EMPLOYMENT AGREEMENT

         This  employment  agreement  ("Agreement")  is made  and  entered  into
effective  as of the 14th day of  February,  1997  ("Effective  Date"),  by  and
between POORE BROTHERS,  INC. ("Company"),  a Delaware corporation,  and GLEN E.
FLOOK ("Employee"), a married man.

         In consideration of the mutual promises and covenants contained herein,
and other good and valuable consideration, the receipt of which is acknowledged,
Company and Employee agree as provided in this Agreement.

         1. Employment.  Company hereby employs  Employee,  and Employee accepts
employment  by  Company,  upon  the  terms  and  conditions  contained  in  this
Agreement.


         2. Term.  Employee's  employment by Company shall  commence on March 3,
1997,  and shall  continue  until either  Company or Employee gives to the other
party written notice of  termination.  Employee shall be an employee at will and
if Employee's employment is terminated,  Employee's status as officer of Company
shall also be terminated.  Either  Company or Employee may terminate  Employee's
employment by Company with or without cause upon written  notice of  termination
to the other party.

         3.  Title.  During  the period of  Employee's  employment  by  Company,
Employee  shall be the Vice  President--Manufacturing  of Company and shall have
such rights,  powers and  authority in such  positions as may be  designated  by
Company's Board of Directors from time to time.

         4. Compensation. During the period of Employee's employment by Company,
Employee shall receive from Company an annual salary of $95,000.00,  which shall
be payable  proportionately  on Company's  regular payroll payment dates for its
employees. Employee's annual salary shall be subject to change at the discretion
of Company's compensation committee.

         5.  Bonuses.  For the year 1997,  so long as  Employee  is  employed by
Company at December 31, 1997,  Employee shall be entitled to a performance bonus
of at least Fifteen Thousand Dollars ($15,000.00), the precise amount thereof to
be  determined  in  the  discretion  of  Company's  Compensation  Committee.  In
addition, upon completion to Company's satisfaction of the continuous production
manufacturing  line  located at  Company's  new place of business  in  Goodyear,
Arizona, on South Poore Brothers Drive,  Employee shall be entitled to receive a
bonus  of  Fifteen  Thousand  Dollars   ($15,000.00).   The  parties   presently
contemplate  such  opening  shall occur on or about  April 1, 1997.  Thereafter,
<PAGE>
during and for the balance,  if any, of the period of  Employee's  employment by
Company,  Employee  shall  receive such  bonuses,  whether  incentive,  merit or
otherwise  and whether  cash,  stock or  otherwise,  as  Company's  compensation
committee shall determine from time to time.

         6.  Fringe  Benefits.  During the period of  Employee's  employment  by
Company, Employee shall be entitled to participate in all of Company's qualified
retirement plans and welfare benefit plans (e.g., group health insurance) on the
same basis as  Company's  other  employees.  In  addition,  during the period of
Employee's  employment by Company,  Employee shall be entitled to participate in
all  non-qualified  deferred  compensation and similar  compensation,  bonus and
stock plans offered, sponsored or established by Company.

         7. Telephone,  Credit Card and Expense Allowance.  During the period of
Employee's  employment  by  Company,  Company  shall  furnish  to  Employee  the
following:

                  (a)  Company  shall  furnish to  Employee a mobile or cellular
telephone for Employee's  use and shall pay all charges in connection  therewith
(except Employee shall reimburse  Company for the charges each month that are in
excess of $200 of charges in such month which are not  accounted for by Employee
as charges for the  purposes of  Company).  The  telephone  to be  furnished  to
Employee shall be agreed upon by Company and Employee from time to time.

                  (b) Company  shall  furnish to Employee a Company  credit card
for Employee to use solely for purposes of Company.

                  (c)  Company   shall  also  pay  to   Employee  a   $30,000.00
nonaccountable expense allowance to defray Employee's reasonable costs of moving
and relocation. Of this allowance, $15,000.00 shall be paid within five (5) days
after  execution of this  Agreement and the balance shall be payable on March 3,
1997 if Employee  commences  employment with Company in Goodyear,  Arizona on or
before said date; provided,  that if Employee terminates this Agreement prior to
commencing   employment,   Employee   shall  repay  to  Company  the  $15,000.00
theretofore received from Company.

         8. Options.  Company  hereby grants to Employee the right and option to
purchase 75,000 shares of Company's $0.01 par value voting common stock ("Common
Stock"),  in accordance  with Company's  1995 Stock Option Plan  ("Plan"),  at a
price per share equal to $3.9375  per share.  These  options  will vest in equal
25,000 share
<PAGE>
increments on the first,  second and third  anniversaries of the Effective Date.
Employee  acknowledges receipt of a copy of the Plan and agrees to the terms set
forth therein.  Employee  further  recognizes that the Plan is subject to change
from time to time by the Board of  Directors  of  Company.  All of the terms and
conditions of the options  described  herein shall  otherwise be governed by the
terms of the Plan  including,  without  limitation,  exercise  dates and  times,
payment of option prices, revisions of the options, expiration and the like, all
of the terms and  conditions of which Plan are  incorporated  by reference  into
this portion of this Agreement as if fully rewritten herein.

         9. Confidentiality.

                  (a) During the period of Employee's  employment by Company and
for a one year period  thereafter,  Employee  shall hold in confidence and shall
not  disclose or publish,  except in the  performance  of his duties  under this
Agreement,  any Confidential Information (as defined below) that is presented or
disclosed to him in connection with his employment by Company.

                  (b)  Subject to the  provisions  of Section  9(c)  below,  for
purposes  of this  Agreement  the term  "Confidential  Information"  shall  mean
information  or  material  that is  proprietary  to and owned by  Company.  Such
Confidential  Information shall include,  without limitation,  Company's recipes
for specialty potato chips,  manufacturing  processes,  customer lists, supplier
lists and pricing information.

                  (c)  Notwithstanding  the  foregoing,  the  term  Confidential
Information shall not include any information or material that:

                            (i) is in, or has passed into, the public domain;

                            (ii) is lawfully  received by Employee  from a third
                  party;

                            (iii) is required to be disclosed by Employee by law
                  or pursuant to an order determination issued by a court or any
                  federal,  state  or  municipal  regulatory  or  administrative
                  agency; or

                            (iv) was in the possession of, or known by, Employee
                  prior to his Employment by Company.
<PAGE>
                  (d) Employee acknowledges that the Confidential Information of
Company  is unique in  character  and that  Company  would not have an  adequate
remedy at law for a material breach or threatened material breach by Employee of
his covenants under this Section 9. Employee  therefor agrees that, in the event
of any such material  breach or threat  thereof,  Company may obtain a temporary
and/or  permanent  injunction or restraining  order to enjoin Employee from such
material breach or threat  thereof,  in addition to any other rights or remedies
available to Company at law or in equity.

                  (e)  Notwithstanding  the  foregoing,  Employee  may  disclose
Confidential  Information  to his attorneys and other advisors on a need to know
basis  provided the recipient is directed and required to maintain the disclosed
Confidential Information in confidence.

         10. Indemnification.

                  (a) Company shall  indemnify  and hold  Employee  harmless and
defend  Employee  for,  from and against all claims,  liabilities,  obligations,
fines,  penalties and other matters and all costs and expenses  relating thereto
that  Company  and/or such  subsidiary  or  affiliated  entity is  permitted  by
applicable  law,  except as any of the  foregoing  arises  out of or  relates to
Employee's negligence, willful malfeasance and/or breach of this Agreement.

                  (b) Company  represents  and warrant to Employee  that neither
its  articles  of  incorporation  nor  its  bylaws  nor any  resolutions  of its
shareholders  or board of  directors  restricts  or limits  Companies  rights or
obligations to indemnify  Employee as provided in subsection (a) of this Section
10,  except to the extent  such  restrictions  or  limitations  are  required by
applicable law.

         11. Noncompete.  During the period of Employee's employment by Company,
Employee shall not,  directly or indirectly,  whether as principal,  consultant,
employee, agent, officer, director, trustee or otherwise, engage in the business
of manufacturing specialty potato chips, salted snack foods or popcorn or engage
in the business of distributing  specialty  potato chips,  salted snack foods or
<PAGE>
popcorn. In addition,  Employee shall not, for a period of one year beginning on
the date of termination of his  employment,  directly or indirectly,  whether as
principal, consultant, employee, agent, officer, director, trustee or otherwise,
engage in the United States in the business of  manufacturing  specialty  potato
chips,  salted  snack  foods or popcorn  or engage in the  United  States in the
business of distributing  specialty potato chips, salted snack foods or popcorn.
Employee  acknowledges  that the foregoing  limitations are minimum  limitations
which are necessary to protect the  legitimate  interests of Company  because of
Employee's sensitive executive position with Company.  Therefore, if a breach of
the foregoing  shall occur,  in addition to any action for damages which Company
may have,  Company  shall have the right to obtain an  injunction as a matter of
right prohibiting Employee's  competition in violation of the foregoing.  In the
event  that the time  period of  non-competition  is deemed to be  unreasonable,
Employee acknowledges that 11 months shall be deemed reasonable. In the event 11
months is deemed unreasonable,  then 10 months is deemed reasonable,  and so on,
until the foregoing  covenant is enforceable to the fullest extent  permitted by
law.  Similarly,  in the event the entire United States is deemed  unreasonable,
states shall be eliminated one by one beginning with Maine,  continuing down the
east coast of the United States and in roughly in north to south linear  fashion
across the United States until the geographical  limit set forth above is deemed
reasonable to the fullest extent permitted by law.

         12. Additional Provisions.

                  (a) This Agreement  shall not be assigned by either Company or
Employee  without the other  party's  prior  written  consent;  otherwise,  this
Agreement  shall be binding upon,  and shall inure to the benefit of, the heirs,
personal  representatives,  successors  and  assigns  of  Company  and  Employee
respectively.

                  (b) This  Agreement and the rights and  obligations of Company
and Employee  shall be governed by, and shall be construed in  accordance  with,
the  laws of the  State  of  Arizona  without  the  application  of any  laws of
conflicts of laws that would  require or permit the  application  of the laws of
any other jurisdiction.

                  (c)  Time  is of  the  essence  of  this  Agreement  and  each
provision hereof.

                  (d) This  Agreement  sets  forth the entire  understanding  of
Company and Employee  with respect to the matters set forth herein and cannot be
amended or  modified  except by an  instrument  in  writing  signed by the party
against whom enforcement is sought.

                  (e) This  Agreement  is the  result  of  negotiations  between
Company and Employee,  and Company and Employee  hereby waive the application of
any rule of law  that  otherwise  would be
<PAGE>
applicable  in  connection  with the  interpretation  and  construction  of this
Agreement  that  ambiguous  or  conflicting   terms  or  provisions  are  to  be
interpreted or construed against the party who (or whose attorney)  prepared the
executed Agreement or any earlier draft of the same.

                  (f) If any  provision or any portion of any  provision of this
Agreement  shall be deemed to be  invalid,  illegal or  unenforceable,  the same
shall not alter the remaining  portion of such provision or any other  provision
of this Agreement, as each provision of this Agreement and portion thereof shall
be deemed severable.

                  (g) Except as may be  otherwise  required  by law,  any notice
required or permitted to be given under this Agreement shall be given in writing
and shall be given either by (i) personal  delivery,  or (ii) overnight  courier
service,  or (iii) facsimile  transmission,  or (iv) United States  certified or
registered  mail, in each case with postage prepaid to the following  address or
to such other  address as Company or Employee  may  designate by notice given to
the other party  pursuant to this section.  Notice shall be effective on (v) the
day notice is personally delivered,  if notice is given by personal delivery, or
(vi) the first business day after the date of delivery to the overnight delivery
service, if notice is given by such a delivery service,  (vii) the day notice is
received,  if notice is given by  facsimile,  or (viii) the fourth  business day
after  notice is  deposited  in the United  States  mail,  if notice is given by
United States certified or registered mail. When Employee  completes his move to
Maricopa  County,  he shall  promptly  give notice of his new notice  address to
Company

         Company:                   Poore Brothers, Inc.
                                    2664 South Litchfield Road
                                    Goodyear, Arizona 85338-1500
                                    Fax No. (602) 925-2363

         Employee:                  Glen E. Flook
                                    8 Thoroughbred Dr.
                                    Holland, PA  18966

                  (h) If any action, suit or proceeding is brought in connection
with this  Agreement,  or on  account  of any  breach of this  Agreement,  or to
enforce  or  interpret  any of the  terms,  covenants  and  conditions  of  this
Agreement,  the  prevailing  party shall be  entitled to recover  from the other
party or parties,  the prevailing party's reasonable  attorneys' fees and costs,
and the amount  thereof  shall be determined by the court (not by a jury) or the
arbitrator and shall be made a part of any judgment or award rendered.

                                  POORE BROTHERS, INC.


                                  By___________________________________
                                    Its________________________________
                                                               [Company]


                                  -------------------------------------
                                  Glen E. Flook
                                                             [Employee]