CONFORMED COPY

                              AMENDED AND RESTATED
                              REVOLVING CREDIT NOTE

 $1,375,000                                                     Cincinnati, Ohio
                                                     Dated as of September $2000

     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 B=\NK, NATIONAL ASSOCIATION (the "Bank")the lesser of(i)the
principal sum of ONE MILLION THREE HUNDRED SEVENTY FIVE U. S. DOLLARS
($1,375,000), or (ii) the aggregate unpaid principal balance of all Revolving
Credit Loans made by the Bank to the Borrower pursuant to Section 2.1 of the
Amended and Restated Credit Agreement dated as of September 5, 2000 between the
Borrower, Agent and the Bank (the "Credit Agreement"), whichever is less,
payable on the Expiration Date.

     The 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 the Borrower pursuant to Section 4.1.1 of, or as otherwise provided
in, the Credit Agreement.

     Upon the occurrence and during the continuation of an Event of Default, the
Borrower shall pay interest on the entire principal amount of the then
outstanding Revolving Credit Loans evidenced by this Revolving Credit Note 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 with respect to such loans. Such interest rate will accrue before and
after any judgment has been entered.

     Subject to the provisions of the Credit Agreement, interest on this
Revolving Credit Note will be payable on the first day of each calendar month
after the date hereof and on the Expiration Date.

     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 or action.

     Subject to the provisions of the Credit Agreement, payments of both
principal and interest shall be made without setoff, counterclaim or other
deduction of any nature at the office of the Xgent 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 Revolving Credit Note referred to in, and is entitled to
the benefits of, the Credit Agreement and other Loan Documents, including the
representations, warranties, covenants,, conditions, security interests or Liens
contained or granted therein. The Credit Agreement among other things contains
provisions for acceleration of the maturity hereof upon the happening of certain
stated events and also for prepayment, in certain circumstances, on account of
principal hereof prior to maturity upon the terms and conditions therein
specified.

<PAGE>
     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, the 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 the Borrower and its successors and assigns, and the
benefits hereof shall inure to the benefit of the Bank and its successors and
assigns. All references herein to the "Borrower", "Agent" and the "Bank" shall
be deemed to apply to the Borrower, Agent and the 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 AINY ACTION OR IXERCISING
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 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.

                                       -2-
<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.

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

                                        By: ____________________
                                            Albert D. Greenaway
                                            President




                                       -3-

<PAGE>
                                                                  CONFORMED COPY
                              AMENDED AND RESTATED
                             REVOLVING CREDIT NOTE

$1,125,000                                                      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 BXlK, WESTERN OHIO (the "Bank")the lesser of(i)the
principal sum of ONE MILLION ONE HUNDRED TWENTY FIVE THOUSAND U. S. DOLLARS
($1,125,000), or (ii)the aggregate unpaid principal balance of all Revolving
Credit Loans made by the Bank to the Borrower pursuant to Section 2.1 of the
Amended and Restated Credit Agreement dated as of September 5, 2000 between the
Borrower, Agent and the Bank (the "Credit Agreement"), whichever is less,
payable on the Expiration Date.

     The 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 the Borrower pursuant to Section 4.1.1 of, or as otherwise provided
in, the Credit Agreement.

     Upon the occurrence and during the continuation of an Event of Default, the
Borrower shall pay interest on the entire principal amount of the then
outstanding Revolving Credit Loans evidenced by this Revolving Credit Note 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 with respect to such loans. Such interest rate will accrue before and
after any judgment has been entered.

     Subject to the provisions of the Credit Agreement, interest on this
Revolving Credit Note will be payable on the first day of each calendar month
after the date hereof and on the Expiration Date.

     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 or action.

     Subject to the provisions of the Credit Agreement, payments of both
principal and interest shall be made without setoff, counterclaim or other
deduction of any nature at the office of the 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 Revolving Credit Note referred to in, and is entitled to
the benefits of, the Credit Agreement and other Loan Documents, including the
representations, warranties, covenants, 'conditions, security interests or Liens
contained or granted therein. The Credit Agreement among other things contains
provisions for acceleration of the maturity hereof upon the happenin, D of
certain stated events and also for prepayment, in certain circumstances, on
account of principal hereof prior to maturity upon the terms and conditions
therein specified.

<PAGE>
     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, the 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 the Borrower and its successors and assigns, and the
benefits hereof shall inure to the benefit of the Bank and its successors and
assigns. All references herein to the "Borrower", "Agent" and the "Bank" shall
be deemed to apply to the Borrower, Agent and the 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 AFI'ER 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, XERCISING
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 l_-nited 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 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.

                                       -2-
<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.

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


                                           By: ________________________
                                                Albert D. Greenaway
                                                President



                                       -3-