AMENDMENT NO. 1 TO
                   AMENDED AND RESTATED EMPLOYMENT AGREEMENT
                           OF WILLIAM F. WHITMAN, JR.


     This Amendment No. 1 is made as of January 1, 1998 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").

                                       
                                    RECITAL

     Employer and Whitman are parties to that certain Amended and Restated 
Employment Agreement dated as of January 1, 1995 (the "1995 AGREEMENT") and 
wish to amend and extend the 1995 Agreement as provided hereinbelow.


                                   AGREEMENT

     NOW THEREFORE the parties agree as follows:

1.   Section 2 of the 1995 Agreement is hereby amended by deleting the date 
     "December 31, 2000" and substituting therefor the date "December 31, 
     2003".

2.   Section 4(a) of the 1995 Agreement is hereby amended by adding 
     immediately after the first sentence the following sentence:

          Commencing January 1, 1998 Whitman's base salary shall be at a rate 
          not less than $414,815 per annum.

3.   Section 7 of the 1995 Agreement is hereby amended by adding immediately  
     after Subsection 7(c) a new Subsection 7(d) to read as follows:

          (d)  NON-ASSIGNABILITY.   The retirement benefits provided
               under Subsection 7(a) are non-assignable.

4.   Section 14 of the 1995 Agreement is hereby amended to read as follows:

          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 
          when received, or if sooner, (a) two business days after date 
          mailed at any general or branch United States Post Office enclosed 
          in a registered or certified post-paid envelope, or (b) one 
          business day 



          after the date of delivery to a recognized overnight courier, in 
          either case addressed to the respective parties as follows:

               To Employer:   The Middleby Corporation
                              2850 W. Golf Road
                              Suite 405
                              Rolling Meadows, IL 60008
                              Attn: President

               To Whitman:    William F. Whitman, Jr.
                              Belfair Plantation
                              18 West Cottage Circle
                              Bluffton, South Carolina 29910

          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.

5.   Except as above amended and extended, the 1995 Agreement shall remain in 
     full force and effect.

     IN WITNESS WHEREOF the parties hereto have executed this instrument as of
the day and year first above stated.


THE MIDDLEBY CORPORATION

By:__________________________      _____________________________
     President and Chief              WILLIAM F. WHITMAN, JR.
     Executive Officer


MIDDLEBY MARSHALL INC.

By:__________________________
     President and Chief
     Executive Officer


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