CONFORMED COPY

                              AMENDED AND RESTATED
                                   TERM NOTE B

$3 16,021.35                                                    Cincinnati, Ohio
8Dated as of September 5,200O

     FOR VALUE RECEIVED, the undersigned WHITEFORD FOODS VENTURE, L. P., a Texas
limited partnership (herein called the "Borrower"), hereby promises to pay to
the order of PNC BANK, NATIONAL ASSOCIATION (" Bank")the principal sum of Three
Hundred Sixteen Thousand and Twenty-one and 351100 U. S. DOLLARS (U. S. $3
16,021.35), which shall be payable to Agent as follows: monthly installments of
principal in the amount of Fifteen Thousand Forty-Nine and IO/l00 Dollars
($15,049.10)on the first day of each calendar month beginning on October 1, 2000
with a final installment of the entire balance due on the earlier of December 3
1.2001 or the expiration or termination of the Term Loan Commitment.

     Borrower shall pay interest on the unpaid principal balance hereof from
time to time outstanding from the date hereof at the rate or rates per annum
specified by Borrower pursuant to Section 4.1.2.2 of, or as otherwise provided
in, the Amended and Restated Credit Agreement between Borrower, Agent and the
Banks party thereto dated as of September 5,200O (the "Credit Agreement").

     Upon the occurrence and during the continuation of an Event of Default,
Borrower shall pay interest on the unpaid principal balance hereof at a rate per
annum (based on a year of 360 days and actual days elapsed)equal to six hundred
basis points (6%per annum)above the rate of interest otherwise applicable
hereto. Such interest rate will accrue before and after any judgment has been
entered.

     Subject to the provisions of the Credit Agreement, interest on this Term
Note will be payable on the first day of each calendar month after the date
hereof and on the maturity date, and thereafter on demand.

     If any payment or action to be made or taken hereunder shall be stated to
be or become due on a day which is not a Business Day, such payment or action
shall be made or taken on the next following Business Day and such extension of
time shall be included in computing interest or fees, if any, in connection with
such payment.

     Subject to the provisions of the Credit Agreement, payments of principal
and interest shall be made without setoff, counterclaim or other deduction of
any nature at the office of Agent located at 201 East Fifth Street, Cincinnati,
Ohio 45202, or such other location as Agent may designate from time to time, in
lawful money of the United States of America in immediately available funds.

     This Note is the Term Note referred to in, and is entitled to the benefits
of, the Credit Agreement and the other Loan Documents, including the
representations, warranties, covenants, conditions, 'security interests and
Liens contained or granted therein. The Credit Ageement among other things
contains provisions for acceleration of the maturity hereof upon the happening
of certain stated events and also for prepayments, in certain circumstances, on
account

<PAGE>
of principal hereof prior to maturity upon the terms and conditions therein
specified.

     All capitalized terms used herein shall, unless otherwise defined herein,
have the same meanings given to such terms in the Credit Agreement.

     Except as otherwise provided in the Credit Agreement, Borrower waives
presentment, demand, notice, protest and all other demands and notices in
connection with the delivery, acceptance, performance, default or enforcement of
this Note and the Credit Agreement.

     This Note shall bind Borrower and its successors and assigns, and the
benefits hereof shall inure to the benefit of Bank and its successors and
assigns. All references herein to the "Borrower", "Agent" and the "Bank" shall
be deemed to apply to Borrower, Agent and Bank, respectively, and their
respective successors and assigns.

     This Note and any other documents delivered in connection herewith and the
rights and obligations of the parties hereto and thereto shall for all purposes
be governed by and construed and enforced in accordance with the internal laws
of the State of Ohio without giving effect to its conflicts of law principles.

     THIS NOTE WILL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE PARTIES
HERETO DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OHIO WITHOUT
REGARD TO CONFLICTS OF LAW PRINCIPLES, AND BORROWER HEREBY AGREES TO THE
JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN HAMILTON COUNTY, OHIO
AND CONSENTS THAT ALL SERVICE OF PROCESS BE MADE BY CERTIFIED MAIL DIRECTED TO
BORROWER AT ITS ADDRESS SET FORTH IN THE CREDIT AGREEMENT FOR NOTICES AND
SERVICE SO MADE WILL BE DEEMED TO BE COMPLETED FIVE (5)BUSINESS DAYS AFTER THE
SAME HAS BEEN DEPOSITED IN U. S. MAILS, POSTAGE PREPAID; PROVIDED THAT NOTHING
CONTAINED HEREIN WILL PREVENT THE BANK FROM BRINGING ANY ACTION OR E. mRCISING
ANY RIGHTS AGAINST ANY SECURITY OR AGAINST BORROWER INDIVIDUALLY, OR AGAINST ANY
PROPERTY OF BORROWER, WITHIN ANY OTHER STATE OR NATION. BORROWER WAIVES ANY
OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION
INSTITUTED HEREUNDER BORROWER AND THE BANK EACH WAIVE ANY RIGHT TO TRIAL BY JURY
IN ANY ACTION OR PROCEEDING RELATING TO THIS NOTE, THE CREDIT AGREEMENT OR ANY
TRANSACTION CONTEMPLATED IN ANY OF SUCH AGREEMENTS.

Borrower hereby irrevocably authorizes any attorney-at-law, including an
attorney employed by or retained by Bank, to appear in any court of record in or
of the State of Ohio, or in any other state or territory of the United States,
at any time after the indebtedness evidenced by this Note becomes due, whether
by acceleration or otherwise, to waive the issuing and service of process and to
confess a judgment against Borrower in favor of Bank for the amount of principal
and interest and expenses then appearing due from Borrower under this Note,
together with costs of suit and thereupon to release all errors and waive all
right of appeal or stays of execution in any court of record. Borrower hereby
expressly acknowledges that an attorney-at-law employed or

                                       -2-

<PAGE>
retained by Bank may confess judgment against Borrower, and further expressly
consents to the payment of reasonable legal fees of such attorney-at-law by
Bank.

*WARNING--BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR
RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT,
OR ANY OTHER CAUSE."



                                       WHITEFORD FOODS VENTURE, L. P.

                                       By: G/W Foods, Inc., a Texas corporation,
                                           its general partner,


                                           By:____________________
                                              Albert D. Greenaway
                                              President





                                       -3-
<PAGE>
                                                                  CONFORMED COPY

                              AMENDED AND RESTATED
                                   TERM NOTE B

$258,583.54                                                     Cincinnati, Ohio
                                                    Dated as of September 5,200O

     FOR VALUE RECEIVED, the undersigned WHITEFORD FOODS VENTURE, L. P., a Texas
limited partnership (herein called the "Borrower"), hereby promises to pay to
the order of FIFTH THIRD BANK, WESTERN OHIO (" Bank")the principal sum of Two
Hundred Fifty-eight Thousand Five Hundred Eighty-five and 541100 U. S. DOLLARS
(5258,583.54), which shall be payable to Agent as follows: monthly installments
of principal in the amount of Twelve Thousand Three Hundred Twelve and 90/100
Dollars ($12,3 12.90)on the first day of each calendar month beginning on
October 1, 2000 with a final installment of the entire balance due on the
earlier of December 31, 2001 or the expiration or termination of the Term Loan
Commitment.

     Borrower shall pay interest on the unpaid principal balance hereof from
time to time outstanding from the date hereof at the rate or rates per annum
specified by Borrower pursuant to Section 4.1.2.2 of, or as otherwise provided
in, the Amended and Restated Credit Agreement between Borrower, Agent and the
Banks party thereto dated as of September 5,200O (the "Credit Agreement").

     Upon the occurrence and during the continuation of an Event of Default,
Borrower shall pay interest on the unpaid principal balance hereof at a rate per
annum (based on a year of 360 days and actual days elapsed)equal to six hundred
basis points (6%per annum)above the rate of interest otherwise applicable
hereto. Such interest rate will accrue before and after any judgment has been
entered.

          Subject to the provisions of the Credit Agreement, interest on this
Term Note will be payable on the first day of each calendar month after the date
hereof and on the maturity date, and thereafter on demand.

     If any payment or action to be made or taken hereunder shall be stated to
be or become due on a day which is not a Business Day, such payment or action
shall be made or taken on the next following Business Day and such extension of
time shall be included in computing interest or fees, if any, in connection with
such payment.

     Subject to the provisions of the Credit Agreement, payments of principal
and interest shall be made without setoff, counterclaim or other deduction of
any nature at the office of Agent located at 201 East Fifth Street, Cincinnati,
Ohio 45202, or such other location as Agent may designate from time to time, in
lawful money of the United States of America in immediately available funds.

     This Note is the Term Note referred to in, and is entitled to the benefits
of, the Credit Agreement'and the other Loan Documents, including the
representations, warranties, covenants, conditions, security interests and Liens
contained or granted therein. The Credit Agreement among other things contains
provisions for acceleration of the maturity hereof upon the

<PAGE>
happening of certain stated events and also for prepayments, in certain
circumstances, on account of principal hereof prior to maturity upon the terms
and conditions therein specified.

     All capitalized terms used herein shall, unless otherwise defined herein,
have the same meanings given to such terms in the Credit Agreement.

     Except as otherwise provided in the Credit Agreement, Borrower waives
presentment, demand, notice, protest and all other demands and notices in
connection with the delivery, acceptance, performance, default or enforcement of
this Note and the Credit Agreement.

     This Note shall bind Borrower and its successors and assigns, and the
benefits hereof shall inure to the benefit of Bank and its successors and
assigns. All references herein to the "Borrower", "Agent" and the "Bank" shall
be deemed to apply to Borrower, Agent and Bank, respectively, and their
respective successors and assigns.

     This Note and any other documents delivered in connection herewith and the
rights and obligations of the parties hereto and thereto shall for all purposes
be governed by and construed and enforced in accordance with the internal laws
of the State of Ohio without giving effect to its conflicts of law principles.

     THIS NOTE WILL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE PARTIES
HERETO DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OHIO WITHOUT
REGARD TO CONFLICTS OF LAW PRINCIPLES, AND BORROWER HEREBY AGREES TO THE
JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN HAMILTON COUNTY, OHIO
AND CONSENTS THAT ALL SERVICE OF PROCESS BE MADE BY CERTIFIED MAIL DIRECTED TO
BORROWER AT ITS ADDRESS SET FORTH IN THE CREDIT AGREEMENT FOR NOTICES AND
SERVICE SO MADE WILL BE DEEMED TO BE COMPLETED FIVE (5)BUSINESS DAYS AFTER THE
SAME HAS BEEN DEPOSITED I? i U. S. MAILS, POSTAGE PREPAID; PROVIDED THAT NOTHING
CONTAINED HEREIN WILL PREVENT THE BANK FROM BRINGING ANY ACTION OR EXERCISING
ANY RIGHTS AGAINST ANY SECURITY OR AGAINST BORROWER INDIVIDUALLY, OR AGAINST ANY
PROPERTY OF BORROWER, WITHIN ANY OTHER STATE OR NATION. BORROWER WAIVES ANY
OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION
INSTITUTED HEREUNDER BORROWER AND THE BAiiK EACH WAIVE ANY RIGHT TO TRIAL BY
JURY IN ANY ACTION OR PROCEEDING RELATING TO THIS NOTE, THE CREDIT AGREEMENT OR
ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH AGREEMENTS.

Borrower hereby irrevocably authorizes any attorney-at-law, including an
attorney employed by or retained by Bank, to appear in any court of record in or
of the State of Ohio, or in any other state or territory of the United States,
at any time after the indebtedness evidenced by this Note becomes due, whether
by acceleration or otherwise, to waive the issuing and service of process and to
confess a judgment against Borrower in favor of Bank for the amount of principal
and interest and expenses then appearing due from Borrower under this Note,
together with costs of suit and thereupon to release all errors and waive all
right of appeal or stays of execution in any

<PAGE>
court of record. Borrower hereby expressly acknowledges that an attorney-at-law
employed or retained by Bank may confess judgment against Borrower, and further
expressly consents to the payment of reasonable legal fees of such
attorney-at-law by Bank.

"WARNING -BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR
RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT,
OR ANY OTHER CAUSE."



                                       WHITEFORD FOODS VENTURE, L. P.

                                       By: G/W Foods, Inc., a Texas corporation,
                                           its general partner,


                                           By:____________________
                                              Albert D. Greenaway
                                              President




                                       -3-