A  BALX4XD     DIET.





                         Exhibit  A

                               UNITED STATES OF AMERICA
                              FEDERAL TRADE COMMISSION


__________________________________________)
        In the Matter of                              ))
CAMPBELL MITHUN LLC,                                  )       DOCKET NO.
        a corporation.                                )
__________________________________________)


                                           COMPLAINT

        The Federal Trade Commission, having reason to believe that Campbell Mithun LLC, a
corporation ("respondent"), has violated the provisions of the Federal Trade Commission Act,
and it appearing to the Commission that a proceeding by it in respect thereof would be in the
public interest, alleges:

1.      Respondent Campbell Mithun LLC is a Delaware corporation with its principal office or
place of business at 222 South Ninth Street, Minneapolis, Minnesota, 55402.

2.      Respondent, at all times relevant to this complaint, was an advertising agency of
Interstate Bakeries Corporation and prepared and disseminated advertisements to promote the
sale of Wonder Bread.  Wonder Bread is a "food" within the meaning of Sections 12 and 15 of
the Federal Trade Commission Act.

3.      The acts and practices of respondent alleged in this complaint have been in or affecting
commerce, as "commerce" is defined in Section 4 of the Federal Trade Commission Act.

4.      Respondent has prepared and disseminated or caused to be disseminated advertisements
for Wonder Bread, including, but not necessarily limited to, the attached Exhibit A.  These
advertisements contain the following statements and depictions:

        A.      "PROFESSOR WONDER:  Moms know calcium helps build strong
                bones.  But did you know it helps build strong minds, too? *  Neurons in
                your brain need calcium to transmit signals.  Without it, they can be, well,
                a little slow.  [Inside Missy's brain, Professor Wonder sees tired neurons
                that have obviously not gotten enough calcium]  Let's see what happens
                when you give them soft, delicious Wonder Bread.  [Professor Wonder,
                with the help of Mom, constructs a demonstration that will allow Missy to
                get her calcium.]  A good source of calcium with vitamins and minerals.
                WOMAN:  [After Missy takes a bite of her sandwich, Mom directs Missy to do
                her homework in order to show how well the calcium worked.  Professor Wonder



               looks into her brain again.]  Missy, go do your homework.  [Inside Missy's brain
               we see lively, active neurons.]
               NEURON: Let's go, guys, time to do homework.

                     ANALYSIS OF PROPOSED CONSENT ORDER
                           TO AID PUBLIC COMMENT

          In the Matter of Campbell Mithun LLC, File No. 012 3182

   The Federal Trade Commission has accepted, subject to final approval,
   an agreement containing a consent order from Campbell Mithun LLC
   (Campbell), an advertising agency.

   The proposed consent order has been placed on the public record for
   thirty (30) days for receipt of comments by interested persons.
   Comments received during this period will become part of the public
   record. After thirty (30) days, the Commission will again review the
   agreement and the comments received, and will decide whether it should
   withdraw from the agreement or make final the agreement's proposed
   order.

   This matter involves allegedly unsubstantiated representations made on
   television advertising about the effects of the calcium in Wonder
   Bread on children's memory and brain function. Campbell was the
   advertising agency that created these commercials. According to the
   FTC complaint, Campbell made unsubstantiated claims that as a good
   source of calcium, Wonder Bread helps children's minds work better and
   helps children remember things. The complaint further alleges that the
   ad agency knew or should have known that the claims were
   unsubstantiated.

   The proposed consent order contains provisions designed to prevent
   Campbell from engaging in similar acts and practices in the future.
   Part I of the proposed order prohibits Campbell from making any
   unsubstantiated claim (a claim lacking competent and reliable
   scientific evidence) that as a good source of calcium, Wonder Bread
   helps children's minds work better, or as a good source of calcium,
   Wonder Bread helps children remember things.

   Part II of the order requires Campbell to have competent and reliable
   scientific evidence for any claim that any bread, bread product, rolls
   or muffins or any of their ingredients, helps brain function or
   memory, or can treat, cure or prevent any disease or related health
   condition. Part II also provides that a mere statement that a product
   contains a particular vitamin or mineral will not, without more, be
   considered for purposes of this order a representation that the
   product can treat, cure or prevent any disease or related health
   condition.

   Part III of the order notes that this order does not prohibit Campbell
   from making any claim that is specifically permitted in labeling
   pursuant to the Nutrition Labeling and Education Act of 1990. Parts IV

                                                UNITED STATES OF AMERICA
                                               FEDERAL TRADE COMMISSION

                                                                                    )
           In the Matter of                                                        ))       FILE
CAMPBELL MITHUN LLC,                                                               )
           a corporation.                                                          )       
                                                                                   )        CONSENT
                                                                                    )


           The Federal Trade Commission has conducted an investigation of certain acts and
practices of Campbell Mithun LLC, a corporation ("proposed respondent").  Proposed
respondent, having been represented by counsel, is willing to enter into an agreement containing
a consent order resolving the allegations contained in the attached draft complaint.  Therefore,

           IT IS HEREBY AGREED by and between Campbell Mithun LLC, by its duly
authorized officers, and counsel for the Federal Trade Commission that:

1.         Proposed respondent Campbell Mithun LLC is a Delaware corporation with its principal
office or place of business at 222 South Ninth Street, Minneapolis, Minnesota, 55402.

2.         Proposed respondent admits all the jurisdictional facts set forth in the draft complaint.

3.         Proposed respondent waives:

           a.          Any further procedural steps;

           b.          The requirement that the Commission's decision contain a statement of
                       fact and conclusions of law; and

           c.          All rights to seek judicial review or otherwise to challenge or contest the
                       of the order entered pursuant to this agreement.

4.         This agreement shall not become part of the public record of the proceeding unless and
until it is accepted by the Commission.  If this agreement is accepted by the Commission, it,
together with the draft complaint, will be placed on the public record for a period of thirty (30)
days and information about it publicly released.  The Commission thereafter may either withdraw
its acceptance of this agreement and so notify proposed respondent, in which event it will take
such action as it may consider appropriate, or issue and serve its complaint (in such form as the
circumstances may require) and decision in disposition of the proceeding.



5.      This agreement is for settlement purposes only and does not constitute an admission by
proposed respondent that the law has been violated as alleged in the draft complaint, or that the
facts as alleged in the draft complaint, other than the jurisdictional facts, are true.

6.      This agreement contemplates that, if it is accepted by the Commission, and if such