AMENDMENT NO. 1 TO ESCROW AGREEMENT


            Amendment No. 1 to Escrow Agreement (this "Agreement"),  dated as of
February  1, 2000,  by and among  Liberty  Food Group,  LLC, a Delaware  limited
liability  company  (the  "Buyer"),   Ferro  Foods   Corporation,   a  New  York
corporation,  Frank Ferro, Sr. and Frank Gambino  (collectively,  the "Seller"),
and Herrick, Feinstein LLP (the "Escrow Agent").

                                    RECITALS

            WHEREAS, the parties hereto have executed the Escrow Agreement dated
as of November 23, 1999 (the "Escrow  Agreement";  capitalized terms used herein
not otherwise  defined shall have the meanings given to such terms in the Escrow
Agreement)  pursuant to which,  among other  things,  the Shares were subject to
escrow  until a financial  accommodation  to satisfy the Debt was in place which
was satisfactory to the Buyer;

            WHEREAS,  since the financial  accommodation was not in place at the
time  stipulated for in the Escrow  Agreement,  the Buyer and the Seller wish to
amend the  Escrow  Agreement  upon the terms  and  conditions  set forth in this
Agreement.

            NOW,  THEREFORE,   in  consideration  of  the  premises  and  mutual
covenants  contained  herein,  and other good and  valuable  consideration,  the
receipt and  sufficiency  of which is hereby  acknowledged,  the parties  hereto
agree as follows:

            1. Each of the Sellers  hereby  acknowledges  that the Buyer and its
business have been economically harmed and the value of the Purchased Assets has
been diminished as a result of the failure of the establishment of the financial
accommodation  to satisfy  the Debts as  required  pursuant  to the terms of the
Purchase Agreement and Escrow Agreement.  Accordingly, the Sellers and the Buyer
agree as follows:

                  (i) 67,000 of the Shares belonging to Ferro Foods  Corporation
shall be released  from escrow and  transferred  to Suan  Investments  (50,400);
Martin Siegel (8,000);  Stoubridge  Investments  (5,600), Eli Goldin (2,500) and
Ira Dick (500).

                  (ii)  The  balance  of  the  Shares  (1,933,000)  (hereinafter
referred to as the "Escrow  Shares") shall remain subject to escrow and released
only upon the written  instructions  of the Buyer.  It is the  intention  of the
Seller that the Escrow Shares shall be used, to the extent possible,  to satisfy
outstanding debts and liabilities of the Business and the Purchased Assets.

            2. Seller  hereby  agrees,  acknowledges  and confirms  that (i) the
Escrow  Shares shall not be released to the Seller unless and until the Buyer is
satisfied,  in its  sole  and  absolute  discretion,  that  all  liabilities  or
obligations of the Business and any  liabilities or obligations of the Seller or
the  Principals in  connection  with or related to the Business or the Purchased
Assets  have been  satisfied  and (ii) the  Seller  shall  have no rights to the
Escrow Shares until and unless the Buyer  releases  said shares,  in said amount
and at times to be determined in the sole discretion of the Buyer.



<PAGE>

            3. The Seller  hereby agrees that the Escrow Agent shall be entitled
to act upon the receipt of a letter from the Buyer  instructing the Escrow Agent
as to whom any portion of the Escrow Shares shall be delivered.

            4.  Entire  Agreement.  This  Agreement  and  the  Escrow  Agreement
constitute the entire  agreement  between the parties hereto with respect to the
subject  matter hereof and  supersedes  all prior written or oral  negotiations,
representations,  agreements,  commitments,  contracts  or  understandings  with
respect thereto and no  modification,  alteration or amendment to this Agreement
may be made  unless  the same shall be in  writing  and  signed by both  parties
hereto.

            5. Full Force and Effect.  Other than as  specifically  set forth in
this Agreement, all terms and conditions of the Escrow Agreement shall remain in
full force and effect.  All  references to the Escrow  Agreement  after the date
hereof  shall   automatically   be  deemed  to  include  this  Agreement,   and,
accordingly,  without limiting the generality of this sentence, it is understood
and agreed that the defined term "Agreement" includes,  collectively, the Escrow
Agreement and this Agreement.

            6.    Governing   Law.  This  Agreement  and  the  rights  of  the
                  ---------------
parties shall be governed by, and  construed in accordance  with the laws of the
State of New York without giving effect to principles of conflicts of law.

            7.    References.   The  headings  in  this   Agreement   are  for
                  ----------
 convenience of reference only and not for any other purpose.

            8.    Counterparts.  This  Amendment  may  be  executed  in one or
                  ------------
 more  counterparts and as so executed shall constitute one agreement  binding
 on the Seller and the Buyer.



       [Remainder of Page Intentionally Omitted; Signature Page to Follow]



<PAGE>


            IN WITNESS WHEREOF,  the parties hereto have executed this Agreement
 on the date and year first above written.

                                     HERRICK, FEINSTEIN LLP
                                     as Escrow Agent


                                     By: /s/
                                          Name: Herrick, Feinstein LLP


                                     FERRO FOODS CORPORATION

                                             /s/
                                     -------------------------------
                                     Frank Ferro, Sr.
                                     President

                                             /s/
                                     --------------------------------
                                     Frank Gambino
                                     Secretary & Tresurer



                                     LIBERTY FOOD GROUP, LLC

                                     By:  LIBERTY GROUP HOLDINGS, INC.,
                                          f/k/a BIO-RESPONSE, INC.,
                                                its sole member


                                          By:   _____/s/____________________
                                                Name: Barry Hawk
                                                Title: President