AMENDED AND RESTATED
                               SECURITY AGREEMENT

     THIS AMENDED AND RESTATED SECURITY AGREEMENT (the "Agreement"), dated as of
September 5, 2000, is entered into by and between WHITEFORD FOODS VENTURE, L.P.,
a Texas limited partnership (the "Borrower"), and PNC BANK, NATIONAL
ASSOCIATION, a national banking association (the "Agent"), as Agent for the
Banks (the Agent and the Banks will be collectively referred to as the "Banks");

                                WITNESSETH THAT:

     WHEREAS, the Borrower is (or will be with respect to after-acquired
property)the legal and beneficial owner and the holder of the Collateral (as
defined in Section 1 hereof); and

     WHEREAS, pursuant to that certain Amended and Restated Credit Agreement (as
it may hereafter from time to time be restated, amended, modified or
supplemented, the "Credit Agreement")of even date herewith between the Banks and
the Borrower, the Banks have agreed to make certain loans to the Borrower; and

     WHEREAS, the obligation of the Banks to make loans under the Credit
Agreement is subject to the condition, among others, that the Borrower secure
its obligations to the Banks under the Credit Agreement in the manner set forth
herein.

     NOW, THEREFORE, intending to be legally bound hereby, the parties hereto
covenant and agree as follows:

1.   Terms which are defined in the Credit Agreement and not otherwise defined
     herein are used herein as defined therein. The following words and terms
     shall have the following meanings, respectively, unless the context hereof
     otherwise clearly requires:

     1.1  "Code" means the Uniform Commercial Code of each state as in effect on
          the date hereof and as the same may subsequently be amended from time
          to time, the substantive provisions of which are applicable to any of
          the property of the Borrower in which the Agent, for the benefit of
          the Banks, are granted a security interest pursuant to this Agreement.

     1.2  "Collateral" means all of the Borrower's right, title and interest in,
          to and under the following described property of the Borrower (each
          capitalized term used in this Section 1.2 shall have in this Agreement
          the meaning given to it by Article 9 of the Code as in effect in
          Ohio):

          1.2.1 all now existing and hereafter acquired and arising Accounts,
               General Intangibles, Chattel Paper, Documents, Instruments,
               Letters of Credit, Advices of Credit, Equipment, and Inventory,
               all Products of and Accessions to the foregoing and all Proceeds
               of all of the foregoing

<PAGE>
               (including without limitation all insurance policies and proceeds
               thereof);

          1.2.2 to the extent, if any, not included in clause (i)above, each and
               every other item of personal property and fixtures, both those
               that are now owned and those that hereafter arise or are
               acquired, regardIess of whether Article 9 of the Code is
               applicable to any extent to the creation, perfection or
               enforcement of Liens thereon or therein.

               Without limiting the foregoing, Collateral includes all business
               records and information, including computer tapes and other
               storage media containing the same and computer programs and
               software (including without limitation, source code, object code
               and related manuals and documentation and all licenses to use
               such software)for accessing and manipulating such information.

     1.3  "Debt" means, collectively, all now existing and hereafter arising
          Indebtedness of the Borrower to any of the Banks under the Credit
          Agreement and other Loan Documents, including without limitation, all
          Indebtedness, whether of principal, interest, fees, expenses or
          otherwise, of the Borrower to any of the Banks now existing or
          hereafter incurred under the Credit Agreement or the Notes, or any of
          the other Loan Documents referred to therein as any of the same or any
          one or more of them may from time to time be amended, restated,
          modified or supplemented, together with any and all extensions,
          renewals, refinancings or refundings thereof in whole or in part.

     1.4  "Receivables" means all of the Collateral except Equipment and
          Inventory.

2.   As security for the due and punctual payment and performance of the Debt in
     full, the Borrower hereby agrees that the Agent, for the benefit of the
     Banks, shall have, and the Borrower hereby grants to and creates in favor
     of the Agent, for the benefit of the Banks, a first priority security
     interest under the Code in and to the Collateral subject only to Permitted
     Liens. Without limiting the generality of Section 4 below, the Borrower
     further agrees that with respect to each item of Collateral as to which
     (i)the creation of a valid and enforceable security interest is not
     governed exclusively by the Code or (ii)the perfection of a valid and
     enforceable security interest therein under the Code cannot be accomplished
     either by the Agent taking possession thereof or by the filing in
     appropriate locations of appropriate Code financing statements executed by
     the Borrower, the Borrower will at its expense execute and deliver to the
     Agent such documents, agreements, notices, assignments and instruments and
     take such further actions as may be requested by the Agent from time to
     time for the purpose of creating a valid and perfected first priority Lien
     on such item, subject only to Permitted Liens, enforceable against the
     Borrower and all third parties to secure the Debt.

                                       -2-
<PAGE>
3.   The Borrower represents and warrants to the Agent that (a)the Borrower has
     good and marketable title to the Collateral, and (b)except for the security
     interest granted to and created in favor of the Agent, for the benefit of
     the Banks, hereunder and Permitted Liens, all the Collateral is free and
     clear of any Lien.

4.   The Borrower will faithfully preserve and protect the security interest
     granted to the Agent, for the benefit of the Banks, in the Collateral as a
     prior perfected security interest under the Code, superior and prior to the
     rights of all third Persons, except for Permitted Liens, and will do all
     such other acts and things and will, upon reasonable request therefor by
     the Agent, execute, deliver, file and record all such other documents and
     instruments, including, without limitation, financing statements, security
     agreements, assignments and documents and powers of attorney with respect
     to the Collateral, and pay all filing fees and taxes related thereto, as
     the Agent, in its reasonable discretion, may deem necessary or advisable
     from time to time in order to attach, continue, preserve, perfect and
     protect said security interest; and the Borrower hereby irrevocably
     appoints the Agent, its officers, employees and agents, or any of them, as
     attorneys-in-fact for the Borrower to execute, deliver, tile and record
     such items for the Borrower and in the Borrower's name, place and stead.
     This power of attorney, being coupled with an interest, shall be
     irrevocable for the life of this Agreement. The Borrower also authorizes
     the Agent to file one or more financing statements, as deemed necessary or
     desirable by the Agent, for the benefit of the Banks, which financing
     statements lists or otherwise describes the Collateral as consisting of all
     of the Borrower's assets or words to that effect, regardless of the actual
     description of the Collateral set forth in this Agreement.

5.   The Borrower covenants and agrees that:

     5.1  it will defend the Agent's right, title and security interest in and
          to the Collateral, held by the Agent for the benefit of the Banks, and
          the proceeds thereof against the claims and demands of all Persons
          whomsoever, other than any Person claiming a right in the Collateral
          pursuant to an agreement between such Person and any of the Banks;

     5.2  it will not suffer or permit to exist on any Collateral any Lien
          except for Permitted Liens;

     5.3  it will not take or omit to take any action, the taking or the
          omission of which might result in a material alteration or impairment
          of the Collateral or of the Agent's rights under this Agreement;

     5.4  it will not sell, assign or otherwise dispose of any portion of the
          Collateral;

     5.5  it will (i)obtain and maintain sole and exclusive possession of the
          Collateral, (ii)keep the Collateral and all records pertaining thereto
          at the locations specified on the Security Interest Data Summary
          attached as Schedule A hereto, unless it shall have given the Agent
          prior notice and taken any action reasonably requested

                                       -3-
<PAGE>
          by the Agent to maintain its security interest, held for the benefit
          of the Banks, therein, (iii)upon the occurrence of an Event of
          Default, deliver to the Agent upon the Agent's request therefor all
          Collateral consisting of Instruments as soon as practicable upon the
          Borrower's receipt of a request therefor provided that such
          Instruments required by applicable state law to stay on site will
          remain on site, and (iv)keep materially accurate and complete books
          and records concerning the Collateral and such other books and records
          as the Agent may from time to time reasonably require;

     5.6  upon the occurrence of an Event of Default, it will furnish to the
          Agent as soon as practicable such information and documents relating
          to the Collateral as the Agent may reasonably request, including,
          without limitation, all invoices, Documents, contracts, Chattel Paper,
          Instruments and other writings pertaining to the Borrower's contracts
          or the performance thereof, provided that any Instruments required by
          applicable state law to stay on site will remain on site; all of the
          foregoing to be certified upon request of the Agent by an Authorized
          Officer of the Borrower;

6.   The Borrower assumes full responsibility for taking any and all necessary
     steps to preserve the Agent's rights with respect to the Collateral, held
     for the benefit of the Banks, against all Persons other than anyone
     asserting rights in respect of a Permitted Lien. The Agent shall be deemed
     to have exercised reasonable care in the custody and preservation of the
     Collateral in its possession if the Agent takes such action for that
     purpose as the Borrower shall request in writing, provided that such
     requested action will not, in the judgment of the Agent, impair the
     security interest in the Collateral created hereby or the Agent's rights
     in, or the value of, the Collateral, and provided further that such written
     request is received by the Agent in sufficient time to permit the Agent to
     take the requested action.

7.   At any time and from time to time whether or not an Event of Default then
     exists and without prior notice to or consent of the Borrower, the Agent
     may at its option take such actions as the Agent deems appropriate (i)to
     attach, perfect, continue, preserve and protect the Agent's prior security
     interest in the Collateral, and/or (ii)inspect, audit and verify the
     Collateral, including reviewing all of the Borrower's books and records and
     copying and making excerpts therefrom, provided that prior to an Event of
     Default or a Potential Default, the same is done with advance notice during
     normal business hours to the extent access to the Borrower's premises is
     required, and to add all liabilities, obligations, costs and expenses
     reasonably incurred in connection with the foregoing clauses (i)and (ii)to
     the Debt, to be paid by the Borrower to the Agent, for the benefit of the
     Banks, upon demand;

8.   At any time and from time to time after an Event of Default exists and is
     continuing and without prior notice to or consent of the Borrower, the
     Agent may at its option take such action as the Agent deems appropriate
     (i)to maintain, repair, protect and insure the Collateral, and/or (ii)to
     perform, keep, observe and render true and correct any and all

                                       -4-
<PAGE>
     covenants, agreements, representations and warranties of the Borrower
     hereunder, and to add all liabilities, obligations, costs and expenses
     reasonably incurred in connection with the foregoing clauses (i)and (ii)to
     the Debt, to be paid by the Borrower to the Agent, for the benefit of the
     Banks, upon demand.

9.   After there exists any Event of Default under the Credit Agreement:

     9.1  The Agent shall have and may exercise all the rights and remedies
          available to a secured party under the Code in effect at the time, and
          such other rights and remedies as may be provided by Law and as set
          forth below, including without limitation to take over and collect all
          the Borrower's Receivables and all other Collateral, and to this end
          the Borrower hereby appoints the Agent, its officers, employees and
          agents, as its irrevocable, true and lawful attorneys-in-fact with all
          necessary power and authority to (i)take possession immediately, with
          or without notice, demand, or legal process, of any of or all of the
          Collateral wherever found, and for such purposes, enter upon any
          premises upon which the Collateral may be found and remove the
          Collateral therefrom, (ii)require the Borrower to assemble the
          Collateral and deliver it to the Agent or to any place designated by
          the Agent at the Borrower's expense, (iii)receive, open and dispose of
          all mail addressed to the Borrower and notify postal authorities to
          change the address for delivery thereof to such address as the Agent
          may designate, (iv)subject to the written terms and conditions of the
          agreements between Borrower's Subsidiaries and its customers, demand
          payment of the Receivables, (v)enforce payment of the Receivables by
          legal proceedings or otherwise, (vi)exercise all of the Borrower's
          rights and remedies with respect to the collection of the Receivables,
          (vii)subject to the written terms and conditions of the agreements
          between Borrower's Subsidiaries and its customers, settle, adjust,
          compromise, extend or, where permitted by law, renew the Receivables,
          (viii)settle, adjust or compromise any legal proceedings brought to
          collect the Receivables, (ix)to the extent permitted by applicable
          Law, sell or assign the Receivables upon such terms, for such amounts
          and at such time or times as the Agent deems advisable, (x)discharge
          and release the Receivables, (xi)take control, in any manner, of any
          item of payment or proceeds from any account debtor, (xii)prepare,
          file and sign the Borrower's name on any Proof of Claim in Bankruptcy
          or similar document against any account debtor, (xiii)prepare, file
          and sign the Borrower's name on any notice of Lien, assignment or
          satisfaction of Lien or similar document in connection with the
          Receivables, (xiv)do all acts and things necessary, in the Agent's
          sole discretion, to fulfill the Borrower's obligations under the Loan
          Documents, (xv)endorse the name of the Borrower upon any check,
          Chattel Paper, Document, Instrument, invoice, freight bill, bill of
          lading or similar document or agreement relating to the Receivables or
          Inventory; (xvi)use the Borrower's stationery and sign the Borrower's
          name to verifications of the Receivables and notices thereof to
          account debtors; (xvii)access and use the information recorded on or
          contained in any data processing equipment or computer hardware or
          software relating to the Receivables, Inventory, or other

                                       -5-
<PAGE>
          Collateral or proceeds thereof to which the Borrower has access,
          (xviii)demand, sue for, collect, compromise and give acquittances for
          any and all Collateral, (xix)prosecute, defend or compromise any
          action, claim or proceeding with respect to any of the Collateral, and
          (xx)take such other action as the Agent may deem appropriate,
          including extending or modifying the terms of payment of the
          Borrower's debtors. This power of attorney, being coupled with an
          interest, shall be irrevocable for the life of this Agreement. To the
          extent permitted by Law, the Borrower hereby waives all claims of
          damages due to or arising from or connected with any of the rights or
          remedies exercised by the Agent pursuant to this Agreement, except
          claims for physical damage to the Collateral arising from gross
          negligence or willful misconduct by the Agent.

     9.2  The Agent shall have the right to lease, sell or otherwise dispose of
          all or any of the Collateral at public or private sale or sales for
          cash, credit or any combination thereof, with such notice as may be
          required by Law (it being agreed by the Borrower that, in the absence
          of any contrary requirement of Law, ten (10)days' prior notice of a
          public or private sale of Collateral shall be deemed reasonable
          notice), in lots or in bulk, for cash or on credit, all as the Agent,
          in its sole discretion, may deem advisable. Such sales may be
          adjourned from time to time with or without notice. The Agent shall
          have the right to conduct such sales on the Borrower's premises or
          elsewhere and shall have the right to use the Borrower's premises
          without charge for such sales for such time or times as the Agent may
          see fit. The Agent may purchase all or any part of the Collateral at
          public or, if permitted by Law, private sale and, in lieu of actual
          payment of such purchase price, may set off the amount of such price
          against the Debt.

10.  The security interest in the Borrower's Collateral granted to and created
     in favor of the Agent, for the benefit of the Banks, by this Agreement
     shall be for the benefit of the Banks. Each of the rights, privileges, and
     remedies provided to the Agent hereunder or otherwise by Law with respect
     to the Borrower's Collateral shall be exercised by the Agent only for the
     benefit of the Banks, and any of the Borrower's Collateral or proceeds
     thereof held or realized upon at any time by any of the Banks shall be
     applied as set forth in Section 10.13 of the Credit Agreement. The Borrower
     shall remain liable to the Banks for and shall pay to the Agent, for the
     benefit of the Banks, any deficiency which may remain after such sale or
     collection.

11.  If the Agent repossesses or seeks to repossess any of the Collateral
     pursuant to the terms hereof because of the occurrence of an Event of
     Default, then to the extent it is commercially reasonable for the Agent to
     store any Collateral on any of the Borrower's premises, the Borrower hereby
     agrees to lease to the Agent on a month-to-month tenancy for a period not
     to exceed one hundred twenty (120)days at the Agent's election, at a rental
     of One Dollar ($1.00)per month, the premises on which the Collateral is
     located, provided it is located on premises owned or leased by the
     Borrower.

                                       -6-
<PAGE>
12.  Upon indefeasible payment in full of the Debt and termination of the Credit
     Agreement, this Agreement shall terminate and be of no further force and
     effect, and the Agent shall thereupon promptly return to the Borrower such
     of the Collateral and such other documents delivered by the Borrower
     hereunder as may then be in the Agent's possession. Until such time,
     however, this Agreement shall be binding upon and inure to the benefit of
     the parties hereto and their respective successors and permitted assigns.

13.  No failure or delay on the part of any of the Banks in exercising any
     right, remedy, power or privilege hereunder shall operate as a waiver
     thereof or of any other right, remedy, power or privilege of the Banks
     hereunder; nor shall any single or partial exercise of any such right,
     remedy, power or privilege preclude any other or further exercise thereof
     or the exercise of any other right, remedy, power or privilege. No waiver
     of a single Event of Default shall be deemed a waiver of a subsequent Event
     of Default. All waivers under this Agreement must be in writing. The rights
     and remedies of the Agent under this Agreement are cumulative and in
     addition to any rights or remedies which they may otherwise have, and the
     Agent may enforce any one or more remedies hereunder successively or
     concurrently at their option.

14.  All notices, statements, requests and demands given to or made upon either
     party hereto in accordance with the provisions of this Agreement shall be
     given or made as provided in Section 11.6 of the Credit Agreement.

15.  The Borrower agrees that as of the date hereof, all information contained
     on the Security Interest Data Schedule attached hereto as Schedule A is
     accurate and complete and contains no omission or misrepresentation. The
     Borrower shall promptly notify the Agent of any changes in the information
     set forth thereon.

16.  The Borrower acknowledges that the provisions hereof giving the Agent
     rights of access to books, records and information concerning the
     Collateral and the Borrower's operations and providing the Agent access to
     the Borrower's premises are intended to afford the Agent with immediate
     access to current information concerning the Borrower and its activities,
     including without limitation, the value, nature and location of the
     Collateral so that the Agent can, among other things, make an appropriate
     determination after the occurrence of an Event of Default, whether and when
     to exercise their other remedies hereunder and at Law, including without
     limitation, instituting a replevin action should the Borrower refuse to
     turn over any Collateral to the Agent. The Borrower further acknowledges
     that should the Borrower at any time fail to promptly provide such
     information and access to the Agent, the Borrower acknowledges that the
     Agent would have no adequate remedy at Law to promptly obtain the same. The
     Borrower agrees that the provisions hereof may be specifically enforced by
     the Agent and waives any claim or defense in any such action or proceeding
     that the Agent has an adequate remedy at Law.

17.  This Agreement shall be binding upon and inure to the benefit of the Agent,
     the Banks and their respective successors and assigns, and the Borrower and
     its successors and

                                       -7-
<PAGE>
     assigns, except that the Borrower may not assign or transfer the Borrower's
     obligations hereunder or any interest herein.

18.  This Agreement shall be deemed to be a contract under the laws of the State
     of Ohio and for all purposes shall be governed by and construed in
     accordance with the laws of said State excluding its rules relating to
     conflicts of law.

19.  Any provision of this Agreement which is prohibited or unenforceable in any
     jurisdiction shall not invalidate the remaining provisions hereof, and any
     such prohibition or unenforceability in any jurisdiction shall not
     invalidate or render unenforceable such provision in any other
     jurisdiction.

20.  This Agreement may be executed in any number of counterparts and by
     different parties hereto in separate counterparts, each of which when so
     executed will be deemed to be an original and all of which taken together
     will constitute one and the same agreement. Any party so executing this
     Agreement by facsimile transmission shall promptly deliver a manually
     executed counterpart, provided that any failure to do so shall not affect
     the validity of the counterpart executed by facsimile transmission.

     IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly
authorized, have executed and delivered this Agreement as of the day and year
first above set forth.



                                       WHITEFORD FOODS VENTURE, L. P.

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


                                           By:/s/Albert D. Greenaway
                                           -------------------------
                                              Albert D. Greenaway
                                              President



                                       PNC BANK, NATIONAL ASSOCIATION,
                                       as Agent

                                       By:/s/William C. Miles
                                       ----------------------
                                       Name: William C. Miles
                                       Title: Vice President



                                       -8-

<PAGE>
                                   SCHEDULE A
                                       TO
                               SECURITY AGREEMENT

                         SECURITY INTEREST DATA SUMMARY


     1. The chief executive office of Whiteford Foods Venture, L. P. (the
"Debtor")is located at 770 N. Center Street, Versailles, Ohio 45380.

     2. The Debtor's true, full and corporate name is Whiteford Foods Venture,
L. P. The Debtor uses no trade names or fictitious names except as specified on
the Disclosure Schedule.

     3. All of the Debtor's personal property which has not been delivered to
the Agent pursuant to the terms of this Agreement or the Credit Agreement is
now, and will be at all future times, located at the Debtor's chief executive
office as described in Paragraph 1 above, except as specified on the Disclosure
Schedule.