THIRD AMENDMENT TO CONSTRUCTION AND TERM NOTE

Dayton, Ohio                                            Dated as of March 1,200O

     On June 13, 1994, WHITEFORD FOODS VENTURE, L. P., a Texas limited
partnership (" Borrower"), executed and delivered a Construction and Term Note
to PNC BANK, NATIONAL ASSOCIATION (successor by merger to PNC Bank, Ohio,
National Association) (" Lender"), in the original principal amount of
$2,290,750.00 (as amended by the Amendment to Promissory Note dated December 14,
1994 and by the Second Amendment to Construction and Term Note dated March 3 1,
1995, the "Note").

     By this Third Amendment to Construction and Term Note, the Note is amended
as follows:

1.   Notwithstanding  anything  to  the  contrary  contained  in the  Note,  the
     Applicable  Interest  Rate will be 1%plus  the Prime  Rate,  subject to the
     applicability of the Default Rate. All interest calculations under the Note
     will be made based on a year of 360 days for the  actual  number of days in
     each interest period.

2.   Notwithstanding  anything to the contrary contained in the Note,  principal
     will be due and payable in monthly  installments of Eleven Thousand Dollars
     ($11,000)each,  commencing on April 1, 2000 and continuing on the first day
     of each  month  thereafter  until  January  3 1,  2001,  at which  time any
     remaining  outstanding  principal will be due. Accrued interest will be due
     and payable on the due date of each principal payment.

     Except as expressly modified hereby, all terms and conditions of the Note
remain in full force and effect. Capitalized terms used herein and not otherwise
defined herein will have the meanings given such terms in the Note.

     Borrower hereby irrevocably authorizes any attorney-at-law, including an
attorney employed by or retained by Lender, 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 the 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 Lender for the
amount of principal and interest and expenses then appearing due from Borrower
under the 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
retained by Lender may confess judgment against Borrower, and further expressly
consents to the payment of legal fees of such attorney-at-law by Lender.


<PAGE>
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.,
                                     a Texas limited partnership

                                     By: G/W FOODS, INC., its general partner,
                                         a Texas corporation .


                                     By: /s/Albert D. Greenaway
                                     --------------------------
                                     Print Name: Albert D. Greenaway
                                     Title:  President

ACCEPTED:

PNC BANK, NATIONAL ASSOCIATION

By: /s/Timothy P. Kelly
---------------------
Print Name: Timothy P. Kelly
Title: Vice President


STATE OF Ohio      )
                   )   ss:
                   )
COUNTY OF Darke

     The foregoing instrument was acknowledged before me this 28th day of March,
2000 by Albert D. Greenaway a duly authorized officer of G/W Foods, Inc., a
Texas corporation, on behalf of the corpora; ion as general partner of Whiteford
Foods Venture, L. P., a Texas limited partnership.

                                            /s/Sharon K. Henry
                                            ------------------
                                            Printed Name: Sharon K. Henry
                                            Notary Public
                                            My commission expires: Mav 4, 2000


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<PAGE>
                  THIRD AMENDMENT TO CONSTRUCTION AND TERM NOTE

Dayton, Ohio                                           Dated as of March 1, 2000

     On June 13, 1994, WHITEFORD FOODS VENTURE, L. P., a Texas limited
partnership (" Borrower"), executed and delivered a Construction and Term Note
to THE FIFTH THIRD BANK OF WESTERN OHIO (" Lender"), in the original principal
amount of $1,874,250.00 (as amended by the Amendment to Promissory Note dated
December 14, 1994 and by the Second Amendment to Construction and Term Note
dated March 31, 1995, the "Note").

     By this Third Amendment to Construction and Term Note, the Note is amended
as follows:

1.   Notwithstanding  anything  to  the  contrary  contained  in the  Note,  the
     Applicable  Interest  Rate will be 1%plus  the Prime  Rate,  subject to the
     applicability of the Default Rate. All interest calculations under the Note
     will be made based on a year of 360 days for the  actual  number of days in
     each interest period.

2.   Notwithstanding  anything to the contrary contained in the Note,  principal
     will be due and payable in monthly  installments  of Nine Thousand  Dollars
     ($9,000)each,  commencing on April 1, 200O and  continuing on the first day
     of each  month  thereafter  until  January  3 1,  2001,  at which  time any
     remaining  outstanding  principal will be due. Accrued interest will be due
     and payable on the due date of each principal payment.

     Except as expressly modified hereby, all terms and conditions of the Note
remain in full force and effect. Capitalized terms used herein and not otherwise
defined herein will have the meanings given such terms in the Note.

     Borrower hereby irrevocably authorizes any attorney-at-law, including an
attorney employed by or retained by Lender, to appear in any court of record in
or of the State any of other Ohio, state or in

     due, whether by acceleration or otherwise, to waive the issuing and service
of process and to confess a judgment against Borrower in favor of Lender for the
amount of principal and interest and expenses then appearing due from Borrower
under the 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
retained by Lender may confess judgment against Borrower, and further expressly
consents to the payment of legal fees of such attorney-at-law by Lender.

<PAGE>
WARNING--BY  SIGNING  THIS PAPER YOU GM3 UP YOUR RIGHT TO NOTI= AND COURT TRIAL.
IF YOU DO NOT PAY ON TIME A COURT  JUDGMENT  MAY r POWERS OF A COURT CAN BE USED
TO COLLECT FROM YOU  REGARDLESS  OF ABY CLAIMS YOU MAY HAVE AGAINST TEE CREDITOR
WHETHER FOR RETURNEDCOODS.  FAUI~TYGOODS, FAJLUREONHIS PART TOCOM. PLYWII?$ TFIE
AGREEMENT, OR ANY OTHER CAUSE.

                                     WHITEFORD FOODS VENTURE, L. P.,
                                     a Texas limited partnership

                                     By: G/W FOODS, INC., its general partner,
                                         a Texas corporation .


                                     By: /s/Albert D. Greenaway
                                     --------------------------
                                     Print Name: Albert D. Greenaway
                                     Title:  President


ACCEPTED:

PNC BANK, NATIONAL ASSOCIATION

By: /s/Patty Hable
---------------------
Print Name: Patty Hable
Title: Vice President


STATE OF    Ohio      )
                      )   ss:
                      )
COUNTY OF Darke

     The foregoing instrument was acknowledged before me this 28th day of March,
2000 by Albert D. Greenaway a duly authorized officer of G/W Foods, Inc., a
Texas corporation, on behalf of the corpora; ion as general partner of Whiteford
Foods Venture, L. P., a Texas limited partnership.

                                            /s/Sharon K. Henry
                                            ------------------
                                            Printed Name: Sharon K. Henry
                                            Notary Public
                                            My commission expires: Mav 4, 2000



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