CREDIT AGREEMENT


     THIS CREDIT AGREEMENT, dated as of October 3, 1999, is by and between 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"),  and
U.S. BANCORP REPUBLIC  COMMERCIAL  FINANCE,  INC., a Minnesota  corporation (the
"Lender").

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

     SECTION I.1 DEFINED TERMS.  As used in this  Agreement the following  terms
shall have the following respective meanings:

          "ACCOUNTS":  Each and every right to payment of Borrower, whether such
right to payment  arises out of a sale or lease of goods by  Borrower,  or other
disposition  of goods or other  property  of  Borrower,  out of a  rendering  of
services by  Borrower,  out of a loan by  Borrower,  out of damage to or loss of
goods in the possession of a railroad or other carrier or any other bailee,  out
of overpayment of taxes or other  liabilities  of Borrower,  or which  otherwise
arises under any contract or  agreement,  or from any other cause,  whether such
right to  payment  now exists or  hereafter  arises  and  whether  such right to
payment  is or is not yet  earned by  performance  and  howsoever  such right to
payment may be evidenced, together with all other rights and interest (including
all liens and security  interests) which Borrower may at any time have by law or
agreement against any account debtor (as defined in the Uniform  Commercial Code
in effect in the State of Minnesota) or other obligor obligated to make any such
payment or against any of the property of such account  debtor or other obligor;
specifically (but without limitation),  the term includes all present and future
instruments,   documents,  chattel  papers,  accounts  and  contract  rights  of
Borrower.

          "ADVANCE": As defined in Section 2.1.

          "ANNIVERSARY  DATE":  shall mean  October 3, 2000 and each October 3rd
thereafter.

          "ANNUAL  NET  PROFIT":  The  after  tax  net  income  or net  loss  as
determined in accordance with GAAP.

          "BORROWING BASE": As defined in Section 2.5.

          "BORROWING BASE CERTIFICATE": As defined in Section 2.5.

          "BUSINESS  DAY":  Any day  (other  than a  Saturday,  Sunday  or legal
holiday in the State of  Minnesota)  on which banks are  permitted to be open at
the location of the Lender.

          "CAPITAL  EXPENDITURES":  For any period,  the sum of all amounts that
would, in accordance with GAAP, be included as additions to property,  plant and
equipment on a consolidated statement of cash flows for the Borrower during such
period,   in  respect  of  (a)  the  acquisition,   construction,   improvement,
replacement  or betterment of land,  buildings,  machinery,  equipment or of any
other fixed assets or leaseholds,  (b) to the extent related to and not included
in  (a)  above,  materials,  contract  labor  (excluding  expenditures  properly
chargeable to repairs or  maintenance  in accordance  with GAAP),  and (c) other
capital  expenditures and other uses recorded as capital expenditures or similar
terms having substantially the same effect.

          "CASH  FLOW  COVERAGE  RATIO":  For the period of  determination  with
respect to the Borrowers the ratio of EBITDA to consolidated interest expense.

          "CLOSING  DATE":  Any Business Day between the date of this  Agreement
and  October 15, 1999  selected  by the  Borrower  for the making of the initial
Advance  on the  Revolving  Loan  hereunder;  provided  that all the  conditions
precedent  to the  obligation  of the Lender to make the initial  Advance on the
Revolving  Loan,  as set forth in Article  III,  have been,  or, on such Closing
Date, will be,  satisfied.  The Borrower shall give the Lender not less than one
Business Day's prior notice of the day selected as the Closing Date.

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          "COMMITMENTS":  The Revolving  Commitment,  the Term Loan A Commitment
and the Term Loan B Commitment.

          "DEBT SERVICE  COVERAGE RATIO":  For any period of determination  with
respect to the Borrowers, the ratio of

     (a)  EBITDA,

          to

     (b)  all required  principal  payments  with respect to total  Indebtedness
          (including all payments with respect to capitalized  lease obligations
          of the Borrower) plus interest payments,

in each case determined for said period in accordance with GAAP.

          "DEFAULT":  Any event which,  with the giving of notice  (whether such
notice is required  under  Section  7.1, or under some other  provision  of this
Agreement, or otherwise) or lapse of time, or both, would constitute an Event of
Default.

          "EBITDA": For any period of determination, the consolidated Annual Net
Profit of the Borrower  before  deductions for income taxes,  interest  expense,
depreciation and amortization, all as determined in accordance with GAAP.

          "ELIGIBLE ACCOUNTS":  Accounts owned by the Borrower which the Lender,
in its sole and absolute discretion,  deems eligible for Advances, but which, at
a minimum,  are subject to a first priority perfected security interest in favor
of the Lender and not  subject to any  assignment,  claim or Lien other than the
Lien in favor of the  Lender  and  other  Liens  consented  to by the  Lender in
writing,  but  specifically  excluding  (a) Accounts  which are not earned;  (b)
Accounts which are unpaid more than ninety (90) days after the original  invoice
date or 60 days past the due  date,  whichever  is less;  (c)  Accounts  owed by
debtors  15% or more of  whose  Accounts  owed  are  otherwise  ineligible;  (d)
Accounts representing  progress billings, or retainages,  or for work covered by
any payment or  performance  bond;  (e) Accounts  owed by any of the  Borrower's
Affiliates;  (f)  Accounts  owed by debtors  not  located in the United  States,
unless  supported  by a letter of credit  issued by a U.S.  bank in favor of the
Borrower  which has been  delivered to the Lender;  (g) Accounts as to which any
warranty  or  representation  contained  in  any  security  agreement  or  other
agreement of the  Borrower  with or given to the Lender with respect to any such
Account is untrue in any material respect;  (h) Accounts as to which the account
debtor  has  disputed  liability,  or made any claim  with  respect to any other
Account due from such account  debtor to the Borrower;  (i) Accounts  subject to
setoff;  (j)  Accounts as to which the account  debtor has filed a petition  for
bankruptcy or any other petition for relief under the Bankruptcy Code,  assigned
any assets for the benefit of creditors, or if any petition or other application
for relief under the Bankruptcy  Code has been filed against the account debtor,
or if the account debtor has failed,  suspended business,  become insolvent,  or
has had or  suffered  a  receiver  or a  trustee  to be  appointed  for all or a
significant  portion  of  its  assets  or  affairs;  (k)  Accounts  owed  by any
government or government  agency; (l) Accounts evidenced by a promissory note or
other instrument;  and (m) Accounts as to which the Lender  reasonably  believes
that collection of any such Account is insecure or that any such Account may not
be paid by reason of the account debtor's financial inability to pay.

          "ELIGIBLE  INVENTORY":  Inventory of the Borrower which the Lender, in
its sole and absolute discretion,  deems eligible for Advances,  but which meets
the following minimum requirements:  (a) it is owned by the Borrower, is subject
to a first priority  perfected  security interest in favor of the Lender, and is
not subject to any  assignment,  claim or Lien other than (i) a Lien in favor of
the Lender and (ii) Liens consented to by the Lender in writing; (b) it consists
of raw  materials  or  finished  product  (not  including  work in  process  and
supplies);  (c) if held  for  sale or lease or  furnishing  under  contracts  of
service,  it is (except as the Lender may otherwise  consent in writing) new and
unused; (d) except as the Lender may otherwise consent,  it is not stored with a
bailee,  warehouseman or similar party; if so stored with the Lender's  consent,
such  bailee,  warehouseman  or similar  party has issued and  delivered  to the
Lender,  in form and  substance  acceptable  to the Lender,  such  documents and
agreements as the Lender may require, including,  without limitation,  warehouse
receipts  therefor in the Lender's name; (e) the Lender has  determined,  in its
reasonable  discretion,  that it is not unacceptable due to age, type, category,
quality and/or  quantity;  (f) it is not held by the Borrower on consignment and
is not subject to any other repurchase or return  agreement;  (g) it is not held
by a  customer  of the  Borrower  or any  other  Person on  consignment;  (h) it
materially complies with all standards imposed by any governmental agency having
regulatory  authority over such goods and/or their use, manufacture or sale; (i)
it is not raw potatoes,  seasonings, film bags, apparel or advertising displays;
and (j) the warranties,  representations and covenants contained in any security

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<PAGE>
agreement  or other  agreement  of the  Borrower  with or  given  to the  Lender
relating directly or indirectly to the Borrower's Inventory are applicable to it
without exception.

          "EVENT OF DEFAULT": Any event described in Section 7.1.

          "FIXED CHARGE COVERAGE RATIO":  For any period of  determination  with
respect to the Borrower, the ratio of

     (a)  EBITDA,

          to

     (b)  all required  principal  payments  with respect to total  Indebtedness
          (including all payments with respect to capitalized  lease obligations
          of the  Borrower)  plus interest  payments,  plus  unfinanced  Capital
          Expenditures,

in each case determined for said period in accordance with GAAP.

          "GAAP":  Generally  accepted  accounting  principles  set forth in the
statements and pronouncements of the Financial  Accounting Standards Board or in
such other  statements  by such other entity as may be approved by a significant
segment of the accounting profession,  which are applicable to the circumstances
as of any date of determination.

          "INDEBTEDNESS": Any indebtedness for borrowed money.

          "INTANGIBLE  ASSETS":  All of Borrowers' right, title, and interest in
and to any bank deposit accounts,  customer deposit accounts,  deposits,  rights
related  to  prepaid  expenses,   negotiable  or  nonnegotiable  instruments  or
securities,  chattel  paper,  choses in  action,  causes of action and all other
intangible  personal  property of every kind and nature  (other than  Accounts),
including without limitation,  corporate or other business records,  inventions,
designs, patents, patent applications,  trademarks,  trade names, trade secrets,
goodwill,  registrations,  copyrights, licenses, franchises, customer lists, tax
refunds,  tax refund  claims,  customs  claims,  guarantee  claims,  cooperative
memberships or patronage benefits, notes payable to Borrowers for capital stock,
leasehold  interests in real and personal property and any security interests or
other  security held by or granted to Borrowers to secure payment by any account
debtor of any of the Accounts,  and any other "general  intangibles" (as defined
in the Uniform Commercial Code).

          "INVENTORY":  Any and all of the Borrower's goods, including,  without
limitation,  goods in transit,  wherever located which are or may at any time be
leased by the Borrower to a lessee, held for sale or lease,  furnished under any
contract of service or held as raw  materials,  work in process,  or supplies or
materials used or consumed in the Borrower's business, or which are held for use
in connection with the manufacture,  packing, shipping, advertising,  selling or
finishing of such goods, and all goods,  the sale or other  disposition of which
has given rise to an Account,  which are returned to and/or  repossessed  and/or
stopped in transit by the  Borrower or the Lender,  or at any time  hereafter in
the possession or under the control of the Borrower or the Lender,  or any agent
or bailee of  either  thereof,  and all  documents  of title or other  documents
representing the same.

          "LANDLORD  WAIVERS":  Those  waivers  to  be  executed  by  La  Cometa
Properties,  Inc.  and  American  Pacific  Financial  Corporation  in  form  and
substance satisfactory to the Lender.

          "LIEN":  With respect to any Person, any security interest,  mortgage,
pledge,  lien,  charge,  encumbrance,  title  retention  agreement  or analogous
instrument  or  device   (including  the  interest  of  each  lessor  under  any
capitalized  lease),  in, of or on any assets or properties of such Person,  now
owned or hereafter acquired, whether arising by agreement or operation of law.

          "LOAN  DOCUMENTS":  This  Agreement,  the  Notes,  and  any  documents
described in Section 3.1(a)(vii), (a)(ix), (a)(x), (a)(xi) and (a)(xii).

          "NOTES": The Revolving Note and the Term Notes.

          "PERSON":  Any  natural  person,  corporation,   partnership,  limited
partnership,   joint   venture,   firm,   association,   trust,   unincorporated
organization,  government or governmental agency or political subdivision or any
other entity, whether acting in an individual, fiduciary or other capacity.

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          "PRODUCER  PAYABLES":  All amounts at any time payable by Borrower for
the purchase of  Inventory  or other  products  from  producers of  agricultural
products and which are subject to PACA laws.

          "REFERENCE  RATE":  The rate of  interest  from time to time  publicly
announced by U.S. Bank National  Association as its "reference rate." The Lender
may lend to its  customers  at rates that are at,  above or below the  Reference
Rate. For purposes of determining any interest rate hereunder or under the Notes
which is based on the  Reference  Rate,  such  interest rate shall change as and
when the Reference Rate changes.

          "REVOLVING COMMITMENT":  The obligation of the Lender to make Advances
to  the  Borrower  on  the  Revolving  Loan  in an  aggregate  principal  amount
outstanding at any time not to exceed the Revolving  Commitment  Amount upon the
terms and subject to the conditions and limitations of this Agreement.

          "REVOLVING COMMITMENT AMOUNT": As defined in Section 2.1.

          "REVOLVING LOAN": As defined in Section 2.1(a).

          "REVOLVING MATURITY DATE": As defined in Section 2.1(a).

          "REVOLVING NOTE": As defined in Section 2.3.

          "SECURITY AGREEMENT":  That Security Agreement executed by each of the
Borrowers in form and substance satisfactory to the Lender.

          "SUBORDINATION  AGREEMENTS":  Those  Subordination  Agreements  to  be
executed by Renaissance Capital Growth & Income Fund III, Inc. and the Borrowers
and by Wells Fargo Small Business Investment Company,  Inc. and the Borrowers in
form and substance satisfactory to the Lender.

          "SUBSIDIARY":  Any corporation or other entity of which  securities or
other  ownership  interests  having  ordinary voting power for the election of a
majority of the board of directors or other Persons performing similar functions
are owned by the Borrower either directly or through one or more Subsidiaries.

          "TANGIBLE CAPITAL BASE": As defined in Section 6.9.

          "TERM LOAN A": As defined in Section 2.1(b).

          "TERM LOAN B": As defined in Section 2.1(c).

          "TERM LOAN A COMMITMENT":  The obligation of the Lender to make a term
loan to the  Borrower  in the Term Loan A  Commitment  Amount upon the terms and
subject to the conditions and limitations of this Agreement.

          "TERM LOAN B COMMITMENT":  The obligation of the Lender to make a term
loan to the  Borrower  in the Term Loan B  Commitment  Amount upon the terms and
subject to the conditions and limitations of this Agreement.

          "TERM LOAN A COMMITMENT AMOUNT": As defined in Section 2.1(b).

          "TERM LOAN B COMMITMENT AMOUNT": As defined in Section 2.1(c).

          "TERM NOTE A": As defined in Section 2.3.

          "TERM NOTE B": As defined in Section 2.3.

          "TERM NOTES": Term Note A and Term Note B.

     SECTION I.2 ACCOUNTING TERMS AND  CALCULATIONS.  Except as may be expressly
provided to the  contrary  herein,  all  accounting  terms used herein  shall be
interpreted  and  all  accounting  determinations  hereunder  shall  be  made in
accordance with GAAP.

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     SECTION I.3 OTHER  DEFINITIONAL  TERMS,  TERMS OF  CONSTRUCTION.  The words
"hereof," "herein" and "hereunder" and words of similar import when used in this
Agreement  shall refer to this  Agreement  as a whole and not to any  particular
provision of this Agreement. References to Sections, Exhibits, Schedules and the
like  references  are to  Sections,  Exhibits,  Schedules  and the  like of this
Agreement unless otherwise expressly provided.  The words "include,"  "includes"
and  "including"  shall  be  deemed  to  be  followed  by  the  phrase  "without
limitation." Unless the context in which used herein otherwise clearly requires,
"or"  has  the  inclusive  meaning  represented  by  the  phrase  "and/or."  All
incorporations by reference of covenants, terms, definitions or other provisions
from other agreements are incorporated into this Agreement as if such provisions
were fully set forth herein,  and include all necessary  definitions and related
provisions from such other  agreements.  All covenants,  terms,  definitions and
other  provisions  from other  agreements  incorporated  into this  Agreement by
reference  shall  survive any  termination  of such other  agreements  until the
obligations of the Borrower  under this Agreement and the Notes are  irrevocably
paid in full and the Revolving Commitment is terminated.

                                   ARTICLE II

                                TERMS OF LENDING

     SECTION II.1 THE  COMMITMENTS.  On the terms and subject to the  conditions
hereof, the Lender agrees to make the following lending facilities  available to
the Borrower:

               II.1 (a)  Revolving  Credit.  A  revolving  loan (the  "Revolving
     Loan") to the Borrower  available as advances  ("Advances") at any time and
     from time to time from the Closing Date to October 3, 2002 (the  "Revolving
     Maturity  Date"),  during which  period the Borrower may borrow,  repay and
     reborrow in  accordance  with the  provisions  hereof,  provided,  that the
     unpaid principal amount of revolving  Advances shall not at any time exceed
     $3,000,000 (the "Revolving Commitment Amount"); and provided, further, that
     no revolving  Advance will be made if, after  giving  effect  thereto,  the
     unpaid  principal  amount of the Revolving  Note would exceed the Borrowing
     Base.

               II.1 (b) Term Loan A. A term loan ("Term Loan A") from the Lender
     to the Borrower on the Closing Date in the amount of $5,800,000  (the "Term
     Loan A Commitment Amount"). Term Loan A is a replacement of debt previously
     owed to the  Lender by  Wabash.  The  membership  interests  of Wabash  was
     acquired by PBI.

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<PAGE>
               II.1 (c) Term Loan B. A term loan ("Term Loan B") from the Lender
     to the  Borrower on the Closing  Date in the amount of $350,000  (the "Term
     Loan B Commitment Amount").

     The total amount  available  under the Revolving Loan and the Term Loans is
the "Facility Amount".

     Notwithstanding  any  provision  hereof,  this  Agreement and the Revolving
Commitment shall terminate and the Lender shall have no obligation  hereunder if
the Term Loans  hereunder  have not been made by  October  15,  1999,  provided,
however,  that the  obligations  of the Borrower under Section 8.2 shall survive
any such termination.

     SECTION II.2  PROCEDURE FOR ADVANCES AND THE TERM LOAN.  Any request by the
Borrower  for an  Advance  on the  Revolving  Loan  shall  be in  writing  or by
telephone  and must be given so as to be  received  by the Lender not later than
10:30 (local time of the Lender) on the requested Advance date. Each request for
an Advance  shall be  irrevocable  and shall be deemed a  representation  by the
Borrower  that on the  requested  Advance date and after  giving  effect to such
Advance the  applicable  conditions  specified in Article III have been and will
continue to be  satisfied.  Each  request for an Advance  shall  specify (i) the
requested  Advance  date (which  must be a Business  Day) and (ii) the amount of
such  Advance.  Unless  the  Lender  determines  that any  applicable  condition
specified in Article III has not been satisfied,  the Lender will make available
to the Borrower at the Lender's principal office in immediately  available funds
not later than 2:00 PM (local time of the Lender) on the requested  Advance date
the amount of the  requested  Advance.  Notice of  intention  to borrow the Term
Loans  shall be subject to the same time limits and other  requirements  of this
Section.

     SECTION  II.3 THE  NOTES.  The  Advances  on the  Revolving  Loan  shall be
evidenced by a single  promissory note of the Borrower (the  "Revolving  Note"),
substantially  in the form of  Exhibit  2.3 (a)  hereto,  in the  amount  of the
Revolving Commitment Amount originally in effect. Term Loan A shall be evidenced
by a promissory note ("Term Note A"),  substantially  in the form of Exhibit 2.3
(b) hereto, in an amount equal to the Term Loan A Commitment Amount. Term Loan B
shall be evidenced by a promissory  note ("Term Note B"),  substantially  in the
form of Exhibit 2.3 (c) hereto, in an amount equal to the Term Loan B Commitment
Amount.  The Lender shall enter in its ledgers and records the payments  made on
the Revolving  Note,  Term Loan A and Term Loan B and the amount of each Advance
made and the payments made thereon, and the Lender is authorized by the Borrower
to enter on a  schedule  attached  to the  Notes a record of such  Advances  and
payments.

     SECTION  II.4  INTEREST  RATES,  INTEREST  PAYMENTS  AND DEFAULT  INTEREST.
Interest shall accrue and be payable on the unpaid balance of the Revolving Note
at a floating rate per annum equal to the sum of the Reference Rate plus 1% (the
latter being the "Applicable  Revolving Margin");  provided,  however, that upon
the happening of any Event of Default,  then,  at the option of the Lender,  the
Revolving  Note shall  thereafter  bear interest at a floating rate equal to the
sum of (a) the Reference Rate, plus (b) the Applicable  Revolving  Margin,  plus
(c) 2%.  Interest shall accrue and be payable on the unpaid balance of Term Note
A at a floating rate per annum equal to the Reference Rate;  provided,  however,
that upon the  happening  of any Event of  Default,  then,  at the option of the
Lender,  Term Note A shall  thereafter bear interest at a floating rate equal to
the sum of (a) the Reference  Rate,  plus (b) 2%.  Interest  shall accrue and be
payable  on the unpaid  balance  of Term Note B at a floating  rate equal to the
Reference  Rate plus 2.5% (the  latter  being the  "Applicable  Term B Margin");
provided, however, that upon the happening of any Event of Default, then, at the
option of the Lender,  Term Note B shall  thereafter bear interest at a floating
rate equal to the sum of (a) the Reference  Rate, plus (b) the Applicable Term B
Margin,  plus (c) 2%.  Interest shall be payable  monthly in arrears on the last
day of each month and upon final payment of the respective Notes.

     SECTION II.5  BORROWING BASE AND MANDATORY  PREPAYMENT.  The Borrowing Base
shall  be  equal to the sum of (1) the  lesser  of (x) 60% of the  lower of cost
(determined  on a  first-in,  first-out  basis)  or  market  value  of  Eligible
Inventory  that  consists  of  finished  goods  and  50% of the  lower  of  cost
(determined  on a  first-in,  first-out  basis)  or  market  value  of  Eligible
Inventory that consists of raw materials, or (y) $1,500,000, plus (2) 80% of the
face value of Eligible  Accounts,  minus,  100% of all Producer Payables and the
total  of all  outstanding  checks  issued  in full or  partial  payment  of any
Producer  Payables which have not been mailed or otherwise  delivered,  provided
however,  that in the event that  dilution of Accounts  increases  above 7.0% as
determined  by the Lender in its absolute and sole  discretion  and/or  turndays
decrease  by  greater  than  25%,  the  Lender  may,  in its  absolute  and sole
discretion  reduce  the  Accounts  Advance  Rate.  The  Borrower  shall  deliver
borrowing  base  certificates  in the form attached  hereto (a  "Borrowing  Base
Certificate")  to the Lender.  Each such  certificate  shall state the amount of
Eligible Inventory,  Eligible Accounts.  Any limitations on advances or required
prepayments  relating  to the  Borrowing  Base  shall  be  based  on the  latest
borrowing base certificate the Borrower shall have delivered to the Lender.

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     SECTION II.6 REPAYMENT AND PREPAYMENT.

               II.6  (a)  REPAYMENT  OF THE  REVOLVING  NOTE.  Principal  of the
     Revolving Note shall be payable in full on the Revolving Maturity Date. The
     Borrower may repay the  Revolving  Note,  in whole or in part, at any time,
     without  premium or penalty.  Amounts  prepaid on the Revolving  Note under
     this Section may be reborrowed upon the terms and subject to the conditions
     and limitations of this Agreement.

               II.6 (b)  REPAYMENT  OF TERM NOTE A.  Principal of Term Note A is
     payable as provided in Term Note A. Any  prepayment  must be accompanied by
     accrued  and  unpaid  interest  on the amount  prepaid.  Amounts so prepaid
     cannot be reborrowed.

               II.6 (c)  REPAYMENT  OF TERM NOTE B.  Principal of Term Note B is
     payable as provided in Term Note B. Any  prepayment  must be accompanied by
     accrued  and  unpaid  interest  on the amount  prepaid.  Amounts so prepaid
     cannot be reborrowed.

     SECTION II.7 ANNUAL FEE. The Borrower shall pay to the Lender an annual fee
in an amount  equal to  $15,000  (the  "Annual  Fee").  The  Annual Fee shall be
payable in  advance on the  Closing  Date and on each  Anniversary  Date of this
Agreement and all Annual Fees are fully earned when due and are non-refundable.

     SECTION  II.8  WABASH  SALE FEE.  The  Borrowers  shall pay to the Lender a
success fee in an amount equal to $715,000  (the "Wabash Sale Fee").  The Wabash
Sale Fee shall be payable on June 30, 2000. If payment of the Wabash Sale Fee is
not made on or before  June 30,  2000,  the amount of the Wabash  Sale Fee shall
increase  by $200 per day until  such time as the Wabash  Sale Fee is paid.  The
Wabash  Sale  Fee is  fully  earned  upon  execution  of this  Agreement  and is
non-refundable.

     SECTION II.9 WIRE TRANSFER FEE.  Borrower shall pay a wire transfer  charge
of $20 per wire transfer of any Advance.

     SECTION II.10  TERMINATION  FEE. In the event that the Revolving Loan, Term
Loan A or Term Loan B is  prepaid  prior to the third  Anniversary  Date of this
Agreement,  the  Borrower  will  pay to  the  Lender  a  prepayment  charge,  as
additional  compensation for the Lender's costs of entering into this Agreement,
in the  amount of (i) 3% of the  Facility  Amount if the  notice of  termination
occurs prior to the first  Anniversary  Date of this  Agreement;  (ii) 2% of the
Facility Amount if the notice of termination  occurs after the first Anniversary
Date, but prior to the second  Anniversary Date of this Agreement;  and (iii) 1%
of the  maximum  aggregate  amount  of the  Facility  Amount  if the  notice  of
termination  occurs  after the  second  Anniversary  Date,  but before the third
Anniversary Date of this Agreement.

     SECTION II.11  EQUIPMENT LOAN ASSUMPTION FEE. The Borrower shall pay to the
Lender an equipment loan assumption fee in the amount of $43,500 (the "Equipment
Loan Assumption Fee"). The Equipment Loan Assumption Fee shall be payable on the
Closing Date. The Equipment Loan  Assumption Fee is fully earned when due and is
non-refundable.

     SECTION II.12  COMPUTATION.  Interest on the Notes shall be computed on the
basis of actual days elapsed and a year of 360 days.

                                   ARTICLE III

                              CONDITIONS PRECEDENT

     SECTION III.1  CONDITIONS OF INITIAL  REVOLVING  ADVANCE AND TERM LOAN. The
obligation of the Lender to make the initial  Advance on the Revolving  Loan and
the  Term  Loan  hereunder  shall  be  subject  to  the  prior  or  simultaneous
fulfillment of each of the following conditions:

                    III.1 (a)  DOCUMENTS.  The Lender  shall have  received  the
following:

                    (i) The Notes executed by duly  authorized  officers of each
          of the Borrowers and dated the Closing Date.

                    (ii) A copy  of the  corporate  resolutions  of  each of the
          Borrowers authorizing the execution,  delivery and performance of this
          Agreement  and the  Notes and  containing  an  incumbency  certificate
          showing the names and  titles,  and  bearing  the  signatures  of, the
          officers of each Borrower authorized to execute this Agreement and the
          Notes,  certified  as of  the  Closing  Date  by the  Secretary  or an
          Assistant Secretary of each of the Borrower.

                                        7
<PAGE>
                    (iii) A copy of the Articles of Incorporation of each of the
          Borrowers or Articles of  Organization  in the case of Wabash with all
          amendments thereto, certified by the appropriate governmental official
          of  the  jurisdiction  of  its  incorporation  as  of  a  recent  date
          acceptable to Lender and its counsel.

                    (iv) A certificate of good standing for each Borrower in the
          jurisdiction  of  its  incorporation,  certified  by  the  appropriate
          governmental  officials as of a recent date  acceptable  to Lender and
          its counsel.

                    (v) A copy of the bylaws of the Borrowers,  or the Operating
          Agreement  in the case of Wabash,  certified as of the Closing Date by
          the Secretary or an Assistant Secretary of the Borrower,  or a Manager
          in the case of Wabash.

                    (vi)  The  opinion  of  counsel  to  each  of the  Borrowers
          covering such matters as the Lender may request.

                    (vii) The Security  Agreement  duly  executed by each of the
          Borrowers.

                    (viii) The initial Borrowing Base Certificate required under
          Section 2.5.

                    (ix) A Warrant Agreement for 50,000 shares of PBI stock with
          customary piggy-back registration rights exercisable on or before July
          1, 2004.

                    (x)  The  Landlord's  Waivers  duly  executed  by La  Cometa
          Properties,  Inc. and American Pacific  Financial  Corporation and the
          Borrower.

                    (xi)  The   Subordination   Agreements   duly   executed  by
          Renaissance  Capital  Growth and Income Fund III, Inc. and Wells Fargo
          Small Business Investment Company, Inc.

                    (xii)  Assignment  of Accounts  Agreements  duly executed by
          each of the Borrowers and U.S. Bank National Association.

                    (xiii) Evidence of insurance required to be maintained under
          Section  5.3  naming  the  Lender  as  lender  loss  payee in form and
          substance satisfactory to the Lender.

                    III.1  (b)  OTHER  MATTERS.  All  organizational  and  legal
proceedings  relating to the  Borrower and all  instruments  and  agreements  in
connection  with  the  transactions  contemplated  by this  Agreement  shall  be
satisfactory in scope, form and substance to the Lender and its counsel, and the
Lender  shall  have  received  all  information  and  copies  of all  documents,
including  records  of  corporate  proceedings,  which  it may  reasonably  have
requested in  connection  therewith,  such  documents  where  appropriate  to be
certified by proper Borrower or governmental authorities.

                    III.1 (c) FEES AND EXPENSES.  The Lender shall have received
all fees and other  amounts due and  payable by the  Borrower on or prior to the
Closing  Date,  including  the  reasonable  fees and  expenses of counsel to the
Lender payable pursuant to Section 8.2.

                    III.1 (d) PERFECTION.  The Security  Agreement (or financing
statements  with respect  thereto)  shall have been  appropriately  filed to the
satisfaction  of the Lender and the priority and  perfection of the Lien created
thereby shall have been established to the satisfaction of the Lender.

     SECTION III.2  CONDITIONS  PRECEDENT TO ALL ADVANCES.  The Lender shall not
have any  obligation to make the Term Loans or any Advance on the Revolving Loan
(including   Advances   after  the  initial   Advance)   hereunder   unless  all
representations  and  warranties of the Borrower made in this  Agreement  remain
true and correct and no Default or Event of Default exists.

                                        8
<PAGE>
                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

     The Borrower represents and warrants to the Lender:

     SECTION IV.1  ORGANIZATION,  STANDING,  ETC. The Borrowers are corporations
(except  Wabash which is a limited  liability  company)  duly  incorporated  and
validly  existing and in good  standing  under the laws of the  jurisdiction  of
their  incorporation  and have all  requisite  corporate  power and authority to
carry on their  business as now  conducted,  to enter into this Agreement and to
issue the Notes and to perform their obligations hereunder and thereunder.  This
Agreement and the Notes have been duly  authorized  by all  necessary  corporate
action and when executed and delivered will be the legal and binding obligations
of each of the  Borrowers.  The execution and delivery of this Agreement and the
Notes will not violate the Borrowers' Articles of Incorporation or bylaws or any
law applicable to the Borrower. No governmental consent or exemption is required
in connection  with the Borrowers'  execution and delivery of this Agreement and
the Notes.

     SECTION IV.2  FINANCIAL  STATEMENTS  AND NO MATERIAL  ADVERSE  CHANGE.  The
Borrowers'  audited  financial  statements  as at  December  31,  1998  and  its
unaudited financial  statements as at June 30, 1999, as heretofore  furnished to
the Lender,  have been  prepared in  accordance  with GAAP.  The Borrower has no
material obligation or liability not disclosed in such financial statements, and
there has been no material adverse change in the condition of the Borrower since
the dates of such financial statements.

     SECTION IV.3 LITIGATION. There are no actions, suits or proceedings pending
or, to the  knowledge  of the  Borrower,  threatened  against or  affecting  the
Borrower which, if determined adversely to the Borrower,  would have, a material
adverse  effect  on  the  condition  of the  Borrower.  The  Borrower  is not in
violation of any law or regulation (including environmental laws and regulations
and laws  relating  to  employee  benefit  plans)  where  such  violation  could
reasonably be expected to impose a material liability on the Borrower.

     SECTION IV.4 TAXES. The Borrower has filed all federal, state and local tax
returns  required to be filed and has paid or made  provision for the payment of
all  taxes  due  and  payable  pursuant  to such  returns  and  pursuant  to any
assessments  made against it or any of its property  (other than taxes,  fees or
charges the amount or validity of which is  currently  being  contested  in good
faith  by  appropriate  proceedings  and  with  respect  to  which  reserves  in
accordance with GAAP have been provided on the books of the Borrower).

     SECTION IV.5  SUBSIDIARIES.  All Borrowers  except PBI are  Subsidiaries of
PBI. No Borrower has any other subsidiary, except for Poore Brothers Texas which
is being liquidated, no other Borrower has any subsidiary.

     SECTION  IV.6 YEAR 2000 The Borrower has reviewed and assessed its business
operations  and  computer  systems  and  applications  to address the "year 2000
problem"  (that  is,  that  computer  applications  and  equipment  used  by the
Borrower,  directly  or  indirectly  through  third  parties,  may be  unable to
properly perform  date-sensitive  functions before,  during and after January 1,
2000).  The  Borrower  reasonably  believes  that the year 2000 problem will not
result  in a  material  adverse  change  in the  Borrower's  business  condition
(financial  or  otherwise),  operations,  properties  or prospects or ability to
repay the  Lender.  The  Borrower is in the  process of  implementing  a plan to
remediate year 2000 problems and will complete  implementation of such plan with
respect to any material year 2000 problems,  and testing  thereof,  by September
30, 1999. The Borrower agrees that this  representation will be true and correct
on and shall be deemed made by the Borrower on each date the  Borrower  requests
any Advance under this Agreement or the Notes or delivers any information to the
Lender.  The  Borrower  will  promptly  deliver to the Lender  such  information
relating to this representation and covenant as the Lender requests from time to
time.

                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

     Until the Revolving  Commitment  shall have expired or been  terminated and
the Notes and all of the Borrower's  other  obligations to the Lender under this
Agreement  shall  have been paid in full,  unless  the  Lender  shall  otherwise
consent in writing:

     SECTION V.1 FINANCIAL  STATEMENTS AND REPORTS. The Borrower will furnish to
the Lender:

                                        9
<PAGE>
                    V.1 (a) As soon as  available  and in any event  within  120
days after the end of each fiscal year of the Borrower,  consolidated  financial
statements of the Borrower,  prepared in accordance with GAAP,  consisting of at
least statements of income, cash flow and changes in stockholders' equity, and a
balance  sheet  as at the end of  such  year,  setting  forth  in  each  case in
comparative form corresponding figures from the previous annual audit, certified
without  qualification by independent  certified public accountants  selected by
the Borrower and acceptable to the Lender.  The Lender  acknowledges that any of
the "Big Five" certified public accounting firms are acceptable to it.

                    V.1 (b) As soon as available and in any event within 30 days
after the end of each month, unaudited consolidated financial statements for the
Borrower,  prepared in accordance  with GAAP,  for such month and for the period
from the  beginning of such fiscal year to the end of such month,  substantially
similar to the annual audited statements.

                    V.1 (c) As soon as  practicable  and in any event  within 30
days  after  the  end  of  each  fiscal   quarter,   a  compliance   certificate
substantially in the form of Exhibit 5.1(c) hereto and a statement signed by the
chief  financial  officer  of the  Borrower  stating  that as at the end of such
fiscal  quarter  there did not exist any Default or Event of Default or, if such
Default  or Event of  Default  existed,  specifying  the  nature  and  period of
existence  thereof and what action the  Borrower  proposes to take with  respect
thereto.

                    V.1  (d)  Immediately  upon  any  officer  of  the  Borrower
becoming  aware of any  Default or Event of  Default,  a notice  describing  the
nature  thereof  and what  action the  Borrower  proposes  to take with  respect
thereto.

                    V.1 (e) Concurrently  with each request for an Advance,  and
in any event not less than weekly, a Borrowing Base Certificate.

                    V.1 (f) As  soon  as  practicable  and in any  event  within
fifteen days of the end of each month,  (i) a listing of all accounts,  together
with an aging of all accounts and a reconciliation  of such accounts against the
listing  submitted  pursuant hereto for the immediately  preceding month, (ii) a
list of all  inventory,  setting  forth the fair  market  value and cost of such
inventory and (iii) a listing of all accounts payable, together with an aging of
all accounts  payable all in form and substance  reasonably  satisfactory to the
Lender;  and (iv) a listing of all Producer Payables and a listing of all checks
outstanding  in full or partial  payment of any Producer  Payable which have not
been mailed or otherwise delivered.

                    V.1 (g) As  soon  as  practicable  and in any  event  within
fifteen  days of the end of each  quarter,  a  customer  listing  including  the
contact person, addresses and phone numbers of each account debtor.

                    V.1 (h)  Within  five  days  after  the due  date,  proof of
payment or deposit, when due, of all withholding and F.I.C.A. taxes owing by the
Borrower from time to time, in form and substance reasonably satisfactory to the
Lender by a payroll  service  reasonably  satisfactory  to the  Lender and whose
services the Borrower shall at all times retain.

                    V.1 (i) From time to time, such other information  regarding
the business,  operation  and financial  condition of the Borrower as the Lender
may reasonably request.

         SECTION  V.2  CORPORATE  EXISTENCE.  The  Borrower  will  maintain  its
corporate  existence  in good  standing  under the laws of its  jurisdiction  of
incorporation  and its  qualification to transact  business in each jurisdiction
where  failure  so to qualify  would  permanently  preclude  the  Borrower  from
enforcing  its rights with  respect to any  material  asset or would  expose the
Borrower to any material liability.

         SECTION V.3  INSURANCE.  The Borrower will  maintain  with  financially
sound and reputable insurance companies such insurance as may be required by law
and such  other  insurance  in such  amounts  and  against  such  hazards  as is
customary in the case of reputable  corporations  engaged in the same or similar
business and similarly situated.

         SECTION V.4 PAYMENT OF TAXES AND CLAIMS. The Borrower will file all tax
returns  and  reports  which are  required by law to be filed by it and will pay
before they become delinquent,  all taxes,  assessments and governmental charges
and levies imposed upon it or its property and all claims or demands of any kind
(including those of suppliers, mechanics, carriers, warehousemen,  landlords and
other like  Persons)  which,  if unpaid,  might result in the creation of a Lien
upon its property.

                                       10
<PAGE>
         SECTION V.5 INSPECTION.  The Borrower will permit any Person designated
by the Lender to visit and inspect any of the  properties,  books and  financial
records of the Borrower,  to examine and to make copies of the books of accounts
and other  financial  records  of the  Borrower,  and to  discuss  the  affairs,
finances and accounts of the Borrower with its officers at such reasonable times
and  intervals as the Lender may  designate.  The Borrower  shall also allow the
Lender and its agents to conduct  periodic  collateral  audits of the Borrower's
assets at such intervals as the Lender may choose, and the Borrower shall pay to
Lender  a fee in  the  amount  of  $750  per  day  per  collateral  audit,  plus
out-of-pocket  costs and expenses  incurred in connection  with such  collateral
audits,  (provided  that so long as no  Event of  Default  has  occurred  and is
continuing, the Borrower shall not be required to pay for more than 4 collateral
audits in any calendar year).

         SECTION V.6  MAINTENANCE OF PROPERTIES.  The Borrower will maintain its
properties in good  condition,  repair and working order,  and supplied with all
necessary  equipment,  and make all necessary repairs,  renewals,  replacements,
betterments  and  improvements  thereto,  all as may be  necessary  so that  the
business carried on in connection  therewith may be properly and  advantageously
conducted at all times.

         SECTION V.7 BOOKS AND  RECORDS.  The  Borrower  will keep  adequate and
proper  records and books of account in which full and correct  entries  will be
made of its dealings, business and affairs.

         SECTION  V.8  COMPLIANCE.  The  Borrower  will  comply in all  material
respects with all laws, rules and regulations to which it may be subject.

         SECTION V.9 NOTICE OF LITIGATION. The Borrower will give prompt written
notice to the  Lender of the  commencement  of any  action,  suit or  proceeding
affecting the Borrower alleging a claim for damages in excess of $50,000.

         SECTION V.10 PLANS.  The Borrower  will  maintain any employee  benefit
plans in  compliance  with all  material  requirements  of  applicable  laws and
regulations.

         SECTION V.11  SPECIAL AGREEMENTS REGARDING ACCOUNTS.

                    5.11(a)  Collection of Accounts and all other amounts due to
the  Borrower  shall be subject  to the  provisions  of  sections 5 and 6 of the
Security  Agreements  concerning  the Lockbox and  Collateral  Account (as those
terms are defined in the Security Agreements). The Borrower shall provide to the
Lender, not less than weekly, a Collection Report of all Accounts collected. All
collections  received  in the  Collateral  Account  and  reported to Lender on a
Collection  Report on a form furnished by Lender before 10:00 a.m.  (CST/CDT) on
any  Business  Day that is a Monday  through  Thursday  and  2:00  p.m.  Fridays
(CST/CDT),  shall be applied to the  payment of the  Advances  (in such order of
application  as the  Lender  may  determine)  on the day so  received;  provided
however,  that for purposes of  determining  the interest due and payable on the
unpaid balance of the Advances and Term Loans under Section 2.3, all collections
received in the Collateral Account shall be applied to the unpaid balance of the
Advances upon receipt of the daily Collection  Report from Borrowers  evidencing
deposits actually made and after allowing two (2) Business Days for collection.

                    5.11(b)  Subject  to the  rights  granted  to the  Lender in
section 5 of the  Security  Agreements,  all ledger  sheets or cards,  invoices,
shipping records, correspondence, and other writings relating to accounts shall,
until  delivered  to the Lender or removed  by the  Lender  from the  Borrower's
premises,  be kept on the  Borrower's  premises  without  cost to the  Lender in
appropriate  containers  in safe  places.  Borrower has the right to be provided
with copies of all removed materials after a reasonable time.

                    5.11(c)  Upon  the  Lender's   demand  for  payment  or  the
occurrence  of an Event of Default,  the Lender may remove  from the  Borrower's
premises all books and records, correspondence,  documents and files relating to
accounts;  and the Lender may without  cost or expense to the Lender use such of
the Borrower's personnel,  supplies, space and equipment at the Borrowers' place
of  business  as the  Lender may desire for the  handling  of  collections.  The
Borrowers  will pay any and all out of pocket  expenses  and cost of  collection
(including  reasonable  attorney  fees)  incurred by the Lender in the  Lender's
handling of or effort to enforce collections.

                    5.11(d)  The  Borrower  warrants  that,  except  as  may  be
disclosed  in the lists of  Accounts  furnished  to the  Lender:  each  customer
billing  statement  correctly  states the subject  matter and terms of sale; the
merchandise  conforms thereto and is in all respects acceptable to the customer;
the date of the  billing  statement  is not prior to the date of  shipment;  the
Account is not subject to any  dispute,  defense,  offset or  counterclaim;  the
account debtor is not a subsidiary or affiliated company; and the Borrowers have
no reason to  believe  the  Account  will not be paid in the  regular  course of
business.   The  Borrowers  will  notify  the  Lender  promptly  of  any  event,
circumstance or  communication  with respect to any Account that is inconsistent
with the foregoing representation.

                                       11
<PAGE>
                                   ARTICLE VI

                               NEGATIVE COVENANTS

     Until the Revolving  Commitment  shall have expired or been  terminated and
the Notes and all of the Borrower's  other  obligations to the Lender under this
Agreement  shall  have been paid in full,  unless  the  Lender  shall  otherwise
consent in writing:

     SECTION VI.1 MERGER.  Unless prior  consent of the Lender is obtained,  the
Borrower   will  not  merge  or   consolidate   or  enter  into  any   analogous
reorganization or transaction with any Person or liquidate,  wind up or dissolve
itself (or suffer any liquidation or dissolution) or permit any Subsidiary to do
any of the foregoing;  provided,  however,  any Subsidiary may be merged with or
liquidated into the Borrower or any wholly-owned  Subsidiary (if the Borrower or
such wholly-owned Subsidiary is the surviving corporation).

     SECTION VI.2 SALE OF ASSETS. The Borrower will not, and will not permit any
Subsidiary to, sell, transfer,  lease or otherwise convey all or any substantial
part of its  assets  except for sales and leases of  inventory  in the  ordinary
course of business, and except for sales of equipment having a fair market value
not to exceed  $50,000 in the  aggregate per calendar year where the proceeds of
such equipment are used to reduce the amount of the Advances.

     SECTION  VI.3  DIVIDENDS.  The  Borrower  will  not  pay any  dividends  or
otherwise make any  distributions  on, or redemptions of, any of its outstanding
stock.

     SECTION VI.4 CAPITAL EXPENDITURES. The Borrowers will not make expenditures
for fixed or capital  assets in an amount  exceeding  $335,000 on a consolidated
basis in any fiscal year.

     SECTION VI.5  INVESTMENTS.  The Borrower  will not, and will not permit any
Subsidiary  to, make any loans,  advances or  extensions  of credit to any other
Person (except for trade and customer accounts  receivable for inventory sold or
services  rendered in the ordinary  course of business and payable in accordance
with  customary  trade  terms) or purchase or acquire any stock or other debt or
equity securities of or any interest in any other Person or any integral part of
any business or the assets comprising such business or part thereof, except for:

                    VI.5  (a)   Investments   in   readily   marketable   direct
obligations issued or unconditionally guaranteed by the United States government
or any agency  thereof and  supported by the full faith and credit of the United
States.

                    VI.5 (b)  Certificates  of deposit or  bankers'  acceptances
issued by any commercial  Bank organized  under the laws of the United States or
any State  thereof  which  has (i)  combined  capital  and  surplus  of at least
$100,000,000,   and  (ii)  a  credit   rating  with  respect  to  its  unsecured
indebtedness from a nationally recognized rating service that is satisfactory to
the Lender.

                    VI.5 (c)  Commercial  paper  given the  highest  rating by a
nationally recognized rating service.

                    VI.5 (d) Repurchase agreements relating to securities of the
kind described in subsection (a) of this Section.

                    VI.5  (e)  Other  readily  marketable  investments  in  debt
securities which are reasonably acceptable to the Lender.

                    VI.5 (f) Advances to officers and  employees or  investments
by the Borrower at any time to any affiliated corporation or partnership who are
not a party to this Agreement, not in excess of $50,000 in the aggregate.

Any investments  under clauses (a), (b), (c) or (d) above must mature within one
year of the acquisition thereof by the Borrower.

                                       12
<PAGE>
     SECTION VI.6  INDEBTEDNESS.  The Borrower will not, and will not permit any
Subsidiary  to,  borrow any money or issue any bonds,  debentures  or other debt
securities or otherwise  become obligated on any  interest-bearing  indebtedness
except for the Term Loan and Advances under this Agreement.

     SECTION  VI.7  LIENS.  The  Borrower  will  not,  and will not  permit  any
Subsidiary to, create,  incur, assume or suffer to exist any Lien, or enter into
any arrangement for the acquisition of any property  through  conditional  sale,
lease-purchase or other title retention agreements except:

                    VI.7 (a) Liens granted to the Lender.

                    VI.7 (b) Liens  existing on the date of this  Agreement  and
disclosed on Exhibit 6.7 hereto.

                    VI.7 (c)  Deposits or pledges to secure  payment of workers'
compensation,  unemployment insurance, old age pensions or other social security
obligations arising in the ordinary course of business of the Borrower.

                    VI.7 (d) Liens for taxes, fees, assessments and governmental
charges not delinquent.

                    VI.7 (e)  Liens of  carriers,  warehousemen,  mechanics  and
materialmen,  and other like Liens  arising in the ordinary  course of business,
for sums not due.

                    VI.7 (f) Liens incurred or deposits or pledges made or given
in connection  with, or to secure  payment of,  indemnity,  performance or other
similar bonds.

                    VI.7 (g) Encumbrances in the nature of zoning  restrictions,
easements and rights or  restrictions  of record on the use of real property and
landlord's  Liens under leases on the premises  rented,  which do not materially
detract  from the  value of such  property  or  impair  the use  thereof  in the
business of the Borrower.

     SECTION VI.8  CONTINGENT  OBLIGATIONS.  The Borrower will not, and will not
permit  any  Subsidiary  to,   guarantee  or  otherwise  become  liable  on  the
indebtedness of any other Person.

     SECTION  VI.9  TANGIBLE  CAPITAL  BASE.  The  Borrower  will not permit its
Tangible  Capital Base (the excess of its assets,  excluding  intangible  assets
plus   subordinated   debt   (including  debt   subordinated   pursuant  to  the
Subordination Agreements), over its liabilities, on a consolidated basis) at any
time to be less than (i) $3,000,000 at fiscal year end 1999 and thereafter; (ii)
$3,500,000 at fiscal year end 2000 and (iii) $4,000,000 at fiscal year end 2001.

     SECTION  VI.10 CASH FLOW COVERAGE  RATIO.  The Borrower will not permit the
ratio of its EBITDA to its consolidated  interest expense,  as of (i) the fiscal
quarter  ending  March 31,  2000 to be less than  2.25 to 1 for  fiscal  quarter
ending on that date;  (ii) the fiscal  quarter  ending  June 30, 2000 to be less
than 2.25 to 1 for the two  consecutive  fiscal  quarters  ending on that  date;
(iii) the fiscal quarter ending September 20, 2000 to be less than 2.25 to 1 for
the three  consecutive  fiscal quarters ending on that date; and (iv) the fiscal
quarter  ending  on  December  31,  2000 and as of the last day of every  fiscal
quarter  thereafter to be less than 2.25 to 1.0 for the four consecutive  fiscal
quarters ending on that date.

     SECTION VI.11 FIXED CHARGE COVERAGE RATIO. The Borrower will not permit the
Fixed Charge  Coverage Ratio, as of (i) the fiscal quarter ending March 31, 2000
to be less than 1.0 to 1.0 for the fiscal quarter ending on that date;  (ii) the
fiscal  quarter  ending  June  30,  2000 to be less  than 1.0 to 1.0 for the two
consecutive fiscal quarters ending on that date; (iii) the fiscal quarter ending
September 30, 2000 to be less than 1.0 to 1.0 for the three  consecutive  fiscal
quarters ending on that date; and (iv) the fiscal quarter ending on December 31,
2000 and as of the last day of every fiscal  quarter  thereafter to be less than
1.0 to 1.0 for the four consecutive fiscal quarters ending on that date.

     SECTION VI.12 DEBT SERVICE COVERAGE RATIO. The Borrower will not permit the
Debt Service  Coverage  Ratio, as of the (i) the fiscal quarter ending March 31,
2000 to be less than 1.0 to 1.0 for the fiscal quarter ending on that date; (ii)
the fiscal  quarter  ending June 30, 2000 to be less than 1.0 to 1.0 for the two
consecutive  quarters  ending on that  date;  (iii) the  fiscal  quarter  ending

                                       13
<PAGE>
September 30, 2000 to be less than 1.0 to 1.0 for the three  consecutive  fiscal
quarters ending on that date; and (iv) the fiscal quarter ending on December 31,
2000 and as of the last day of every fiscal  quarter  thereafter to be less than
1.0 to 1.0 for the four  consecutive  fiscal  quarters ending on that date. This
ratio shall exclude the Wabash Sale Fee.

     SECTION VI.13 ANNUAL NET PROFIT. The Borrower will not allow its net profit
to be less than $25,000 for the fourth  quarter  ending  December 31, 1999;  and
will not allow its Annual Net Profit to be less than $500,000 for each of fiscal
year end 2000 and 2001.

                                   ARTICLE VII

                         EVENTS OF DEFAULT AND REMEDIES

     SECTION VII.1 EVENTS OF DEFAULT.  The  occurrence of any one or more of the
following events shall constitute an Event of Default:

                    VII.1 (a) The Borrower shall fail to make when due,  whether
by  acceleration  or  otherwise,  any payment of principal of or interest on the
Notes or any other  obligations  of the Borrower to the Lender  pursuant to this
Agreement.

                    VII.1 (b) The principal balance of the Revolving Note at any
time exceeds the Borrowing Base.

                    VII.1  (c)  Any  representation  or  warranty  made by or on
behalf of the  Borrower in this  Agreement or by or on behalf of the Borrower in
any certificate,  statement,  report or document herewith or hereafter furnished
to the  Lender  pursuant  to this  Agreement  shall  prove to have been false or
misleading  in any material  respect on the date as of which the facts set forth
are stated or certified.

                    VII.1 (d) The  Borrower  shall fail to comply with  Sections
5.2 or 5.3 or any Section of Article VI.

                    VII.1 (e) The  Borrower  shall fail to comply with any other
agreement,  covenant,  condition,  provision or term contained in this Agreement
(other than those hereinabove set forth in this Section 7.1) and such failure to
comply shall continue for 5 calendar days after whichever of the following dates
is the earliest:  (i) the date the Borrower  gives notice of such failure to the
Lender,  (ii) the date the Borrower  should have given notice of such failure to
the Lender pursuant to Section 5.1, or (iii) the date the Lender gives notice of
such failure to the Borrower.

                    VII.1  (f)  The  Borrower  or any  Subsidiary  shall  become
insolvent  or shall  generally  not pay its debts as they  mature or shall apply
for,  shall consent to, or shall  acquiesce in the  appointment  of a custodian,
trustee or receiver of the Borrower or such Subsidiary or for a substantial part
of the  property  thereof  or, in the  absence of such  application,  consent or
acquiescence,  a  custodian,  trustee or  receiver  shall be  appointed  for the
Borrower or such  Subsidiary or for a substantial  part of the property  thereof
and shall  not be  discharged  within 45 days,  or the  Borrower  shall  make an
assignment for the benefit of creditors.

                    VII.1 (g) Any bankruptcy,  reorganization,  debt arrangement
or other  proceedings under any bankruptcy or insolvency law shall be instituted
by or against the  Borrower or any  Subsidiary  and, if  instituted  against the
Borrower or any Subsidiary, shall have been consented to or acquiesced in by the
Borrower or such Subsidiary or shall remain undismissed for 60 days, or an order
for relief shall have been entered against the Borrower or such Subsidiary.

                    VII.1 (h) Any dissolution or liquidation proceeding shall be
instituted  by or against the  Borrower  or any  Subsidiary  and, if  instituted
against the Borrower or such Subsidiary,  shall be consented to or acquiesced in
by the Borrower or such Subsidiary or shall remain for 45 days undismissed.

                    VII.1 (i) A judgment  or  judgments  for the  payment of the
uninsured  portion  of money in excess of the sum of  $50,000  in the  aggregate
shall be rendered  against the  Borrower  or any  Subsidiary  and either (i) the
judgment creditor executes on such judgment or (ii) such judgment remains unpaid
or  undischarged  for more than 60 days from the date of entry  thereof  or such
longer period during which  execution of such judgment shall be stayed during an
appeal from such judgment.

                    VII.1 (j) The maturity of any material  Indebtedness  of the
Borrower or any Subsidiary (other than indebtedness  under this Agreement) shall
be  accelerated,  or the Borrower or any  Subsidiary  shall fail to pay any such
material  indebtedness when due (after the lapse of any applicable grace period)

                                       14
<PAGE>
or any event shall occur or  condition  shall exist and shall  continue for more
than the period of grace, if any,  applicable  thereto and shall have the effect
of causing,  or permitting the holder of any such  indebtedness  to cause,  such
material  indebtedness  to become due prior to its stated maturity or to realize
upon any collateral  given as security  therefor.  For purposes of this Section,
indebtedness of the Borrower shall be deemed "material" if it exceeds $50,000 as
to any item of  indebtedness  or in the aggregate for all items of  indebtedness
with respect to which any of the events described in this Section has occurred.

                    VII.1  (k) Any  execution  or  attachment  shall  be  issued
whereby any  substantial  part of the property of the Borrower or any Subsidiary
shall be taken or attempted to be taken and the same shall not have been vacated
or stayed within 30 days after the issuance thereof.

                    VII.1 (l) Any  default  shall  occur  under  any other  Loan
Document.

     SECTION VII.2 REMEDIES.  If (a) any Event of Default  described in Sections
7.1 (f),  (g) or (h) shall occur with  respect to the  Borrower,  the  Revolving
Commitment shall automatically terminate and the Notes and all other obligations
of the Borrower to the Lender under this Agreement  shall  automatically  become
immediately  due and payable,  or (b) any other Event of Default shall occur and
be  continuing,  then  the  Lender  may (i)  declare  the  Revolving  Commitment
terminated, whereupon the Commitment shall terminate, and (ii) declare the Notes
and all other  obligations of the Borrower to the Lender under this Agreement to
be forthwith due and payable,  whereupon the same shall  immediately  become due
and payable, in each case without presentment,  demand,  protest or other notice
of any  kind,  all of  which  are  hereby  expressly  waived,  anything  in this
Agreement or in the Notes to the contrary  notwithstanding.  Upon the occurrence
of any of the events  described in clauses (a) or (b) of the preceding  sentence
the Lender may exercise all rights and remedies under this Agreement,  the Notes
and any related agreements and under any applicable law.

     SECTION VII.3 OFFSET. In addition to the remedies set forth in Section 7.2,
upon the  occurrence  of any Event of Default and  thereafter  while the same be
continuing, the Borrower hereby irrevocably authorizes the Lender to set off all
sums owing by the Borrower to the Lender against all deposits and credits of the
Borrower with, and any and all claims of the Borrower against, the Lender.

                                  ARTICLE VIII

                                  MISCELLANEOUS

     SECTION  VIII.1  MODIFICATIONS.   Notwithstanding  any  provisions  to  the
contrary  herein,  any term of this  Agreement  may be amended  with the written
consent of the Borrower;  provided that no amendment,  modification or waiver of
any  provision  of this  Agreement  or consent to any  departure by the Borrower
therefrom  shall in any event be  effective  unless the same shall be in writing
and signed by the  Lender,  and then such  amendment,  modifications,  waiver or
consent shall be effective only in the specific instance and for the purpose for
which given.

     SECTION  VIII.2  COSTS  AND  EXPENSES.  Whether  or  not  the  transactions
contemplated hereby are consummated, the Borrower agrees to reimburse the Lender
upon demand for all  reasonable  out-of-pocket  expenses paid or incurred by the
Lender  (including  filing and recording costs and fees and expenses of Dorsey &
Whitney  LLP,  counsel  to the  Lender)  in  connection  with  the  negotiation,
preparation,  approval, review, execution,  delivery,  amendment,  modification,
interpretation,  collection and enforcement of this Agreement and the Notes. The
obligations of the Borrower under this Section shall survive any  termination of
this Agreement.

     SECTION  VIII.3  WAIVERS,  ETC. No failure on the part of the Lender or the
holder of either Note to exercise and no delay in exercising  any power or right
hereunder  shall  operate as a waiver  thereof;  nor shall any single or partial
exercise of any power or right preclude any other or further exercise thereof or
the exercise of any other power or right.  The rights and remedies of the Lender
hereunder  are  cumulative  and not  exclusive of any right or remedy the Lender
otherwise has.

     SECTION  VIII.4  NOTICES.   Except  when  telephonic  notice  is  expressly
authorized by this Agreement,  any notice or other communication to any party in
connection  with this Agreement  shall be in writing and shall be sent by manual
delivery,  telegram, telex, facsimile transmission,  overnight courier or United
States mail (postage  prepaid)  addressed to such party at the address specified
on the signature page hereof,  or at such other address as such party shall have
specified to the other party  hereto in writing.  All periods of notice shall be
measured from the date of delivery thereof if manually delivered,  from the date
of sending thereof if sent by telegram,  telex or facsimile  transmission,  from
the first  Business Day after the date of sending if sent by overnight  courier,

                                       15
<PAGE>
or from four days after the date of mailing if mailed;  provided,  however, that
any notice to the Lender  under  Article II hereof  shall be deemed to have been
given only when received by the Lender.

     SECTION 8.5 CONFIDENTIALITY OF INFORMATION. The Lender shall use reasonable
efforts  to assure  that  information  about the  Borrower  and its  operations,
affairs and financial  condition,  not  generally  disclosed to the public or to
trade and other  creditors,  which is  furnished  to the Lender  pursuant to the
provisions  hereof is used only for the purposes of this Agreement and any other
relationship between Lender and the Borrower and shall be divulged to any Person
other than the Affiliates of the Lender and their respective officers, directors
employees and agents,  except:  (a) to their attorneys and  accountants,  (b) in
connection with the enforcement of the rights of the Lender  hereunder and under
the Loan Documents or otherwise in connection with applicable litigation, (c) in
connection  with  assignments  and   participations   and  the  solicitation  of
prospective  assignees and  participants  referred to in Section 8.6, and (d) as
may  otherwise  be required or  requested  by any  regulatory  authority  having
jurisdiction over Lender or by any applicable law, rule,  regulation or judicial
process,  the  opinion  of  Lender's  counsel  concerning  the  making  of  such
disclosure to be binding on the parties hereto.

     SECTION 8.6  SUCCESSORS AND ASSIGNS;  DISPOSITION OF LOANS.  This Agreement
shall be binding  upon and inure to the benefit of the parties  hereto and their
respective  successors and assigns,  except that the Borrower may not assign its
rights or delegate its obligations  hereunder  without the prior written consent
of the  Lender.  The  Lender  may at any  time  sell,  assign,  transfer,  grant
participations  in,  or  otherwise  dispose  of any  portion  of  the  Revolving
Commitment  and the Term  Loan  and/or  Advances  to  banks  or other  financial
institutions.  The Lender may disclose any information regarding the Borrower in
the Lender's possession to any prospective buyer or participant.

     SECTION 8.7 GOVERNING LAW AND CONSTRUCTION. THE VALIDITY,  CONSTRUCTION AND
ENFORCEABILITY OF THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY THE INTERNAL
LAWS OF THE  STATE OF  MINNESOTA,  WITHOUT  GIVING  EFFECT TO  CONFLICT  OF LAWS
PRINCIPLES THEREOF.

     SECTION 8.8  CONSENT TO  JURISDICTION.  AT THE OPTION OF THE  LENDER,  THIS
AGREEMENT AND THE NOTES MAY BE ENFORCED IN ANY FEDERAL COURT OR MINNESOTA  STATE
COURT SITTING IN HENNEPIN COUNTY,  MINNESOTA;  AND THE BORROWER  CONSENTS TO THE
JURISDICTION  AND VENUE OF ANY SUCH COURT AND WAIVES ANY ARGUMENT  THAT VENUE IN
SUCH FORUMS IS NOT CONVENIENT. IN THE EVENT THE BORROWER COMMENCES ANY ACTION IN
ANOTHER JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT THEORY ARISING DIRECTLY
OR INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS AGREEMENT, THE LENDER AT ITS
OPTION  SHALL  BE  ENTITLED  TO  HAVE  THE  CASE   TRANSFERRED  TO  ONE  OF  THE
JURISDICTIONS  AND  VENUES  ABOVE-DESCRIBED,  OR  IF  SUCH  TRANSFER  CANNOT  BE
ACCOMPLISHED   UNDER  APPLICABLE  LAW,  TO  HAVE  SUCH  CASE  DISMISSED  WITHOUT
PREJUDICE.

     SECTION  8.9  WAIVER OF JURY  TRIAL.  EACH OF THE  BORROWER  AND THE LENDER
IRREVOCABLY  WAIVES  ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL  PROCEEDING
ARISING  OUT OF OR  RELATING  TO THIS  AGREEMENT,  THE NOTE AND ANY  OTHER  LOAN
DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

     SECTION 8.10  CAPTIONS.  The  captions or headings  herein and any table of
contents hereto are for convenience only and in no way define, limit or describe
the scope or intent of any provision of this Agreement.

     SECTION 8.11 ENTIRE AGREEMENT.  This Agreement and the other Loan Documents
embody the entire  agreement  and  understanding  between the  Borrower  and the
Lender with respect to the subject  matter  hereof and thereof.  This  Agreement
supersedes  all prior  agreements  and  understandings  relating  to the subject
matter hereof.

     SECTION 8.12 COUNTERPARTS.  This Agreement may be executed in any number of
counterparts,  all of which taken  together  shall  constitute  one and the same
instrument,  and either of the parties  hereto may  execute  this  Agreement  by
signing any such counterpart.

            [The remainder of this page is left intentionally blank]

                                       16
<PAGE>
     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed as of the date first above written.


                                         POORE BROTHERS, INC.

                                         By
                                            ------------------------------------
                                            Print Name
                                            Title
Borrower's Address:
3500 South La Cometa Drive
Goodyear, Arizona 85338
                                         POORE BROTHERS ARIZONA, INC.

                                         By
                                            ------------------------------------
                                            Print Name
                                            Title
Borrower's Address:
3500 South La Cometa Drive
Goodyear, Arizona 85338
                                         POORE BROTHERS DISTRIBUTING, INC.

                                         By
                                            ------------------------------------
                                            Print Name
                                            Title
Borrower's Address:
3500 South La Cometa Drive
Goodyear, Arizona 85338
                                         TEJAS PB DISTRIBUTING, INC.

                                         By
                                            ------------------------------------
                                            Print Name
                                            Title
Borrower's Address:
3500 South La Cometa Drive
Goodyear, Arizona 85338
                                         WABASH FOODS, LLC

                                         By
                                            ------------------------------------
                                            Print Name
                                            Title
Borrower's Address:
705 West Dustman Road
Bluffton, IN 46714
                                         U.S. BANCORP REPUBLIC COMMERCIAL
                                         FINANCE, INC.

                                         By
                                            ------------------------------------
                                            Print Name
                                            Title
Lender's Address:
U.S. Bancorp Republic Commercial Finance, Inc.
2338 Central Avenue, N.E. Suite 200
Minneapolis, Minnesota 55438
Fax (612) 782-1801

                                       17
<PAGE>
                                                              EXHIBIT 2.3 (a) TO
                                                                CREDIT AGREEMENT

                                 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.

                                        1
<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

                                        2
<PAGE>
                                                              EXHIBIT 2.3 (b) TO
                                                                CREDIT AGREEMENT

                                   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.

                                        1
<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>
                                                              EXHIBIT 2.3 (c) TO
                                                                CREDIT AGREEMENT

                                   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.

                                        1
<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

                                        2