ELEVENTH AMENDMENT TO CREDIT AGREEMENT

     THIS ELEVENTH AMENDMENT TO CREDIT AGREEMENT (this  "Amendment")is  dated as
of January  1,2000,  by and  between  WHITEFORD  FOODS  VENTURE,  L. P., a Texas
limited  partnership (the "Borrower"),  and PNC BANK,  NATIONAL  ASSOCIATION,  a
national banking  association,  successor by merger to PNC Bank, Ohio,  National
Association,  as Agent (the lVAgent"),  for the Lenders under the  below-defined
Credit  Agreement,  TRE F'IFTH THIRD BANK OF WESTERH OHIO, an Ohio state banking
corporation, and PNC BANK, NATIONAL ASSOCXATION, a national banking association,
successor by merger to PNC Bank, Ohio, Nstional Association,  (each individually
a "Lender" and collectively, the "Lenders").

                                   WITNESSETH:

     WHEREAS,  the  Borrower,  the Agent and the Lenders  entered  into a Credit
Ageement &ted June 13, 1994, which was  subsequently  amended by an Amendment to
Credit  Agreement dated March 3 1,1995,  a Second  Amendment to Credit Agreement
dated April 20,1995,  a Third Amendment to Credit Agreement dated July 11, 1995,
a Fourth Amendment to Credit Agreement dated November 7, 1995, a Fifth Amendment
and Waiver  Agreement dated May 9, 1996, a Sixth  Amendment to Credit  Agreement
dated as of June 30, 1997, a Seventh  Amendment and Waiver Agreement dated as of
March 26, 1998, nn Eighth  Amendment to Credit  Agreement  dated July 1, 1998, a
Ninth  Amendment  to  Credit  Agreement  dated  as of May 3,  1999  and a  Tenth
Amendment to Credit  Agreement dated as of November 1, 1999  (collectively,  the
uCredit  Agreement")which  evidences the Borrower's  obligations for one or more
loans or other extensions of credit (the "Obligations"); and

     WHEREAS, the Borrower, the Agent and the Lenders desire to amend the Credit
Agreement as provided for below;

     NOW,  THEREFORE,  in consideration of the mutual covenants herein contained
and intending to be legally bound hereby, the parties hereto agree as follows:

     1.   Amendments. The Credit Agreement is amended as follows:

          1.1  Effective  January 1, 2000,  Section  2.1(e)is  amended to delete
               "December  3 1, 1999" from the fust  sentence  thereof and insert
               "March 3 1,200O" in its place.

          1.2  The first  sentence  of Section  2.8 of the Credit  Agreement  is
               amended in its entirely as follows:

     "For purposes of this Agreement,  the term  "Borrowing  Base" shall mean an
     amount equal to the sum of (i)85%of  the net amount of  "Eligible  Accounts
     Receivable,"  as herein&er  defined,  J&(ii)50%of  the value of  Borrower's
     "Eligible  Inventory,"  as hereinafter  defined,  but in no event shall the
     amount of "Eligible  Inventory" for purposes of  determining  the Borrowing
     Base exceed  $1,2SO,  OOO. O0,  &(iii)during  the period of January  1,200O
     through March 3 1,2000,  $1,000,000.00 (the "Overadvance AmounP) subject to
     the right of the  Lenders  to reduce the  Overadvance  Amount in their sole
     discretion.

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     2.  Any and all  references  to the  Credit  Agreement  in any  other  Loan
Documents  shah be deemed to refer to such Credit  Agreement as amended  hereby.
Any initially  capitalized terms used in this Amendment without definition shall
have the meanings assigned to those terms in the Credit Agreement.

     3. This Amendment is deemed  incorporated  into each of the Loan Documents.
To the extent that any tcxm or provision  of this  Amendment is or may be deemed
expressly  inconsistent  with any term or  provision in any Loan  Document,  the
terms and provisions hereof shall control.

     4.  The  Borrower  hereby  represents  and  warrants  that  (a)all  of  its
representations  and warranties in the Loan Documents are true and correct,  and
(b)this  Amendment  has  been  duly  authorized,   executed  and  delivered  and
constitutes its legal, valid and binding  obligation,  enforceable in accordance
with its terms.

     5. The Borrower  acknowledges  that Events of Default exist,  including but
not  limited to the  Bomower's  failure to comply  with  (i)the  Borrowing  Base
limitations  of Sections  2.1 and 2.8 of the Credit  Agreement  and  (ii)certain
financial covenants under Section 4 of the Credit Agreement, prior to and on the
date of this  Amendment  The Borrower  acknowledges  and agrees that the Lenders
shall have no further  obligation to make advances under the Revolving Loans and
may in  their  sole  discretion,  immediately  terminate  the  Revolving  Loans,
accelerate  payment of the outstanding  principal  balance of the Revolving Note
and exercise all of their rights and  remedies  under the Credit  Agreement  and
each of the other Loan Documents without any further prior notice to Borrower.

     6. The  Borrower  and tire  Lenders  agree  that no  forbearance,  delay or
inaction by the Lenders in the  exercise of their  rights and  remedies,  and no
continuing  performance  by  the  Lenders  or  the  Borrower  under  the  Credit
Agreement:  (a)shall constitute (i)a modification or an alteration of the terms,
coaditions or covenants of the Credit Agreement or any other Loan Dmuments,  all
of which remain in full force and effect; or (ii)a waiver, release or limitation
upon the Lenders'cxercisc of any of their rights and remedies thereunder, all of
which are hereby expressly reserved; or (b)shall relieve or release the Borrower
in any  way  from  any of  its  respcotive  duties,  obligations,  covenants  or
agreements  under the Credit  Agreement or the other Loan  Documents or from the
consequences  of the Events of  Default  described  above or any other  Event of
Default  thereunder or  (c)obligate  the Lenders to continue to make advances in
the future  under the  Revolving  Loans or the Credit  Agreement.  Further,  the
Lenders arc not obligated to waive the Events of Default  described above or any
other  Events of Default or  defaults,  whether now  existing or which may occur
afler the date of this letter.

     7. The Borrower  hereby  confirms that any collateral for the  Obligations,
including but not limited to liens, security interests,  mortgages,  and pledges
granted  by the  Borrower  or third  parties  (if  applicable),  shall  continue
unimpaired and in full force and effect.

     8. This  Amendment  will be  binding  upon and inure to the  benefit of the
Borrower, the Agent and the Lenders and their respective successors and assigns.

     9.  Except as  amended  hereby,  the terms and  provisions  of the ,Loa.  n
Documents remain unchanged and in full force and effect.  The Borrower expressly
ratifies  and  confirms  the  confession  of  judgment  and waiver of jury trial
provisions.

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Executed as of the date first written above.

                                     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


                   PNC BANK, NATIONAL ASSOCIATION, as Agent

                   By:_____________________________________
                   Print Name: ____________________________
                   Title:__________________________________


                   FIFTH THIRD BANK OF WESTERN OHIO,
                   as a Lender

                   By:_____________________________________
                   Print Name: ____________________________
                   Title:__________________________________




                   PNC BANK, NATIONAL ASSOCIATION,
                   as a Lender

                   By:_____________________________________
                   Print Name: ____________________________
                   Title:__________________________________




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STATE OF    Ohio      )
                      )   ss:
                      )
COUNTY OF Darke

     The foregoing instrument was acknowledged before me this 1st day of
February, 2000 by Albert D. Greenaway of G/W Foods, Inc., a Texas corporation,
on behalf of the corporation as general partner of Whiteford Foods Venture,
L.P., a Texas limited partnership.

                                            /s/Sharon K. Henry
                                            ------------------
                                            Notary Public

                                            SHARON K. HENRY
                                            NOTARY PUBLIC, STATE OF OHIO
                                            My commission expires Mav 4, 2000
                                            Recorded in Darke County