CoBANK, ACB


                                       LOAN AGREEMENT NO.  T-6184-L,
                                       T-6186-L, S-6183-L, and S-6181-L

                                       As of June 19, 1998

AGRILINK FOODS, INC.
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                                 MODIFICATION OF

            TERM LOAN, TERM LOAN FACILITY AND SEASONAL LOAN AGREEMENT

IT IS AGREED, That the Term Loan, Term Loan Facility and Seasonal Loan Agreement
dated as of  November  3,  1994,  entered  into  between  Agrilink  Foods,  Inc.
(formerly known as Curtice-Burns  Foods, Inc. and successor to merger between PF
Acquisition Corp. and Curtice-Burns  Foods,  Inc.)  ("Borrower") and Springfield
Bank for Cooperatives,  now known as CoBank, ACB ("Bank"),as  amended, is hereby
further amended as follows:

(2)  Section 2.4  entitled  Term Loan  Facility is deleted in its  entirety  and
     therefor a new section is substituted reading as follows:

     (a)  The Bank  agrees,  upon the terms and  subject to the  conditions  set
          forth in this Agreement, to make, in addition to the Term Loan, one or
          more term loans to the Borrower (the "Term Loan  Facility";  the Loans
          made under the Term Loan Facility are collectively  referred herein as
          the "Term Loan Facility  Loans"),  from time to time during the period
          from the Closing Date up to but not  including  January 3, 2000, in an
          aggregate  principal  amount up to  Sixty-four  Million  Four  Hundred
          Ninety-four Thousand Three Hundred Ninety-five Dollars  ($64,494,395).
          Each Term Loan Facility Loan that shall not utilize the full amount of
          the  Commitment  therefor  shall be in an  amount  not  less  than One
          Million Dollars ($1,000,000). Each Term Loan Facility Loan may be made
          as a Prime Loan, LIBOR Loan or Treasury-Based Loan.

     (b)  Notwithstanding  anything to the contrary contained in Section 2.4(a),
          the Borrower  shall be permitted to borrow amounts  previously  repaid
          under the Term Loan Facility at any time, and from time to time during
          the period from the Closing  date up to but not  including  January 3,
          2000, in an amount which,  together with all amounts previously repaid
          and  re-borrowed  pursuant  to this  Section  2.4(b)  shall not exceed
          Sixty-four  Million Four Hundred  Ninety-four  Thousand  Three Hundred
          Ninety-five Dollars ($64,494,395).

(3)  Section 2.6 entitled  Amortization  of Term Loan Facility Loans is modified
     by changing all references to November 3, 1999 to January 3, 2000.

The Term Loan,  Term Loan Facility and Seasonal Loan Agreement is hereby amended
accordingly but otherwise shall remain in full force and effect.

All terms of the Term Loan,  Term Loan Facility and Seasonal Loan  Agreement and
any other related loan and collateral documents  (collectively "Loan Documents")
remain in full force and effect and are hereby ratified and confirmed, except to
the extent modified by this Agreement, by Borrower.



<PAGE>


Exhibit 10.24 (Continued) 2 All Financial  Statements and disclosures  submitted
to the Bank  under the Loan  Documents  are true and  accurate  in all  material
respects. Except as previously disclosed to the Bank, there has been no material
adverse change in the financial condition or operations of Borrower.

The Loan Documents are not subject to any offset, claim, or defense by Borrower.

All liens  granted by  Borrower to the Bank (i) remain in full force and effect,
(ii) are not subject to any claim or defense,  and (iii) retain a first priority
lien position.

To the best of  Borrower's  knowledge,  there are no  liens,  other  than  liens
granted under the Loan Documents, on any real or personal property of Borrower.

(The Borrower agrees to execute such additional documents and to take such other
action  as may be  reasonably  requested  by the  Bank  to give  effect  to this
Modification.

The Term Loan,  Term Loan Facility and Seasonal Loan Agreement is hereby amended
accordingly but otherwise shall remain in full force and effect.

                                     CoBANK, ACB (formerly known as Springfield
                                     Bank for Cooperatives)


                                     By /s/Ralph Lawrence
                                             Its Vice President


ACCEPTED AND AGREED  TO:  6/22/98
                          (Date)

AGRILINK FOODS, INC. (formerly known as Curtice-Burns  Foods, Inc. and successor
to merger between PF Acquisition Corp. and Curtice-Burns Foods, Inc.)


By /s/ Earl L. Powers
         Its Vice President

ACKNOWLEDGED AND AGREED TO: 6/22/98
                            (Date)

PRO-FAC COOPERATIVE, INC.


By /s/ Earl L. Powers
         Its Vice President

ACKNOWLEDGED AND AGREED TO:  6/22/98
                             (Date)

CURTICE-BURNS EXPRESS, INC.
HUSMAN SNACK FOODS COMPANY, INC.
KENNEDY ENDEAVORS, INCORPORATED
SEASONAL EMPLOYERS, INC.
PRO-FAC HOLDING COMPANY OF IOWA, INC.


By /s/ Earl L. Powers
         Its Vice President