EMPLOYMENT AGREEMENT

         This  employment  agreement  ("Agreement")  is made  and  entered  into
effective  as of the 24th  day of  January,  1997  ("Effective  Date"),  by  and
between POORE BROTHERS,  INC. ("Company"),  a Delaware corporation,  and ERIC J.
KUFEL ("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 February 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  and
director 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 President and Chief Executive Officer of Company and shall
have all rights,  powers and  authority  inherent in such  positions  including,
without  limitation,  the  authority  to direct  the  day-to-day  operations  of
Company.  In addition,  during the period of  Employee's  employment by Company,
Employee  shall  serve on the board of  directors  of Company  and on  Company's
compensation committee, so long as he desires to serve in such capacities.

         4. Compensation. During the period of Employee's employment by Company,
Employee shall receive from Company an annual salary of $115,000, 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.  During and for 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.
<PAGE>
         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 on  substantially  the
same or a more favorable basis as any other employee of Company.

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

             (a) Company  shall  furnish to  Employee a Company  owned or leased
automobile to be used by Employee for Company  purposes and Employee's  personal
use. The year, make and model of such automobile shall be reasonably agreed upon
by Company  and  Employee  from time to time.  Company  shall pay for all of the
insurance (with coverage reasonably  satisfactory to Employee),  gasoline,  oil,
tires,  warranty and routine  service and other  maintenance and repairs for the
automobile.  Employee  acknowledges  that he may  recognize  taxable  income  in
connection with Company's furnishing the automobile for his use.

             (b)  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.

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

         8. Options.

            Company  hereby  grants to Employee the right and option to purchase
300,000  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 $3.5625  per share.  These  options  will vest in equal
100,000 share  increments on the first,  second and third  anniversaries  of the
Effective Date. Employee  acknowledges  receipt of a copy of the
<PAGE>
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.

             (d) Employee  acknowledges  that the  Confidential  Information  of
Company  is unique in  character  and that  Company
<PAGE>
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 applicable in connection with the  interpretation
and  construction
<PAGE>
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.
<PAGE>
         Company:                   Poore Brothers, Inc.
                                    2664 South Litchfield Road
                                    Goodyear, Arizona 85338-1500
                                    Fax No. (602) 925-2363

         Employee:                  Eric J. Kufel
                                    851 E. Village Cir. Dr. S.
                                    Phoenix, AZ  85022
                                    Fax No. -- ______________

             (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]


                                          -------------------------------------
                                          Eric J. Kufel
                                                                    [Employee]