FIRST AMENDMENT
                                       TO
                              EMPLOYMENT AGREEMENT


         This First Amendment to Employment  Agreement  ("Amendment") is made by
POORE BROTHERS, INC. ("Company"),  a Delaware corporation,  and DAVID J. BRENNAN
("Consultant"),  a married  man, is  effective  February 2, 1997  ("Modification
Date"),  and is a  modification  of and an amendment to that certain  Employment
Agreement dated March 11, 1996 by and between Poore Brothers,  Inc. and David J.
Brennan ("Agreement").

         Company and Consultant desire that  Consultant's  employment by Company
terminate  and that  Consultant  be engaged  as an  independent  contractor  for
Company, as provided in this Amendment.

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

         1.  Section 1 of the  Agreement  is hereby  amended,  effective  on the
Modification Date, to read in its entirety as follows:

                  Company retains  Consultant,  and Consultant  agrees to render
                  services to  Company,  upon the terms and  conditions  of this
                  Agreement.  Company and Consultant  agree that Consultant will
                  be an independent  contractor,  that Consultant will not be an
                  employee of Company for  federal tax or other  purposes,  that
                  Consultant  may render  consulting  services for third parties
                  (provided  he is  not  in  breach  of  this  Agreement),  that
                  Consultant  will not be  eligible  for the  employee  benefits
                  offered by Company to its  employees  in general  (except  for
                  such benefits as are specifically provided in this Agreement),
                  and  that  Company  will  not  withhold  any  taxes  from  the
                  compensation it pays to Consultant hereunder. Consultant shall
                  be responsible for any quarterly  estimated tax payments,  and
                  shall  indemnify  Company  against   Consultant's  income  and
                  self-employment tax liabilities,  on such compensation paid to
                  him by Company.

         2.  Section 2 of the  Agreement  is hereby  amended,  effective  on the
Modification Date, to read in its entirety as follows:
<PAGE>
                  Consultant shall be retained as a consultant for Company for a
                  period  90 days  beginning  February  2,  1997.  In  addition,
                  Company shall have the one time option to extend  Consultant's
                  engagement  hereunder  for an  additional  60 days  by  giving
                  written notice to Consultant of Company's election to exercise
                  such  option   provided   such  notice  is  given  before  the
                  expiration  of  the  90-day  consulting  period.  However,  if
                  Consultant  receives and negotiates a payment from Company for
                  compensation  for the period  following the expiration of such
                  90-day period,  then Company and Consultant shall be deemed to
                  have   extended   Consultant's   engagement   hereunder  as  a
                  consultant for Company for such additional 60-day period.

                  Company and Consultant  agree that the change of  Consultant's
title and duties and the termination of Consultant's employment by Company shall
be, for all purposes, deemed to be a voluntary resignation by Consultant and not
a breach of the Agreement by Consultant. Consultant hereby resigns as an officer
of Company effective on the Modification Date.

         3.  Section 3 of the  Agreement  is hereby  amended,  effective  on the
Modification Date, to read in its entirety as follows:

                  During the period of  Consultant's  engagement  with  Company,
                  Consultant  shall perform such  consulting  services as may be
                  reasonably  requested by Company from time to time  including,
                  without limitation, the following:

                            (a) Assisting  Company in making the transition from
                  Consultant being the president and chief executive  officer of
                  Company to his successor assuming such duties;

                            (b) Consulting  with Company in connection  with its
                  possible  disposition  of its  subsidiary  Poore  Brothers  of
                  Texas, Inc.; and

                            (c) Consulting  with Company in connection  with any
                  proposed   acquisition  by  Company  of  other   companies  or
                  businesses.

                  In addition,  during the period of Consultant's  engagement by
                  Company as a consultant,  Consultant  may continue to serve on
                  the board of  directors  of  Company  at the
                                      -2-
<PAGE>
                  pleasure of the shareholders of Company. Consultant desires to
                  continue  serving  on  the  Board  of  Directors  of  Company.
                  Accordingly,  Company shall nominate Consultant for reelection
                  to the board of directors of Company.

         4.  Section 4 of the  Agreement  is  hereby  deleted  effective  on the
Modification  Date.  Consultant  hereby resigns as an officer and as a member of
the  board  of  directors  of  each  of  Company's   subsidiary   or  affiliated
corporations who agree to and accept this Amendment by their execution below.

         5.  Section 5 of the  Agreement  is hereby  amended,  effective  on the
Modification Date, to read in its entirety as follows:

                  During  the  period of  Consultant's  engagement  by  Company,
                  Consultant  shall receive from Company  compensation  equal to
                  $5,000 per month.

                  In addition,  Consultant shall receive from Company the sum of
$4,807.69, less all applicable withholding,  for two weeks of vacation pay which
was  accrued  but  unpaid as of the  Modification  Date,  and  such sum shall be
payable to Consultant on Company's next payroll payment date.

         6.  Section 6 of the  Agreement  is  hereby  deleted  effective  on the
Modification Date.

         7.  Section 7 of the  Agreement  is hereby  amended,  effective  on the
Modification Date, to read in its entirety as follows:

                  Company shall continue covering Consultant on Company's health
                  insurance   plan,  at  Company's   expense,   for  the  period
                  Consultant is engaged as a consultant hereunder. Company shall
                  provide  such  coverage  for   Consultant's   dependents,   at
                  Consultant's  expense,  if Consultant  elects such  additional
                  coverage.  Consultant's  COBRA rights shall  commence upon the
                  expiration of his engagement as a consultant for Company under
                  this Agreement.

         8. Section 8(c) of the  Agreement is hereby  amended,  effective on the
Modification  Date, by deleting  therefrom the words  "(including those named in
Section 4 above)".

         9. Company and Consultant  acknowledge  that  Consultant  exercised his
option under,  and purchased  100,000 shares of Company's $0.01 par value voting
common stock pursuant to, Section 9(a) of the Agreement.  Company and Consultant
further
                                      -3-
<PAGE>
acknowledge  that  Consultant  purchased  from Company,  and currently  owns, an
additional  100,000 shares of Company's  $0.01 par value voting common stock. In
addition,  Company and  Consultant  agree that the option  granted by Company to
Consultant  pursuant to that  certain  Incentive  Stock Option  Agreement  dated
October 22, 1996 to purchase  30,000 shares of Company's  $0.01 par value common
stock for  $3.50  per  share is fully  vested  and the  Incentive  Stock  Option
Agreement is otherwise  hereby ratified and confirmed.  Consultant  acknowledges
that he has been  granted no  options,  and is not  entitled  to be granted  any
additional  options,  to purchase  shares of Company's  capital  stock except as
specifically provided for or referenced in the Agreement and this Amendment.

         The last sentence of Section 9(b) of the  Agreement is hereby  amended,
effective on the Modification Date, to read as follows:

                  The option granted under this subsection
                  shall be fully vested on April 1, 1997.

                            Sections  9(c) and 9(d) of the  Agreement are hereby
deleted effective on the Modification Date.

                  10.  Company  and  Consultant  agree  that all  references  in
Section  10 of the  Agreement  and in all other  sections  of the  Agreement  to
"Employee" are to "Consultant", effective on the Modification Date.

                  11.  Section  11(a)  of  the  Agreement  is  hereby   amended,
effective on the Modification  Date, to delete the phrase "for a one-year period
thereafter"  on the second line thereof and to insert in lieu thereof the phrase
"and thereafter through January 31, 1998."

                  12. Section 12(c) of the Agreement is hereby deleted effective
on the Modification Date.

                  13. Section 13 of the Agreement is hereby  amended,  effective
on the  Modification  Date,  to delete the words "named in Section 4 above" from
the second  line  thereof  and to delete the words  "(including  those  named in
Section 4 above)" in both places such words appear therein.

                  14. Section 14 of the Agreement is hereby  amended,  effective
on the  Modification  Date,  to delete the words "or popcorn" and the words "and
popcorn"  wherever  they  appear  therein  and to delete  the words "the date of
termination  of  Consultant's  employment  by  Company"  in the second  sentence
thereof and to insert in lieu thereof the words "February 2, 1997".

                  15. Section 15 of the Agreement is hereby  amended,  effective
on the  Modification  Date,  by  renumbering  such  section as Section 16. A new
section 15 is hereby added to the Agreement, effective on the Modification Date,
as follows:
                                      -4-
<PAGE>

                  15. Releases.

                            (a) Consultant, on behalf of himself and his marital
                  community,  heirs,  executors,  personal  representatives  and
                  assigns, does hereby release and forever discharge Company and
                  any subsidiary  company and any other company  affiliated with
                  or under  common  ownership  with  Company,  and each of their
                  respective current and former officers, partners,  principals,
                  directors,   shareholders,   attorneys,   employees,   agents,
                  servants,     representatives,     independent    contractors,
                  guarantors,  heirs,  successors,  insurers,  assigns,  and all
                  affiliated entities,  hereinafter  collectively referred to as
                  the  "Released  Parties,"  from any and all  claims,  demands,
                  causes of actions,  or  liabilities  of any kind or character,
                  known or  unknown,  arising or  accruing  through  February 2,
                  1997,  including,  without limitation,  all claims that are in
                  any way related to  Consultant's  employment  by Company under
                  this Agreement  (except for  the  provisions  hereof which are
                  specifically  stated  herein  to  survive)  or the  change  in
                  Consultant's status from an employee to that of an independent
                  contractor.

                                   (i) Without  limiting the  generality  of the
                  foregoing,  the full release  contained in this subsection (a)
                  applies to all claims  arising prior to February 2, 1997 under
                  the  Civil  Rights  Act of  1964,  the Age  Discrimination  in
                  Employment Act of 1967, the Americans with Disabilities Act of
                  1990,  the Labor  Management  Relations  Act,  the  Consultant
                  Retirement  Income  Security  Act  of  1974,  the  Fair  Labor
                  Standards   Act,  the  Family  and  Medical   Leave  Act,  the
                  Immigration  Reform and Control Act, the Consolidated  Omnibus
                  Budget  Reconciliation Act, the occupational Safety and Health
                  Act, or any comparable  state  occupational  safety and health
                  statute, the Workers' Adjustment and Retraining Act, 42 U.S.C.
                  ss. 1981,  the Arizona Civil Rights Act, the Arizona Wage Act,
                  and any other  applicable  state or federal  statute,  and any
                  common  law  cause of  action,  including  without  limitation
                  claims  for breach of  contract,  wrongful  discharge,  unpaid
                  wages, tort, personal injury, or any claim for attorney's fees
                  or other damages, costs or expenses of any kind or nature.
                                      -5-
<PAGE>
                                   (ii)   Notwithstanding  the  foregoing,   the
                  release by Consultant  contained in this  subsection  (a) does
                  not waive  any  claim  arising  out of any  breach or  alleged
                  breach of this  Agreement  from and after  February 2, 1997 by
                  Consultant,  or any claim that may arise under or by reason of
                  Consultant's   engagement   by  Company   as  an   independent
                  contractor for Company.

                                   (iii)  Each of the  Released  Parties  (other
                  than Company) is intended as, and is expressly  designated as,
                  a third party beneficiary of this subsection (a).

                                   (iv)   Upon   termination   of   Consultant's
                  employment  by  Company,   Consultant   shall  return  all  of
                  Company's  property  that is in his  possession,  custody,  or
                  control including, without limitation, the automobile,  credit
                  card and cellular  telephone to which reference is made below,
                  and all records, files, goods, equipment,  documents, computer
                  software,  data,  disks, and any other property of Company and
                  any copies thereof.

                                   (v)   Consultant   agrees  not  to  make  any
                  defamatory comments about Company to any person after February
                  2, 1997.

                                   (vi) Consultant agrees not to bring a lawsuit
                  against  Company  or to file or lodge  any  type of  complaint
                  against Company alleging  violation of any law by Company with
                  any governmental  agency arising from Consultant's  employment
                  by Company through February 1, 1997.

                                   (vii) The remedies  specifically  provided by
                  this  subsection  (a) are not  exclusive,  and are  cumulative
                  with,  and in addition  to, any other  remedy now or hereafter
                  available  at law.  Without  limiting  the  generality  of the
                  foregoing,   Company  may  pursue  injunctive  relief,  actual
                  damages, and/or any other remedy provided at law.

                                   (viii) Consultant understands and agrees that
                  Company is not admitting to any liability to Consultant and is
                  making a compromise and settlement.
                                      -6-
<PAGE>
                                   (ix) Consultant is advised to consult with an
                  attorney  respecting  this  subsection  (a). By his  signature
                  below,  Consultant  acknowledges  that he has been so advised,
                  and  that  he has  had  an  opportunity  to  consult  with  an
                  attorney.

                                   (x) Consultant  acknowledges that he has been
                  given a  period  of  twenty-one  (21)  days  within  which  to
                  consider this Subsection (a).

                                   (xi) For a period  of  seven  days  following
                  February 2, 1997,  Consultant  may revoke this  Agreement,  as
                  amended effective February 2, 1997, in which case it shall not
                  become  effective  or  enforceable.  The  provisions  of  this
                  Agreement, as amended effective February 2, 1997, shall become
                  effective  upon the eighth day  following  such date  provided
                  Consultant has not revoked the same as provided above.

                            (b)  Company,  on its  behalf  and on  behalf of its
                  successors and assigns,  and each of Company's  subsidiary and
                  affiliated  companies,  on their behalf and on behalf of their
                  respective  successors and assigns,  herein  collectively  the
                  "Company  Releasors",  hereby freely and  voluntarily  forever
                  release and  discharge  Consultant  and his spouse,  and their
                  respective  heirs,  personal  representatives,  successors and
                  assigns,   and  their   respective   attorneys,   agents   and
                  representatives,    herein    collectively   the   "Consultant
                  Releasees", of and from any and all claims, demands, causes of
                  action, suits, damages, losses, costs and expenses of any kind
                  or nature whatsoever (collectively "Company Claims") resulting
                  from,  arising out of, or any way connected with or concerning
                  Consultant's  employment by Company through  February 1, 1997,
                  or the change in Consultant's titles and duties on February 2,
                  1997.

                                   (i) This  subsection  (b) is  intended by the
                  Company  Releasors and the Consultant  Releasees as a full and
                  complete  settlement of the rights and obligations  among them
                  concerning  such  employment  and such  change in  titles  and
                  duties,  and the release and  discharge of the Company  Claims
                  includes  all  claims  and  causes  of  action  under  federal
                  statutes and  regulations,  Arizona  statutes and regulations,
                  all other  statutes  and  governmental  ordinances,  rules and
                  regulations,  and all  constitutional,  common  law,  tort and
                  contract  claims and remedies that the Company  Releasors have
                  ever  had  or  now  has,   known  or  unknown,
                                      -7-
<PAGE>
                  suspected or  unsuspected,  contingent or  otherwise,  or that
                  anyone claiming through or under the Company  Releasors or any
                  of them  ever  had or now has or  claim  to have  against  the
                  Consultant Releasees or any of them.

                                   (ii)   Notwithstanding  the  foregoing,   the
                  release and  discharge  by Company of the Company  Claims does
                  not waive  any  claim  arising  out of any  breach or  alleged
                  breach of this  Agreement  from and after  February 2, 1997 by
                  Consultant,   or  any  claim  that  may  arise  by  reason  of
                  Consultant's  engagement  as  an  independent  contractor  for
                  Company.

                                   (iii) Each of the Consultant Releasees (other
                  than   Consultant)   is  intended  to  be,  and  is  expressly
                  designated as, a third party  beneficiary  of this  subsection
                  (b).

                                   (iv) Company  agrees that none of the Company
                  Releasors  and none of the Released  Parties  described  under
                  subsection  (a)  shall  make  any  defamatory  comments  about
                  Consultant or Consultant's employment by Company or any of its
                  subsidiary or affiliated companies after February 2, 1997.

                                   (v) Company and its subsidiary and affiliated
                  companies,  by their  execution  below,  agree  not to bring a
                  lawsuit against any of the Consultant  Releasees or to file or
                  lodge  any  type  of  complaint  against  Consultant  alleging
                  violation  of any  law by  Consultant  with  any  governmental
                  agency arising from Consultant's  employment by Company or any
                  of such  subsidiary or  affiliated  companies or the change in
                  Consultant's titles and duties.

                                   (vi) The remedies provided in this subsection
                  (b) are not exclusive and are cumulative with, and in addition
                  to, any other rights and  remedies now or hereafter  available
                  at law or in equity.  Without  limiting the  generality of the
                  foregoing,  the  Consultant  Releasees  may pursue  injunctive
                  relief, actual damages and/or any other remedy provided at law
                  or in equity.

                                   (vii) The Company  Releasors  understand  and
                  agree that Consultant is not admitting to any liability to any
                  of the  Company  Releasors  and is  making  a  compromise  and
                  settlement.

                  16. Sections 16(a), (b), (d) and (e) (formerly  subsections of
Section  15) of the  Agreement  are hereby  amended by  deleting  from each such
subsection  the words  "(and its  subsidiaries  named in  Section 4 above)"  and
inserting  in lieu
                                      -8-
<PAGE>
thereof the words "and its subsidiaries and affiliates". Section 16(j) (formerly
Section 15(j)) of the Agreement is hereby amended, effective on the Modification
Date, by deleting therefrom the words "which includes those named in Section 4".

                  17.  Subsection (g) of Section 16 (formerly Section 15) of the
Agreement is hereby amended,  effective on the Modification Date, to read in its
entirety as follows:

                           This  Agreement  is being  approved  and  accepted by
                  Poore Brothers  Arizona,  Inc.,  Poore Brothers  Distributing,
                  Inc.,  Poore  Brothers  of Texas,  Inc.,  and  Poore  Brothers
                  Southeast,  Inc.,  and is also being  approved and accepted by
                  Mary  C.  Brennan.  By  their  execution  below,  each of such
                  subsidiaries or affiliates of Company agree to be bound by all
                  of the  terms  and  provisions  of  this  Agreement  that  are
                  applicable  to  Company  or to any  of  such  subsidiaries  or
                  affiliates.  By her execution below,  Mary C. Brennan,  who is
                  the wife of Consultant, agrees to be bound by all of the terms
                  and  provisions  of this  Agreement  that  are  applicable  to
                  Consultant.

                  18. New subsections (k) and (l) are hereby added to Section 16
(formerly Section 15) of the Agreement,  effective on the Modification  Date, as
follows:

                           (k) This  Agreement  may be executed in any number of
                  counterparts, each of which shall be deemed to be an original,
                  and all of which taken  together shall be deemed to be one and
                  the  same  agreement.  This  Agreement  may  be  executed  and
                  delivered  by  facsimile  transmission  upon  confirmation  of
                  receipt by the other party, which will have the same effect as
                  delivery of the written Agreement.

                           (l) The  provisions  of Sections 9 through 16 of this
                  Agreement   shall  survive  the  termination  of  Consultant's
                  employment by Company and his  engagement as a consultant  for
                  Company.
                                      -9-
<PAGE>
                  In witness whereof,  Company and Consultant have executed this
Amendment as of the Modification Date.


POORE BROTHERS, INC.


By___________________________                      _____________________________
                                                   David J. Brennan
Its__________________________

                     [Company]                                      [Consultant]

Agreed and Accepted by each of:                    Agreed and Accepted by:


POORE BROTHERS ARIZONA, INC.                       _____________________________
                                                   Mary C. Brennan


By______________________________

Its_____________________________


POORE DISTRIBUTING, INC.



By______________________________

Its_____________________________

POORE BROTHERS OF TEXAS, INC.



By______________________________

Its_____________________________


POORE BROTHERS SOUTHEAST, INC.



By______________________________

Its_____________________________
                                      -10-