AMENDED EMPLOYMENT AGREEMENT BETWEEN OVERHILL FARMS AND JOHN L.
DATED MAY 18, 2005
May 18, 2005
Mr. John Steinbrun:
This letter shall serve as the formal confirmation of an amendment to the terms of your employment agreement
with Overhill Farms, Inc. (the "Company") as Senior Vice President - Chief Financial Officer. The terms of your
employment, which commenced on April 1, 2003, are set forth in the letter agreements dated April 3, 2003 and
October 30, 2003 executed by the Company and countersigned by you. This letter shall serve as an agreement
between you and the Company to modify and amend certain provisions of your employment agreement contained
in the April 3, 2003 and October 30, 2003 letter agreements as specifically set forth herein.
Your initial title was Senior Vice President - Chief Financial Officer. Effective as of May 1, 2005, your title will
be Senior Vice President - Chief Financial Officer and Chief Operating Officer. The term of your employment
will be extended from the termination date of April 30, 2005 set forth in the October 30, 2003 agreement to
April 30, 2006.
The remaining terms and conditions of your employment with the Company will remain unchanged as set forth in
the April 3, 2003 and October 30, 2003 letter agreements, including, without limitation, your annual salary of
$250,000 your automobile allowance of $600 per month and your two weeks paid vacation per year. Upon
termination of your employment you will be entitled to receive all accrued compensation owed you by the
Company as of the date of termination that has not been paid, if any, including monetary compensation, accrued
but unused vacation and sick leave pay, any reimbursement owed to you by the Company for reasonable and
necessary business expenses previously incurred, all amounts vested as of the date of termination pursuant to any
Company Profit Sharing Plan and all other benefits not specified herein to which you would be entitled as of date
of termination. Your pe