TWELFTH AMENDMENT TO CREDIT AGREEMENT

     THIS TWELFTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment")is dated as of
March 24, 2000 by and between WHITEFORD FOODS VENTURE, L. P., a Texas limited
partnership (the "Borrower"), PNC BANK, NATIONAL ASSOCIATION, a national banking
association, as Agent (the "Agent")for the Lenders under the below-defined
Credit Agreement, THE FIFTH THIRD BANK OF WESTERN OHIO, an Ohio state banking
corporation, and PNC BANK, NATIONAL ASSOCIATION, a national banking association
(each individually a "Lender" and collectively, the "Lenders").

                                   WITNESSETH:

     WHEREAS, the Borrower, the Agent and the Lenders entered into a Credit
Agreement dated 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, an Eighth Amendment to Credit Agreement dated July 1, 1998, a
Ninth Amendment to Credit Agreement dated as of May 3, 1999, a Tenth Amendment
to Credit Agreement dated as of November 1, 1999 and an Eleventh Amendment to
Credit Agreement dated as of January 1, 2000 (collectively, the "Credit
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. The Credit Agreement is amended as follows:

     1.1  Section 2.1(c)of the Credit Agreement is deleted in its entirety and
          replaced with the following: "Subject to the Default Rate, all
          Revolving Loans outstanding from time to time shall bear interest at a
          rate per annum of 1%plus the Prime Rate of Agent; provided, however,
          that the aggregate outstanding balance of Revolving Loans in excess of
          $2,500,000 will bear interest at a rate per annum of 2%plus the Prime
          Rate of Agent."

     1.2  Section 2.1(e)of the Credit Agreement is amended to delete "March 31,
          2000" from the first sentence thereof and to insert "June 30, 2000" in
          its place.

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

<PAGE>
          "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 hereinafter defined, plus (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 $1,250,000.00, &(iii)the
          applicable Overadvance Amount (as defined below). As used herein,
          "Overadvance Amount" will mean (A)$900,000.00 from the date of the
          Twelfth Amendment to Credit Agreement through April 30,2000,
          (B)$800,000.00 during the period of May 1, 2000 through May 3 1, 2000
          and (C)$700,000.00 from and after June 1, 2000, subject to the right
          of the Lenders to reduce the Overadvance Amount in their sole
          discretion."

     1.4  The third sentence of Section 4.9 (Fiscal Year; Partnership Interests;
          Distributions)of the Credit Agreement is amended in its entirety as
          follows: "The Borrower will not declare or pay any distributions to
          its partners or redeem any partnership interests; provided that for
          the fiscal year ending December 31, 1999, the Borrower may make
          distributions to its partners in an aggregate amount not to exceed S
          132,000."

     1.5  Effective as of December 3 1, 1999, Section 4.12 of the Credit
          Agreement is deleted in its entirety and replaced with the following:

          "4.12 Cash Flow Coverage Ratio. The Borrower will not permit the ratio
          of the Borrower's Cash Flow to the Borrower's Current Maturities of
          Long Term Debt plus interest expense plus distributions to the
          Borrower's partners to be less than the following: (i)0.55 to 1.0 for
          the 12-month period ending December 3 1, 1999; (ii)0.50 to 1 .O for
          the 3-month period ending March 3 1, 2000; (iii)1 .O to 1 .O for the
          6-month period ending June 30, 2000; (iv)1.25 to 1.0 as of September
          30, 2000 (calculated on a 12-month trailing basis)or (v)1.25 to 1 .O
          as of October 3 1,200O and as of the end of each month thereafter'in
          each case calculated on a 12-month trailing basis."

     1.6  Effective as of December 31, 1999, Section 4.13 of the Credit
          Agreement is deleted in its entirety and replaced with the following:

          "4.13 Current Ratio. The Borrower will not pennit the ratio of the
          Borrower's Current Assets to the Borrower's Current Liabilities to be
          less than 1 .O to 1 .O at any time."

     1.7  Effective as of December 3 1, 1999, Section 4.15 of the Credit
          Agreement is deleted in its entirety and replaced with the following:

          "4.15 Minimum Tangible Net Worth. The Borrower will not permit the
          Borrower's Tangible Net Worth plus Subordinated Indebtedness to be
          less than $7,800,000.00 at any time."

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<PAGE>
     1.8  Effective as of December 31, 1999, Section 4.23 of the Credit
          Agreement is deleted in its entirety and replaced with the following:

          "4.23 Canital Exnenditures. The Borrower will not make Capital
          Expenditures which, when calculated in accordance with generally
          accepted accounting principles, would exceed $250,000 in the aggregate
          duringany fiscal year; provided that for the fiscal year ending
          December 3 1, 1999, Borrower may make Capital Expenditures in an
          aggregate amount not to exceed $[801,000]. Unexpended amounts from the
          prior fiscal year may not be carried forward to the next fiscal year."

2.   Each Lender waives any defaults under Sections 4.9,  4.12,  4.13,  4.15 and
     4.23 of the Credit Agreement  occurring prior to the date of this Amendment
     and specifically  disclosed to the Agent in writing.  The waivers set forth
     in this Section 2 will relate only to the specific  matters  covered hereby
     and in no event  will  any  Lender  be  under  any  obligation  to  provide
     additional waivers with regard to those items or any other provision of the
     Credit Agreement, any Note or any of the other Loan Documents.

3.   Any and all references to the Credit  Agreement in any other Loan Documents
     shall be deemed to refer to the 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.

4.   This Amendment is deemed  incorporated into each of the Loan Documents.  To
     the extent that any term 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.

5.   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.

6.   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 the Borrower.

7.   The Borrower and the 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,  conditions  or covenants of the Credit  Agreement or any other Loan
     Document,  all of which remain in full force and effect;  or (ii)a  waiver,
     release or limitation upon the Lenders'exercise of any of their rights and

                                       -3-
<PAGE>
     remedies thereunder, all of which are hereby expressly reserved; or
     (b)shall relieve or release the Borrower in any way from any of its 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)shall
     obligate the Lenders to continue to make advances in the future under the
     Revolving Loans or the Credit Agreement. Further, the Lenders are 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
     after the date of this Amendment.

8.   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.

9.   The Borrower represents and warrants that it does not have any claims,
     counterclaims, setoffs, actions or causes of action, damages or liabilities
     of any kind or nature whatsoever whether at law or in equity, in contract
     or in tort, whether now accrued or hereafter maturing (collectively,
     "Claims")against the Lenders or the Agent, their respective direct or
     indirect parent corporations or any direct or indirect affiliates of such
     parent corporation, or any of the foregoing's respective directors,
     officers, employees, agents, attorneys and legal representatives, or the
     successors or assigns of any of them (collectively, "Lender Parties"), that
     directly or indirectly arise out of, are based upon or are in any manner
     connected with any Prior Related Event. As an inducement to the Lenders and
     the Agent to enter into this Amendment, the Borrower on behalf of itself
     and all of its successors and assigns hereby knowingly and voluntarily
     releases and discharges all Lender Parties from any and all Claims, whether
     known or unknown, that directly or indirectly arise out of, are based upon
     or are in any manner connected with any Prior Related Event. As used
     herein, the term "Prior Related Event" means any transaction, event,
     circumstance, action, failure to act, occurrence of any sort or type,
     whether known or unknown, which occurred, existed, was taken, permitted or
     begun at any time prior to the date of this Amendment or occurred, existed,
     was taken, was permitted or begun in accordance with, pursuant to or by
     virtue of any of the terms of the Credit Agreement or any documents
     executed in connection with the Credit Agreement or which was related to or
     connected in any manner, directly or indirectly, to any of the Loans.

10.  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.

11.  Except as amended hereby, the terms and provisions of the Credit Agreement
     and the other Loan 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.

                                       -4-
<PAGE>
 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: /s/Timothy P. Kelly
                   ----------------------
                   Print Name: Timothy P. Kelly
                   Title: Vice President


                   FIFTH THIRD BANK OF WESTERN OHIO,
                   as a Lender

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


                   PNC BANK, NATIONAL ASSOCIATION,
                   as a Lender

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


                                       -5-
<PAGE>




 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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