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                                                                    Exhibit 10.2

                                 AMENDMENT NO. 4

     This Amendment (this "Amendment") is made as of July 17, 1999 by and among
The First National Bank of Chicago, individually and as agent ("Agent"), the
other financial institutions signatory hereto and Luigino's, Inc., a Minnesota
corporation (the "Borrower").

                                    RECITALS

     A. The Borrower, the Agent and the Lenders are party to that certain credit
agreement dated as of February 4, 1999 (as amended, the "Credit Agreement").
Unless otherwise specified herein, capitalized terms used in this Amendment
shall have the meanings ascribed to them by the Credit Agreement.

     B. The Borrower and the undersigned Lenders wish to amend certain
provisions of the Credit Agreement on the terms and conditions set forth below.

     Now, therefore, in consideration of the mutual execution hereof and other
good and valuable consideration, the parties hereto agree as follows:

     1. Amendment. Upon the effectiveness hereof pursuant to Section 2 below,
Section 6.27.1 of the Credit Agreement is amended in its entirety to read as
follows effective as of July 17, 1999:

          6.27. Financial Covenants. The Borrower shall not permit:

               6.27.1 Cash Flow Leverage Ratio. As of any Quarterly Measurement
          Date, the Cash Flow Leverage Ratio to be greater than the ratio
          specified in the following table for any Quarterly Measurement Date
          occurring in the specified period:

                        Period                              Ratio
                        ------                              -----
          First fiscal quarter of fiscal year 1999          4.80:1

          Second fiscal quarter of fiscal year 1999         6.25:1

          Third fiscal quarter of fiscal year 1999          6.25:1

          Fourth fiscal quarter of fiscal year 1999         6.25:1

          First fiscal quarter of fiscal year 2000          6.00:1

          Second fiscal quarter of fiscal year 2000         5.50:1

          Third fiscal quarter of fiscal year 2000          5.00:1
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          Beginning of fourth fiscal quarter of fiscal        4.25:1
          year 2000 and all times thereafter

     2. Effective Time. This Amendment shall be deemed effective as of the date
hereof upon the execution and delivery hereof by the Borrower, the Agent and the
Required Lenders (without respect to whether it has been executed and delivered
by all Lenders).

     3. Miscellaneous.

          (a) The execution, delivery and effectiveness of this Amendment shall
     not operate as a waiver of any right, power or remedy of the Agent or any
     Lender under the Credit Agreement or any Loan Document, nor constitute a
     waiver of any provision of the Credit Agreement or any Loan Document,
     except as specifically set forth herein.

          (b) Section headings in this Amendment are included herein for
     convenience of reference only and shall not constitute a part of this
     Amendment for any other purposes.

          (c) This Amendment may be executed in any number of counterparts, each
     of which when so executed shall be deemed an original but all such
     counterparts shall constitute one and the same instrument.

     4. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAWS PROVISIONS)
OF THE STATE OF ILLINOIS BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO
NATIONAL BANKS.

     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
and year first above written.

                                        THE FIRST NATIONAL BANK OF
                                        CHICAGO, individually and as Agent

                                        By: /s/ Lisa Whatley
                                            ----------------------------------
                                        Its: Vice President
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                                        U.S. Bank National Association (f/k/a/
                                        First Bank National Association)

                                        By: /s/ William Umscheid
                                            ----------------------------------
                                        Its: Vice President
                                            ----------------------------------


                                        Luigino's, Inc.

                                        By: /s/ Joel C Kozlak
                                            ----------------------------------
                                        Its: Chief Financial Officer
                                            ----------------------------------

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