Amendment No. 3 to Amended and Restated Employment Agreement of William F. Whitman, Jr.

                                                                   Exhibit 10(A)

                               Amendment No. 3 to
                    Amended and Restated Employment Agreement
                           of Xxxxxxx X. Xxxxxxx, Xx.

      This Amendment No. 3 is made as of April 16, 2002 by and among THE
MIDDLEBY CORPORATION, a Delaware corporation, MIDDLEBY MARSHALL INC., a Delaware
corporation (collectively the "Employer") and XXXXXXX X. XXXXXXX, XX.
("Xxxxxxx").

                                     RECITAL

      Employer and Xxxxxxx are parties to that certain Amended and Restated
Employment Agreement dated as of January 1, 1995 (the "1995 Agreement") as
amended by Amendment No. 1 dated January 1, 1998 and Amendment No. 2 dated
January 1, 2001 (as so amended, the "Employment Agreement") and wish to amend
the Employment Agreement as provided hereinbelow.

                                    AGREEMENT

      NOW THEREFORE the parties agree as follows:

1.    Section 2 of the 1995 Agreement, as amended by Amendment No. 1 and
      Amendment No. 2, is hereby further amended by deleting the date "December
      31, 2005" and substituting therefor the date "December 31, 2006".

2.    Except as above amended, the Employment 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
               AND                                     -----------------------
        MIDDLEBY MARSHALL INC.                         XXXXXXX X. XXXXXXX, XX.

  By:   -----------------------
         President and Chief
         Executive Officer