EXHIBIT 10.35


                          TWELFTH AMENDATORY AGREEMENT


                  This TWELFTH AMENDATORY AGREEMENT, dated as of April 10, 1997,
is among FARM FRESH, INC., a Virginia corporation (the "Borrower"), the
guarantors parties to the Credit Agreement referred to below (the "Guarantors"),
the lenders parties to the Credit Agreement referred to below (the "Lenders"),
and FLEET BANK, N.A. (as successor to NatWest USA Credit Corp.), as agent (the
"Agent") for the Lenders thereunder.

                  PRELIMINARY STATEMENTS:

                  (1) The Borrower, the Guarantors, the Lenders and the Agent
have entered into a Revolving Credit Agreement dated as of December 10, 1993 (as
amended to date, the "Credit Agreement"); the terms defined therein being used
herein as therein defined unless otherwise defined herein.

                  (2) The Borrower and the Lenders have, on the terms and
conditions stated below, agreed to amend certain of the terms of the Credit
Agreement as hereinafter set forth.

                  SECTION 1. Amendments to Credit Agreement. Effective as of the
date hereof and subject to the satisfaction of the conditions precedent set
forth in Section 2 hereof, the Credit Agreement is hereby amended as follows:

                  (a) The definition of "EBITDA" in Article I of the Credit
Agreement is hereby amended by adding the phrase "(for the fiscal year ended
December 28, 1996, an amount not to exceed $4,000,000)" immediately after the
phrase "and for each fiscal year thereafter, an amount, not to exceed $2,000,000
in the aggregate for any such fiscal year" in clause (vi) of such definition.

                  (b) Section 7.07 of the Credit Agreement is hereby amended by
deleting the table set forth therein and by substituting therefor the following
table:

                  "Period                                     Maximum Amount

Fiscal Year ending December 28, 1996                            $21,000,000

Fiscal Year ending December 27, 1997                            $6,000,000
and each Fiscal Year thereafter"

                  (c) Section 7.11 of the Credit Agreement is hereby amended by
deleting the table set forth therein and by substituting, in lieu thereof, the
following table:

                  "Date of Determination             Amount

                  December 28, 1996                  $37,000,000

                  March 22, 1997                     $38,000,000

                  June 14, 1997                      $37,500,000

                  September 6, 1997                  $37,500,000

                  December 27, 1997                  $40,000,000"

         SECTION 2. Conditions of Effectiveness. This Amendatory Agreement shall
be operative as of the date hereof but shall become effective when, and only
when, the Agent shall have received (x) counterparts of this Amendatory
Agreement executed by the Borrower, the Guarantors and the Lenders or, as to any
of said Lenders, advice satisfactory to the Agent that such Lender has executed
this Amendatory Agreement and (y) all of the following documents, each document
(unless otherwise indicated) being dated the effective date, in form and
substance satisfactory to the Agent:

                           (a)      a certificate of the Secretary or an
Assistant Secretary of the Borrower and the Guarantor certifying the names and
true signatures of their respective officers authorized to sign this Amendatory
Agreement and the other documents to be delivered hereunder;

                           (b)      a certificate signed by a duly authorized
officer of the Borrower stating that:

                           (i) the representations and warranties of the
                  Borrower as set forth in Article IV of the Credit Agreement
                  and in any documents delivered therewith, including the Loan
                  Documents, are true and correct on and as of the date of such
                  certificate as though made on and as of such date (except
                  insofar as such representations and warranties relate
                  expressly to an earlier date or are based on the accuracy of
                  schedules prepared as of a prior date),

                           (ii) the representations and warranties contained in
                  Section 3 hereof are correct on and as of the date of such
                  certificate as though made on and as of such date, and

                           (iii) after giving effect to this Amendatory
                  Agreement, no Default or Event of Default has occurred and is
                  continuing.

                           (c)      certified copies of (i) the resolutions of
the Board of Directors of the Borrower and of the Guarantor approving this
Amendatory Agreement and (ii) all documents evidencing other necessary corporate
action and governmental approvals, if any, with respect to this Amendatory
Agreement and the matters contemplated hereby; and

                           (d)      a favorable opinion of Kaufman & Canoles,
counsel for the Borrower and the Guarantor, in a form reasonably acceptable to
the Agent and Lenders.

                  SECTION 3.  Representations and Warranties of the Borrower.
The Borrower represents and warrants as follows:

                           (a)      The execution, delivery and performance by
the Borrower and the Guarantor of this Amendatory Agreement and the Credit
Agreement as amended hereby are within the Borrower's and the Guarantor's
corporate powers, have been duly authorized by all necessary corporate action
and do not contravene (i) the charter or by-laws, and (ii) any law or any
contractual restriction binding on or affecting the Borrower or the Guarantor.

                           (b)      No authorization, approval or other action
by, and no notice to or filing with, any governmental authority or regulatory
body is required for the due execution, delivery and performance by the Borrower
or the Guarantor of this Amendatory Agreement and the Credit Agreement as
amended hereby.

                           (c)      This Amendatory Agreement and the Credit
Agreement as amended hereby, constitute legal, valid and binding obligations of
the Borrower and the Guarantor enforceable against the Borrower and the
Guarantor in accordance with their respective terms.

                           (d)      There is no pending or threatened action or
proceeding affecting the Borrower, the Guarantor or any of their respective
subsidiaries before any court, governmental agency or arbitrator, which may
materially adversely affect the financial condition or operations of the
Borrower, the Guarantor or any subsidiary thereof or which purports to affect
the legality, validity or enforceability of this Amendatory Agreement and the
Credit Agreement as amended hereby.

                           (e)      The execution, delivery and performance of
this Amendatory Agreement does not conflict with or violate in any manner the
terms of any of the Borrower's Senior Notes (or the related Senior Indenture) or
Subordinated Indebtedness or in any manner affect the status of the Obligations
under the Credit Agreement regarding the subordination provisions of the
Borrower's Subordinated Indebtedness.

                  SECTION 4.  Reference to and Effect on the Loan Documents.

                           (a)  Upon the effectiveness of this Amendatory
Agreement, on and after the date hereof each reference in the Credit Agreement
to "this Agreement," "hereunder," "hereof" or words of like import referring to
the Credit Agreement, and each reference in the other Loan Documents to "the
Credit Agreement," "thereunder," "thereof" or words of like import referring to
the Credit Agreement, shall mean and be a reference to the Credit Agreement as
amended hereby.

                           (b)      Except as specifically amended above, the
Credit Agreement, the Notes and all other Loan Documents are and shall continue
to be in full force and effect and are hereby in all respects ratified and
confirmed.

                           (c)      The execution, delivery and effectiveness of
this Amendatory Agreement shall not, except as expressly provided herein,
operate as a waiver of any right, power or remedy of any Lender or the Agent
under any of the Loan Documents, nor constitute a waiver of any provision of any
of the Loan Documents.

                  SECTION 5. Costs, Expenses and Taxes. The Borrower agrees to
pay on demand all costs and expenses of the Agent in connection with the
preparation, execution, delivery, administration, modification and amendment of
this Amendatory Agreement and the other instruments and documents to be
delivered hereunder, including, without limitation, the reasonable fees and
out-of-pocket expenses of counsel for the Agent with respect thereto and with
respect to advising the Agent as to its rights and responsibilities hereunder
and thereunder. The Borrower further agrees to pay on demand all costs and
expenses, if any (including, without limitation, reasonable counsel fees and
expenses), in connection with the enforcement (whether through negotiations,
legal proceedings or otherwise) of this Amendatory Agreement and the other
instruments and documents to be delivered hereunder, including, without
limitation, reasonable counsel fees and expenses in connection with the
enforcement of rights under this Section 5. In addition, the Borrower shall pay
any and all stamp and other taxes payable or determined to be payable in
connection with the execution and delivery of this Amendatory Agreement and the
other instruments and documents to be delivered hereunder, and agrees to save
the Agent and each Lender harmless from and against any and all liabilities with
respect to or resulting from any delay in paying or omitting to pay such taxes.

                  SECTION 6. Execution in Counterparts. This Amendatory
Agreement may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed and delivered
shall be deemed to be an original and all of which taken together shall
constitute but one and the same agreement.

                  SECTION 7.  Governing Law.  This Amendatory Agreement shall be
governed by, and construed in accordance with, the laws of the State of New
York.

                 IN WITNESS WHEREOF, the parties hereto have caused this
Amendatory Agreement to be executed by their respective officers thereunto duly
authorized, as of the date first above written.

                                       FARM FRESH, INC.
                                       By     /s/ FARM FRESH, INC.
                                            ----------------------
                                            Name:
                                            Title:


                                       FF HOLDINGS CORPORATION,
                                         as Guarantor


                                       By   /s/ FF HOLDINGS CORPORATION
                                            ---------------------------
                                            Name:
                                            Title:




                                       FLEET BANK, N.A., (as successor
                                          to NatWest USA Credit Corp.),
                                          as Lender


                                       By         /s/ Thomas Maiale
                                               ---------------------
                                               Name:  Thomas Maiale
                                               Title: Vice President


                                        FLEET BANK, N.A. (as successor to
                                          NatWest USA Credit Corp.),
                                          as Agent

                                        By       /s/ Thomas Maiale
                                               --------------------
                                               Name:  Thomas Maiale
                                               Title: Vice President


                                        HELLER FINANCIAL, INC., as Lender


                                        By     /s/ Salvatore A. Salzillo
                                              --------------------------
                                              Name:  Salvatore A. Salzillo
                                              Title: Assistant Vice President