Exhibit 10.18


                             MODIFICATION AGREEMENT


         THIS MODIFICATION AGREEMENT is made as of the 31st day of August, 2002
by and among PENNEXX FOODS, INC., formerly known as Pinnacle Foods, Inc., a
Pennsylvania corporation (the "Company"), SMITHFIELD FOODS, INC., a Virginia
corporation, MICHAEL D. QUEEN, an individual, and ELLIS M. SHORE, an individual
("Shore").

                                   WITNESSETH:

         The Company and Shore are parties to that certain Consulting  Agreement
dated   March  1,   2001  (the   "Consulting   Agreement")   and  that   certain
Indemnification Agreement dated June 27, 2001 (the "Indemnification Agreement").
The  parties  to  this  Modification  Agreement  are  parties  to  that  certain
Standstill  Agreement dated June 27, 2001 (the "Standstill  Agreement") and that
certain  Stock  Purchase  Agreement  dated  May 31,  2001 (the  "Stock  Purchase
Agreement").  The Company and Shore wish to terminate the  Consulting  Agreement
and the parties wish to modify the  Standstill  Agreement and the Stock Purchase
Agreement  on the  terms  and  subject  to the  conditions  set  forth  in  this
Agreement.

         NOW,  THEREFORE,  for  and in  consideration  of the  mutual  covenants
contained  in  this  Modification   Agreement,   and  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound, hereby agree as follows:

1. Consulting Agreement.
   --------------------

(a)  Termination.  Except as and to the extent set forth in subparagraph  (e) of
this Paragraph 1, the Consulting Agreement be and it hereby is terminated in all
respects effective as of the date set forth above.

(b)  Installment  Payment.  For and in  consideration  of the termination of the
Consulting  Agreement,  Company  shall and hereby agrees to pay Shore the sum of
One Hundred Fifty Thousand Dollars  ($150,000) in twenty-six (26) equal biweekly
installments payable over the period from the date hereof to August 31, 2003.

(c) Health Insurance. The Company shall and hereby agrees to provide and pay for
the costs of medical and health insurance for Shore and Shore's wife for the two
year  period  ending  August 31,  2004 with the same  benefits  as are  provided
currently to senior executives of the Company.

(d) Company Property.  Shore shall and hereby agrees  immediately upon execution
of this Modification Agreement to return to the Company all advertising,  sales,
and other materials or articles or information,  including  without  limitation,
data  processing  reports,  customer sales  analyses,  invoices,  price lists or
information,  samples,  budgets,  business

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plans, strategic plans, financing applications, reports, memoranda,
correspondence, financial statements, and any other materials or data of any
kind furnished to Shore by Company or developed by Shore on behalf of Company or
at Company's direction or for Company's use in connection with Shore's
engagement under the Consulting Agreement.

(e)  Non-Competition,  Trade Secrets,  Etc.  Notwithstanding  termination of the
Consulting Agreement,  the provisions of paragraph 9 of the Consulting Agreement
shall survive termination in accordance with its terms.

2. Indemnification  Agreement.  Nothing contained in this Modification Agreement
shall affect or be deemed to affect the  Indemnification  Agreement  which shall
survive execution and delivery of this  Modification  Agreement and shall remain
in full force and effect in accordance with its terms.

3. Standstill Agreement.
------------------------

(a)  Termination  of  Shore's  Obligations.  From  and  after  the  date of this
Modification  Agreement,  all  obligations of Shore  contained in the Standstill
Agreement be and they hereby are terminated absolutely.

(b) No  Other  Change.  Except  to the  extent  modified  by  this  Modification
Agreement, the Standstill Agreement shall survive execution and delivery of this
Modification Agreement in accordance with its terms.

4. Stock Purchase Agreement.
----------------------------

(a)  Termination  of  Shore's  Obligations.  From  and  after  the  date of this
Modification Agreement, all obligations of Shore contained in the Stock Purchase
Agreement be and they hereby are terminated absolutely.

(b) No  Other  Change.  Except  to the  extent  modified  by  this  Modification
Agreement,  the Stock Purchase Agreement shall survive execution and delivery of
this Modification Agreement in accordance with its terms.

5. Releases.
------------

(a) Release by Shore. Except for the obligations contained in this Agreement and
in the Indemnification Agreement, Shore, for himself and for his heirs, personal
representatives,  successors,  and  assigns,  jointly and  severally,  releases,
acquits,  and forever discharges,  and hereby does release,  acquit, and forever
discharge each of the other parties to this  Modification  Agreement,  and their
respective heirs, personal representatives, successors, and assigns, jointly and
severally,  of and from all actions,  causes of action,  claims,  suits,  debts,
dues, accounts, bonds, covenants, contracts, agreements, judgments, damages, and
costs whatsoever in law or in equity including, without intending any limitation
on the generality of the foregoing,  any claim  concerning,  related to, arising
out of, or in any way connected  with the Standstill  Agreement,  the Consulting
Agreement,  or the Stock Purchase  Agreement  which Shore,  his heirs,  personal
representatives,  successors, or assigns, or any of them can, shall, or may have
from the beginning of the world to the date of this Modification Agreement.

<PAGE>


(b) Release of Shore. Except for the obligations contained in this Agreement and
in the  Indemnification  Agreement,  each of the  parties  to this  Modification
Agreement other than Shore,  for itself or himself and for its or his respective
heirs, personal representatives, successors, and assigns, jointly and severally,
releases,  acquits, and forever discharges, and hereby does release, acquit, and
forever discharge Shore and his heirs, personal representatives, successors, and
assigns,  jointly  and  severally,  of and from all  actions,  causes of action,
claims, suits, debts, dues, accounts, bonds, covenants,  contracts,  agreements,
judgments,  damages, and costs whatsoever in law or in equity including, without
intending  any  limitation  on  the  generality  of  the  foregoing,  any  claim
concerning,  related  to,  arising  out of,  or in any way  connected  with  the
Standstill Agreement,  the Consulting Agreement, or the Stock Purchase Agreement
which such party, his or her heirs,  personal  representatives,  successors,  or
assigns,  or any of them can, shall, or may have from the beginning of the world
to the date of this Modification Agreement.

6. Miscellaneous.
-----------------

(a) Indulgences, Etc. Neither the failure nor any delay on the part of any party
to exercise any right,  remedy,  power or privilege  under this Agreement  shall
operate as a waiver  thereof,  nor shall any single or partial  exercise  of any
right,  remedy, power or privilege preclude any other or further exercise of the
same or of any other right, remedy, power or privilege,  nor shall any waiver of
any  right,  remedy,  power or  privilege  with  respect  to any  occurrence  be
construed as a waiver of such right,  remedy, power or privilege with respect to
any other  occurrence.  No waiver shall be effective unless it is in writing and
is signed by the party asserted to have granted such waiver.

(b) Controlling Law. This Agreement and all questions  relating to its validity,
interpretation,  performance and  enforcement  (including,  without  limitation,
provisions  concerning  limitations  of  actions),  shall  be  governed  by  and
construed  in  accordance  with the laws of the  Commonwealth  of  Pennsylvania,
notwithstanding  any  conflict-of-laws  doctrines  of  any  jurisdiction  to the
contrary,  and  without  the aid of any canon,  custom or rule of law  requiring
construction against the draftsman.

(c) Notices. All notices, requests, demands and other communications required or
permitted  under this Agreement  shall be in writing and shall be deemed to have
been duly given, made and received only when delivered  (personally,  by courier
service such FedEx or by other messenger) against receipt or upon actual receipt
of registered or certified  mail,  postage  prepaid,  return receipt  requested,
addressed as set forth in the Consulting Agreement, the Standstill Agreement, or
the Stock Purchase Agreement.

(d) Binding Nature of Agreement; No Assignment.  This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective  heirs,
personal  representatives,  successors  and  assigns,  except  that no party may
assign or transfer its rights nor delegate its obligations  under this Agreement
without the prior written consent of the other parties hereto.

(e) Execution in  Counterparts.  This Agreement may be executed in any number of
counterparts,  each of which  shall be deemed to be an  original  as against any
party

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whose signature appears thereon, and all of which shall together constitute one
and the same instrument. This Agreement shall become binding when one or more
counterparts hereof, individually or taken together, shall bear the signatures
of all of the parties reflected hereon as the signatories.

(f) Provisions  Separable.  The provisions of this Agreement are  independent of
and separable  from each other,  and no provision  shall be affected or rendered
invalid or  unenforceable by virtue of the fact that for any reason any other or
others of them may be invalid or unenforceable in whole or in part.

(g) Entire Agreement. This Agreement contains the entire understanding among the
parties  hereto with respect to the subject  matter  hereof,  and supersedes all
prior  and  contemporaneous   agreements  and  understandings,   inducements  or
conditions, express or implied, oral or written, except as herein contained. The
express  terms hereof  control and supersede  any course of  performance  and/or
usage of the trade inconsistent with any of the terms hereof. This Agreement may
not be modified or amended other than by an agreement in writing.

(h)  Paragraph  Headings.  The  Paragraph  and  subparagraph  headings  in  this
Agreement  have been inserted for  convenience of reference  only;  they form no
part of this Agreement and shall not affect its interpretation.

(i)  Gender,  Etc.  Words  used  herein,  regardless  of the  number  and gender
specifically  used,  shall be deemed and  construed to include any other number,
singular or plural, and any other gender, masculine,  feminine or neuter, as the
context indicates is appropriate.

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

                          PENNEXX FOODS, INC.,
                          formerly known as PINNACLE FOODS, INC.


                          By:      /s/ Michael D. Queen
                               ---------------------------
                               Michael D. Queen, President


                                   /s/ Ellis M. Shore     (SEAL)
                               --------------------------
                               Ellis  M. Shore



                            SMITHFIELD FOODS, INC.

                            By:     /s/ C. Larry Pope
                                   ------------------------
                                   C. Larry Pope, President

                                   /s/ Michael D. Queen  (SEAL)
                                    ---------------------------
                                   Michael D. Queen