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                                                                    EXHIBIT 4.9


         SECOND SUPPLEMENTAL INDENTURE dated as of February 26, 1999 among FRESH
FOODS, INC., a North Carolina corporation (the "Company"), STATE STREET BANK AND
TRUST COMPANY, a Massachusetts trust company (the "Trustee"), as Trustee under
the Indenture dated as of June 9, 1998 among the Company, each of several
subsidiaries of the Company and the Trustee, as supplemented by the First
Supplemental Indenture dated as of September 5, 1998 among the Company, the
Trustee and Pierre Leasing, LLC, a North Carolina limited liability company (the
"Indenture," capitalized terms defined therein and not otherwise defined herein
being used herein as defined therein), and FRESH FOODS RESTAURANT GROUP, LLC, a
Delaware limited liability company (the "Additional Guarantor").

         WHEREAS, Section 10.07 of the Indenture states that the Company will
cause any Person that becomes a Restricted Subsidiary to guarantee the Company's
obligations under the Indenture and the Notes to the same extent that the
Guarantors have guaranteed the Company's obligations under the Indenture and the
Notes; and

         WHEREAS, the parties to this Second Supplemental Indenture desire to
implement Section 10.07 of the Indenture as it relates to the Additional
Guarantor, which is a Person that has become a Restricted Subsidiary since the
date of execution and delivery of the Indenture;

         NOW, THEREFORE, for good and valuable consideration, the sufficiency
and receipt of which is hereby acknowledged, the parties to this Second
Supplemental Indenture covenant and agree among themselves as follows for the
equal and proportionate benefit of the Noteholders:


                                    ARTICLE 1
                              ADDITIONAL GUARANTEE

         The Additional Guarantor hereby guarantees the Company's obligations
under the Indenture and the Notes to the same extent that the Guarantors have
guaranteed the Company's obligations under the Indenture and the Notes. With
specific reference to Article 10 of the Indenture but without limiting the
generality of the foregoing, the Additional Guarantor hereby unconditionally and
irrevocably guarantees to each Holder and to the Trustee and its successors and
assigns (a) the full and punctual payment of principal of, premium, if any, and
interest and Liquidated Damages, if any, on the Notes when due, whether at
maturity, by acceleration, by redemption or otherwise, and all other monetary
obligations of the Company under the Indenture and the Notes and (b) the full
and punctual performance within applicable grace periods of all other
obligations of the Company under the Indenture and the Notes, in each case to
the extent, but only to the extent, that such obligations are guaranteed by the
Guarantors pursuant to the Indenture, all as if the Additional Guarantor were a
Guarantor party to the Indenture.



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                                    ARTICLE 2
                                  MISCELLANEOUS

         SECTION 2.01. AUTHORIZATION AND EFFECT OF SUPPLEMENTAL INDENTURE. This
Second Supplemental Indenture is executed by the Company, the Trustee and the
Additional Guarantor pursuant to Section 9.01(d) of the Indenture. The terms and
conditions of this Second Supplemental Indenture shall be deemed to be part of
the Indenture for all purposes. The Indenture, as supplemented by this Second
Supplemental Indenture, is in all respects hereby adopted, ratified and
confirmed.

         SECTION 2.02. MULTIPLE ORIGINALS. The parties may sign any number of
copies of this Second Supplemental Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement. One signed copy
is enough to prove this Second Supplemental Indenture.

         SECTION 2.03. DISCLAIMER BY TRUSTEE. The Trustee assumes no
responsibility for the correctness of the recitals herein contained, which shall
be taken as the statements of the Company and the Additional Guarantor. The
Trustee makes no representations and shall have no responsibility as to the
validity or sufficiency of this Second Supplemental Indenture or the due
authorization and execution hereof by the Company or the Additional Guarantor.

         SECTION 2.04. GOVERNING LAW. This Second Supplemental Indenture shall
be governed by, and construed in accordance with, the laws of the State of New
York applicable to agreements made and to be performed in the State of New York.


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         IN WITNESS WHEREOF, the parties have caused this Second Supplemental
Indenture to be duly executed as of the date first written above.


                         FRESH FOODS, INC.


                         By: /s/ JAMES E. HARRIS
                             -----------------------------------
                              Name: James E. Harris
                              Title: Executive Vice President


                         STATE STREET BANK AND TRUST COMPANY, as Trustee


                         By: /s/ PAUL D. ALLEN
                             -----------------------------------
                             Name: Paul D. Allen
                             Title: Vice President


                         FRESH FOODS RESTAURANT GROUP, LLC

                         By: CLAREMONT RESTAURANT GROUP, LLC,
                             Sole Member-Manager

                             By: FRESH FOODS, INC.,
                                 Sole Member-Manager


                                 By: /s/ JAMES E. HARRIS
                                     ------------------------------
                                     Name:  James E. Harris
                                     Title:   Executive Vice President





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