FIRST AMENDMENT TO CREDIT AGREEMENT


     This First Amendment, dated as of March 28, 2002 (the "First Amendment") to
that certain Credit Agreement, dated as of June 27, 2001 (the "Credit
Agreement") among Pinnacle Foods, Inc. (now known as Pennexx Foods, Inc.), as
the Borrower, and Smithfield Foods, Inc., as the Lender.

     The Borrower has requested that the Lender make certain changes to the
Credit Agreement. The Lender has agreed to make those changes to the Credit
Agreement as set forth herein.

     NOW THEREFORE, the Borrower and the Lender hereby agree as follows:

A. The Credit Agreement is amended in the following respects:

     1.   Section 1.1 Defined Terms. is hereby amended by adding the following
          new terms:


          "PIDA Tabor Road Loan" means in connection with the Tabor Road
          Property, loans from or through the Philadelphia Industrial
          Development Corporation and the Pennsylvania Industrial Development
          Authority not to exceed $2,750,000.

          "Smithfield Tabor Road Loans" means in connection with the Tabor Road
          Property, Loans from the Lender pursuant to the terms of the Credit
          Agreement in amounts not to exceed (i) $2,000,000 in connection with
          the purchase of the Tabor Road Property, (ii) $2,000,000 in connection
          with the refurbishing of improvements located on the Tabor Road
          Property, and (ii) $6,500,000 for the purchase of machinery, equipment
          and fixtures to be used and located at the Tabor Road Property.

          "Tabor Road Acquisition" means the Borrower's acquisition of the Tabor
          Road Property pursuant to that certain Agreement of Sale, dated
          January 28, 2002 among PIDC Financing Corporation, a Pennsylvania
          nonprofit corporation; QFAC LLC, a Delaware limited liability company,
          and the Borrower.

          "Tabor Road Permitted Financing Transactions" means the Smithfield
          Tabor Road Loans and the PIDA Tabor Road Loan.

          "Tabor Road Property" means the real property, improvements, fixtures
          and equipment located thereon located at 5501 Tabor Road,
          Philadelphia, Pennsylvania.

     Section 1.1 is further amended by deleting clause (c) of the definition of
"Borrowing Base Amount" and replacing it with the following:

          (c)  The amount of the then outstanding Smithfield Tabor Road Loans;
               plus

          (d)  Such other amounts and for such period of time as Lender shall
               have allowed pursuant to this Agreement.

     2. Section 7.2.2 Indebtedness. is hereby amended by deleting the word "and"
after clause (d), adding the word "and" after clause (e) and adding the
following new text:


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          (f)  Indebtedness pursuant to Tabor Road Permitted Financing
               Transactions;


     3. Section 7.2.3 Liens. is hereby amended by deleting the word "and" after
clause (f), adding the word "and" after clause (g) and adding the following new
text:

          (h)  Liens granted pursuant to Tabor Road Permitted Financing
               Transactions.

     4. Section 7.2.7 Capital Expenditures, etc. is amended by adding the
following new text to the end of Section 7.2.7:

          Notwithstanding the foregoing and provided that no Default or Event of
          Default shall have occurred, the Borrower shall be permitted to make
          Capital Expenditures in connection with the Tabor Road Property in
          amounts not to exceed (a) $2,000,000 in connection with the purchase
          of the Tabor Road Property; (b) $2,000,000 in connection with the
          refurbishing of improvements located on the Tabor Road Property; and
          (c) $6,500,000 for the purchase of machinery, equipment and fixtures
          to be used and located at the Tabor Road Property, provided that
          evidence of such Capital Expenditures shall be provided to the Lender
          on a quarterly basis.

     5. Article 7 is hereby amended by adding the following new text as Section
7.1.9 at the end thereof:

          Section 7.1.9 Tabor Road Property Transactions. In connection with the
          Smithfield Tabor Road Loans, the Borrower agrees to execute and
          deliver a mortgage and security agreement in favor of the Lender,
          which mortgage and security agreement shall be in form and substance
          reasonably satisfactory to the Lender, creating first priority liens
          on the Tabor Road Property and all fixtures and equipment located at
          the Tabor Road Property. Upon receipt of the proceeds of the PIDA
          Tabor Road Loan, the Borrower shall apply all such funds to repay the
          Lender for Loans hereunder. Upon receipt of such funds, the Lender
          agrees to execute a subordination and/or intercreditor agreement in
          form and substance satisfactory to the Borrower and the Philadelphia
          Industrial Development Corporation and the Pennsylvania Industrial
          Development Authority subordinating the Lender's rights and priority
          under the Lender's mortgage and security agreement encumbering the
          Tabor Road Property and the fixtures and equipment located at the
          Tabor Road Property and to the rights and priority of the liens of the
          lenders making the PIDA Tabor Road Loan.

     6. Section 4.1 is hereby amended by deleting all text and replacing it with
the following:

          Section 4.1 Use of Proceeds. The Borrower shall apply the proceeds of
          the Loan to finance Inventory or Receivables, or with the Lender's
          prior written consent, machinery and equipment, or to purchase the
          Tabor Road Property, or to refurbish the improvements located on the
          Tabor Road Property, or to purchase machinery, equipment and fixtures
          to be used and located at the Tabor Road Property, subject, however,
          to the limitations set forth in Section 7.2.7.

B.   The Borrower represents and warrants that, as of the date hereof, it is not
     in default of the terms of the Credit Agreement, as amended hereby, or any
     of the other documents executed between the Borrower and the Lender in
     connection therewith.


<PAGE>
C.   This First Amendment may be executed in any number of counterparts, each of
     which when so executed and delivered shall be deemed an original.

D.   This First Amendment and the Credit Agreement, as amended hereby, shall be
     deemed to be contracts made under, and for all purposes shall be construed
     in accordance with the laws of the Commonwealth of Pennsylvania.

                            (Signature Page Follows)


<PAGE>
          IN WITNESS WHEREOF, the parties hereto have executed or caused this
          instrument to be executed under seal as of the day and year first
          above written.


                                            PENNEXX FOODS, INC.,
                                            a Pennsylvania corporation,
                                            f/k/a Pinnacle Foods, Inc.


                                            By:/s/ Michael D. Queen
                                               --------------------
                                            Name: Michael D. Queen
                                                  ----------------
                                            Title: President
                                                   ---------


                                            SMITHFIELD FOODS, INC.,
                                            a Virginia corporation


                                            By:/s/ Daniel G. Stevens
                                               ---------------------
                                            Name: Daniel G. Stevens
                                                  -----------------
                                            Title: Vice President and
                                                   ------------------
                                                   Chief Financial Officer
                                                   -----------------------