REVOLVING NOTE


$3,000,000                                                       October 3, 1999
                                                          Minneapolis, Minnesota

     FOR VALUE RECEIVED, POORE BROTHERS, INC., a corporation organized under the
laws of the State of Delaware ("PBI"),  POORE BROTHERS ARIZONA, INC., an Arizona
corporation ("PBAI"), POORE BROTHERS DISTRIBUTING,  INC., an Arizona corporation
("PBDI"),  TEJAS PB  DISTRIBUTING,  INC., an Arizona  corporation  ("Tejas") and
WABASH FOODS, LLC, a Delaware limited liability company ("Wabash"),  (PBI, PBAI,
PBDI,  Tejas and Wabash each a Borrower and  collectively  the "Borrower" or the
"Borrowers"),  hereby jointly and severally  promise to pay to the order of U.S.
BANCORP REPUBLIC COMMERCIAL  FINANCE,  INC. (the "Lender") at its main office in
Minneapolis,  Minnesota,  in lawful  money of the  United  States of  America in
immediately  available  funds on the  Revolving  Maturity Date (as such term and
each other  capitalized  term used  herein are  defined in the Credit  Agreement
hereinafter  referred to) the principal  amount of THREE MILLION  DOLLARS AND NO
CENTS  ($3,000,000)  or, if less, the aggregate  unpaid  principal amount of all
Revolving  Advances  made by the Lender under the Credit  Agreement,  and to pay
interest  (computed  on the basis of actual days elapsed and a year of 360 days)
in  like  funds  on the  unpaid  principal  amount  hereof  from  time  to  time
outstanding at the rates and times set forth in the Credit Agreement.

     This note is the Revolving Note referred to in the Credit  Agreement  dated
as of October 3, 1999 (as the same may be hereafter  from time to time  amended,
restated or modified,  the "Credit  Agreement")  between the undersigned and the
Lender.  This note is secured, it is subject to certain permissive and mandatory
prepayments and its maturity is subject to  acceleration,  in each case upon the
terms provided in said Credit Agreement.

     In the event of default hereunder,  the undersigned agrees to pay all costs
and  expenses  of  collection,   including   reasonable   attorneys'  fees.  The
undersigned waives demand, presentment, notice of nonpayment, protest, notice of
protest and notice of dishonor.
<PAGE>
     THE  VALIDITY,  CONSTRUCTION  AND  ENFORCEABILITY  OF THIS  NOTE  SHALL  BE
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA WITHOUT GIVING EFFECT TO
THE CONFLICT OF LAWS PRINCIPLES THEREOF.

                                        POORE BROTHERS, INC.

                                        By
                                           -------------------------------------
                                           Title


                                        POORE BROTHERS ARIZONA, INC.

                                        By
                                           -------------------------------------
                                           Title


                                        POORE BROTHERS DISTRIBUTING, INC.

                                        By
                                           -------------------------------------
                                           Title


                                        TEJAS PB DISTRIBUTING, INC.

                                        By
                                           -------------------------------------
                                           Title


                                        WABASH FOODS, LLC

                                        By
                                           -------------------------------------
                                           Title
<PAGE>
                                   TERM NOTE A


$5,800,000                                                       October 3, 1999
                                                          Minneapolis, Minnesota

     FOR VALUE RECEIVED, POORE BROTHERS, INC., a corporation organized under the
laws of the State of Delaware ("PBI"),  POORE BROTHERS ARIZONA, INC., an Arizona
corporation ("PBAI"), POORE BROTHERS DISTRIBUTING,  INC., an Arizona corporation
("PBDI"),  TEJAS PB  DISTRIBUTING,  INC., an Arizona  corporation  ("Tejas") and
WABASH FOODS, LLC, a Delaware limited liability company ("Wabash"),  (PBI, PBAI,
PBDI,  Tejas and Wabash each a Borrower and  collectively  the "Borrower" or the
"Borrowers"),  hereby jointly and severally  promise to pay to the order of U.S.
BANCORP REPUBLIC COMMERCIAL  FINANCE,  INC. (the "Lender") at its main office in
Minneapolis,  Minnesota,  in lawful  money of the  United  States of  America in
immediately  available funds, the principal amount of FIVE MILLION EIGHT HUNDRED
THOUSAND DOLLARS AND NO CENTS ($5,800,000), and to pay interest (computed on the
basis of actual days elapsed and a year of 360 days) in like funds on the unpaid
principal amount hereof from time to time outstanding at the rates and times set
forth in the Credit Agreement.

     The principal hereof is payable in seventy-eight monthly installments, each
payment in the amount of $74,359,  commencing  on February 1, 2000 and the first
day of each month  thereafter  until July 1, 2006 when the  remaining  principal
balance and all accrued interest shall be payable.

     This note is the Term Note A referred to in the Credit  Agreement  dated as
of  October  3, 1999 (as the same may  hereafter  be from time to time  amended,
restated or otherwise modified,  the "Credit Agreement") between the undersigned
and  the  Lender.   This  note  is  secured  and  its  maturity  is  subject  to
acceleration, in each case upon the terms provided in said Credit Agreement.

     In the event of default hereunder,  the undersigned agrees to pay all costs
and  expenses  of  collection,   including   reasonable   attorneys'  fees.  The
undersigned waives demand, presentment, notice of nonpayment, protest, notice of
protest and notice of dishonor.
<PAGE>
     THE  VALIDITY,  CONSTRUCTION  AND  ENFORCEABILITY  OF THIS  NOTE  SHALL  BE
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA WITHOUT GIVING EFFECT TO
THE CONFLICT OF LAWS PRINCIPLES THEREOF.

                                        POORE BROTHERS, INC.

                                        By
                                           -------------------------------------
                                           Title


                                        POORE BROTHERS ARIZONA, INC.

                                        By
                                           -------------------------------------
                                           Title


                                        POORE BROTHERS DISTRIBUTING, INC.

                                        By
                                           -------------------------------------
                                           Title


                                        TEJAS PB DISTRIBUTING, INC.

                                        By
                                           -------------------------------------
                                           Title


                                        WABASH FOODS, LLC

                                        By
                                           -------------------------------------
                                           Title
<PAGE>
                                   TERM NOTE B


$350,000                                                         October 3, 1999
                                                          Minneapolis, Minnesota

     FOR VALUE RECEIVED, POORE BROTHERS, INC., a corporation organized under the
laws of the State of Delaware ("PBI"),  POORE BROTHERS ARIZONA, INC., an Arizona
corporation ("PBAI"), POORE BROTHERS DISTRIBUTING,  INC., an Arizona corporation
("PBDI"),  TEJAS PB  DISTRIBUTING,  INC., an Arizona  corporation  ("Tejas") and
WABASH FOODS, LLC, a Delaware limited liability company ("Wabash"),  (PBI, PBAI,
PBDI,  Tejas and Wabash each a Borrower and  collectively  the "Borrower" or the
"Borrowers"),  hereby jointly and severally  promise to pay to the order of U.S.
BANCORP REPUBLIC COMMERCIAL  FINANCE,  INC. (the "Lender") at its main office in
Minneapolis,  Minnesota,  in lawful  money of the  United  States of  America in
immediately  available  funds,  the  principal  amount  of THREE  HUNDRED  FIFTY
THOUSAND DOLLARS AND NO CENTS ($350,000),  and to pay interest  (computed on the
basis of actual days elapsed and a year of 360 days) in like funds on the unpaid
principal amount hereof from time to time outstanding at the rates and times set
forth in the Credit Agreement.

     The  principal  hereof is  payable  in twelve  monthly  installments,  each
payment in the amount of  $29,166.67,  commencing on April 30, 2000 and the last
day of each month thereafter  until March 31, 2001 when the remaining  principal
balance and all accrued interest shall be payable.

     This note is the Term Note B referred to in the Credit  Agreement  dated as
of  October  3, 1999 (as the same may  hereafter  be from time to time  amended,
restated or otherwise modified,  the "Credit Agreement") between the undersigned
and  the  Lender.   This  note  is  secured  and  its  maturity  is  subject  to
acceleration, in each case upon the terms provided in said Credit Agreement.

     In the event of default hereunder,  the undersigned agrees to pay all costs
and  expenses  of  collection,   including   reasonable   attorneys'  fees.  The
undersigned waives demand, presentment, notice of nonpayment, protest, notice of
protest and notice of dishonor.
<PAGE>
     THE  VALIDITY,  CONSTRUCTION  AND  ENFORCEABILITY  OF THIS  NOTE  SHALL  BE
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA WITHOUT GIVING EFFECT TO
THE CONFLICT OF LAWS PRINCIPLES THEREOF.

                                        POORE BROTHERS, INC.

                                        By
                                           -------------------------------------
                                           Title


                                        POORE BROTHERS ARIZONA, INC.

                                        By
                                           -------------------------------------
                                           Title


                                        POORE BROTHERS DISTRIBUTING, INC.

                                        By
                                           -------------------------------------
                                           Title


                                        TEJAS PB DISTRIBUTING, INC.

                                        By
                                           -------------------------------------
                                           Title


                                        WABASH FOODS, LLC

                                        By
                                           -------------------------------------
                                           Title