, vacation, bonus or other relevant program under which
benefits are calculated in reference to compensation.



                                   THE MIDDLEBY CORPORATION


                                   By: /s/ David P. Riley
                                       -----------------------
                                           David P. Riley
                                   Its President and
                                   Chief Executive Officer

                                     4




                                                                      Exhibit II

                                  CONFIDENTIAL

                            THE MIDDLEBY CORPORATION
                            MANAGEMENT INCENTIVE PLAN
                                 CORPORATE STAFF
                                      1995

ELIGIBILITY

To be eligible, an employee must be employed by the Company on the last day of
the fiscal year and have been in such incentive position a minimum of six (6)
months. If the employee works in such position for the minimum of six (6)
months, but less than twelve (12) months, the incentive compensation will be
prorated (i.e., seven months = 7/12). Incentive compensation is computed on the
employee's base salary as of the beginning of the year (January 1, 1995).

INCENTIVE PAYMENTS

Incentive compensation will be paid upon completion of the audited fiscal year
results of the Company, usually on or about March 1. Incentive compensation
awards under the 1995 Management Incentive Plan for certain positions are
subject to the conditions of The Middleby Corporation Stock Ownership Plan.

INCENTIVE CATEGORY

The incentive compensation will be based on the achievement of the following
category versus defined objective levels:

EARNINGS BEFORE INTEREST AND TAXES (EBIT) - Defined as Operating Profit less
other income or expense. EBIT includes the expense of the corporate and
operating division incentive compensation pools and excludes the expenses of The
Middleby Corporation entity. It is the intent of the Company that incentive
compensation is to be self-funded at the operating division level.

INCENTIVE COMPUTATION

The incentive compensation award will be computed based on the achieved level of
the objective (i.e. EBIT) and the designated percentage of the participant's
base salary. If the achieved level is between the plateaus, an extrapolation of
the percentage of salary will be computed.

The percentage of base salary (as of January 1, 1995) for incentive compensation
if 100% of the 1995 MIP objective is achieved and the maximum percentage for
your position are detailed on Attachment I.

INCENTIVE OBJECTIVES

Attachment II provides the MIP objective for the current fiscal year. The
objectives are correlated with the Operating Plan. A percentage of incentive
achievement for each objective is set for each level of the above categories.
These percentages do not necessarily increment or decrement in an arithmetical
progression.




                                        2

ATTACHMENT I

                            THE MIDDLEBY CORPORATION
                         1995 MANAGEMENT INCENTIVE PLAN

LEVEL: CORPORATE EXECUTIVE VICE PRESIDENT

PERCENT OF BASE SALARY (AS OF 1/1/95) IF 100% ACHIEVEMENT- 50%

MAXIMUM PAYOUT AS PERCENT OF BASE SALARY - 100%

INCENTIVE CATEGORY WEIGHTING-

     EBIT- 100%

AWARD IS SUBJECT TO THE CONDITIONS OF THE MIDDLEBY CORPORATION STOCK OWNERSHIP
PLAN

- -------------------------------------------------------------------------------

LEVEL: CORPORATE VICE PRESIDENT

PERCENT OF BASE SALARY (AS OF 1/1/95) IF 100% ACHIEVEMENT- 30%

MAXIMUM PAYOUT AS PERCENT OF BASE SALARY- 60%

INCENTIVE CATEGORY WEIGHTING-

    EBIT-  100%

AWARD IS SUBJECT TO THE CONDITIONS OF THE MIDDLEBY CORPORATION STOCK OWNERSHIP
PLAN




                                        3

ATTACHMENT II

1995 MIP OBJECTIVES EBIT OBJECTIVE ($000'S) EBIT $ EVP'S VP'S -------- ----- ----- 1994 ACTUAL $ 7,993 1995 MIP 100% OBJECTIVE $10,000 % OF SALARY IF AT 100% MIP OBJECTIVE 50% 30% MAXIMUM BONUS % OF SALARY 100% 60% OBJECTIVE LEVELS/% OF BASE SALARY $ 6,750 5% 3% 7,250 10% 6% 7,750 20% 12% 8,500 30% 18% 9,250 40% 24% 10,000 50% 30% 10,400 60% 36% 10,800 70% 42% 11,200 80% 48% 11,600 90% 54% 12,000 100% 60%
 


5 3-MOS DEC-30-1995 APR-01-1995 1,556,000 0 18,411,000 0 25,017,000 45,925,000 36,139,000 12,879,000 82,879,000 26,507,000 45,119,000 83,000 0 0 9,333,000 82,879,000 34,994,000 34,994,000 25,276,000 25,276,000 7,204,000 0 1,184,000 1,132,000 389,000 743,000 0 0 0 743,000 .09 .09