AMENDMENT TO ACCOUNTS RECEIVABLE

                               SECURITY AGREEMENT


FOR A VALUABLE CONSIDERATION,  First Community Financial Corporation, an Arizona
corporation  (FCFC)  and  Poore  Brothers  Arizona,   Inc.  Fka  Poore  Brothers
Southwest,  Inc., an Arizona corporation (Borrower) do hereby agree to amend the
following  paragraphs of that certain  Accounts  Receivable  Security  Agreement
dated July 26, 1996, between the parties (as the same may have been amended from
time to time) and  executed  by the  aforementioned  parties,  in the  following
respects:

Paragraph 2.2 shall be amended as follows:

         2.2  Effective  January 1, 1997,  the  Obligations  of Borrower to FCFC
shall bear  interest,  for the actual  days  outstanding  at a rate equal to the
Prime Rate plus 3.5 % per  annum,  computed  on the basis of a 360-day  year for
actual  days  elapsed.  The Prime Rate of 8.25% is the rate in effect as of this
date.  In the event of changes in the Prime Rate from time to time,  the rate of
interest to be charged to Borrower shall be  correspondingly  adjusted as of the
date of the Prime Rate change.  Notwithstanding the foregoing, in no event shall
the interest rate chargeable  hereunder be less than 11.75% per annum.  Interest
is due and payable to FCFC under this  Agreement on the first day of each month.
Any  interest not paid when due shall  become a part of  Borrower's  Obligations
under this Agreement, and shall thereafter bear interest as provided herein.

                  FCFC shall render  statements to Borrower of the  Obligations,
including all principal,  interest and FCFC's Costs owing,  and such  statements
shall be  conclusively  presumed to be correct and  accurate and  constitute  an
account stated between  Borrower and FCFC unless,  within thirty (30) days after
receipt thereof by Borrower,   Borrower notifies FCFC in writing  specifying the
error or errors, if any, contained in any such statements.


Paragraph 2.5 shall be amended as follows:

         2.5 Effective January 1, 1997, in order to further induce FCFC to grant
the Credit  Facility to Borrower,  Borrower  agrees that the  minimum  amount of
interest to be paid  monthly by Borrower to FCFC,  during the  original and each
renewal  term  of this  Agreement,  shall  not be  less  than  $500  per  month.
Notwithstanding  any default by Borrower,  or a termination of this Agreement by
FCFC because of such default, this minimum interest shall be charged to and paid
by Borrower for the unexpired term of this  Agreement.  In the event the monthly
interest  earned  by FCFC on  advances  made by  FCFC  to  Borrower  under  this
Agreement  is less than the minimum set forth above,  Borrower  will pay to FCFC
such difference at the same time as such accrued interest is due and payable.
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Except as  amended  hereby,  all  other  terms and  provisions  of the  Accounts
Receivable  Security  Agreement (as the same may have been amended from time  to
time) shall continue in full force and effect and are hereby ratified, confirmed
and approved.

Dated this 30th day of December, 1996.

Agreed & Accepted                          Agreed & Accepted

Poore Brothers Arizona, Inc.               First Community Financial Corporation
Fka Poore Brothers Southwest, Inc.,        an Arizona corporation

an Arizona corporation

By:  /s/ David J. Brennan                  By:  /s/ James C. Adamany
    -------------------------------            ---------------------------------
    David J. Brennan, President and             James C. Adamany, President
    Chief Executive Officer



                     ACKNOWLEDGMENT & CONSENT OF GUARANTORS


Poore Brothers, Inc. Fka                   Poore Brothers Distributing, Inc.
Poore Brothers Holdings, Inc.              an Arizona corporation


By:  /s/ David J. Brennan                  By:  /s/ David J. Brennan
   ------------------------------              --------------------------------
     David J. Brennan                             David J. Brennan

Its: President and Chief Executive         Its: President and Chief Executive
     -----------------------------              -----------------------------
     Officer                                    Officer
     -------                                    -------