<PAGE>   1


                                  EXHIBIT 10.23


CONSOLIDATION, RENEWAL, AND RESTATEMENT OF DEED OF TRUST AND SECURITY AGREEMENT,
AND CONSOLIDATION, RENEWAL, AND RESTATEMENT OF PROMISSORY NOTES EACH BETWEEN
UNITED FOODS, INC. AND THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY ALL DATED
JANUARY 30, 1997.




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TENNESSEE                                   EXHIBIT 10.23
RECORDING REQUESTED BY


                                            "Maximum principal indebtedness for
WHEN RECORDED MAIL TO                       Tennessee recording tax purposes is
                                                       $7,121,824.93"


The Northwestern Mutual Life Ins. Co.
720 East Wisconsin Ave. - Rm. N16WC
Milwaukee, WI 53202
Attn:  Janet M. Szukalski
LOAN NO. C-332028                       SPACE ABOVE THIS LINE FOR RECORDER'S USE


This instrument was prepared by James L. McFarland, Attorney, for The
Northwestern Mutual Life Insurance Company, 720 East Wisconsin Ave., Milwaukee,
WI 53202.

                   CONSOLIDATION, RENEWAL, AND RESTATEMENT OF
                      DEED OF TRUST AND SECURITY AGREEMENT

THIS CONSOLIDATION, RENEWAL, AND RESTATEMENT OF DEED OF TRUST and SECURITY
AGREEMENT, Made as of the 30th day of January, 1997 between UNITED FOODS, INC.,
a Delaware corporation, Ten Pictsweet Drive, Bell, Tennessee 38006 herein (said
Grantor/Trustor, whether one or more in number) called "Grantor", and JOHN S.
SHOAF, 850 Ridge Lake Boulevard, Suite 205, Memphis, Tennessee 38120, herein
called "Trustee", and THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY, a
Wisconsin corporation, 720 E. Wisconsin Avenue, Milwaukee, WI 53202, herein
called "Beneficiary".

                                    RECITALS:

            A. Beneficiary made a loan to Grantor as evidenced by a Promissory
Note dated July 10, 1987 in favor of Beneficiary and in the original principal
amount of Fifteen Million Dollars ($15,000,000.00) (the "Original Note").

            B. In connection with the execution of the Original Note, and as
security therefore, Grantor executed and delivered a Deed of Trust and Security
Agreement in favor of Beneficiary dated July 10, 1987, securing an indebtedness
in the current outstanding principal balance of $7,878,175.07 which was recorded
on July 10, 1987 in Note Book 12, Page 439 of the records of Crockett County,
Tennessee (the "Original Deed of Trust"), which Deed of Trust encumbers the
property described therein.

            C. Contemporaneously herewith, Grantor is executing in favor of
Beneficiary that certain Future Advance Promissory Note in the original
principal amount of $7,121,824.93, and as security therefore, Grantor will
execute and deliver a Difference Deed of Trust and Security Agreement
("Difference Deed of Trust") in favor of Beneficiary dated of even date
herewith, which is to be recorded in the records of Crockett County, Tennessee.

            D. Contemporaneously herewith, Grantor is executing in favor of
Beneficiary that certain Consolidation, Renewal, and Restatement of Promissory
Notes in the original principal amount of $15,000,000.00, which renews and
consolidates all of the indebtedness evidenced by the Original Note and the
Future Advance Note, hereinafter referred to as the "Note".

            E. Grantor and Beneficiary desire to modify, consolidate and restate
the Original Deed of Trust and the Difference Deed of Trust in their entirety as
hereinafter set forth.



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NOW, THEREFORE, for and in consideration of the mutual covenants and conditions
contained herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Grantor and Beneficiary hereby
agrees as follows:

            1. The foregoing recitals are true and correct and constitute a
material part of this Deed of Trust.

            2. The Original Deed of Trust and the Difference Deed of Trust
(collectively, the "Prior Deed of Trust") are hereby modified, consolidated and
restated as the "Modified Deed of Trust Provisions" which are attached hereto as
Exhibit "A" (the "Modified Deed of Trust"). Grantor hereby ratifies,
acknowledges and confirms the mortgaging and conveyancing of the Property (as
defined in the Modified Deed of Trust) to Beneficiary. In the event of a
conflict between the provisions of the Prior Deed of Trust and the Modified Deed
of Trust, the provisions of the Modified Deed of Trust shall control.

            3. Survival of Security. Nothing herein shall invalidate any
security now held by Beneficiary for payment of the indebtedness secured by the
Prior Deed of Trust or the Modified Deed of Trust, nor impair, nor release any
covenant, condition, agreement or stipulation therein, and the same, as herein
modified, shall continue in full force and effect.

            3. Effect of Modified Deed of Trust Provisions. It is the intention
of the parties that each of the terms, covenants, and provisions of the Modified
Deed of Trust shall replace in its entirety the terms, covenants and provisions
of the Prior Deed of Trust, to the same extent as though the Modified Deed of
Trust had originally been given by Grantor to Beneficiary to evidence and secure
a single indebtedness.

            4. Performance by Grantor. Each and every of the terms, covenants,
conditions and provisions of the Modified Deed of Trust are ratified and
confirmed by and declared to be fully binding upon Grantor. Further, Grantor
does hereby ratify, confirm, and certify that the lien of the Modified Deed of
Trust is continuing and binding and retains its full force, effect and priority
upon the Property (as defined in the Modified Deed of Trust), such priority
being a first lien on said Property.

            5. Representations, Acknowledgments and Agreements of Grantor. The
representations, acknowledgments and agreements of Grantor contained in this
paragraph were a condition precedent, and a material inducement, to Beneficiary
agreeing to amend and restate the Original Note and Beneficiary has relied on
each of such representations, acknowledgments and agreements. Grantor hereby
acknowledges, represents and agrees that Grantor has no defenses, setoffs,
claims, counterclaims or causes of action of any kind or nature whatsoever with
respect to (i) the Loan Documents (as defined in the Modified Deed of Trust) or
the indebtedness evidenced and secured thereby; (ii) any other documents or
instruments now or heretofore evidencing, securing or in any way relating to the
loan (the "Loan") evidenced by the said note (as defined in the Modified Deed of
Trust) or the Original Note; (iii) the administration or funding of the Loan;
(iv) the development, operation or financing of the Property (as defined in the
Modified Deed of Trust); (v) any other transaction, matter or occurrence between
Grantor and Beneficiary relating in any way to the Loan, the Loan Documents or
said Property; and (vi) any acts or omissions of Beneficiary relating in any way
to the Loan, the Loan Documents or said Property. Grantor hereby represents and
agrees that there are no oral agreements which modify any of the Loan Documents
and the Loan Documents, as modified herein and in the said note, constitute the
entire agreement between Grantor and Beneficiary with respect to the Loan.

            6. Payment of Transaction Taxes. Grantor represents and warrants
that all documentary stamp taxes and intangible taxes required by law on account
of the hereinabove referenced notes, the said note (as defined in the Modified
Deed of Trust), the Prior Deed of Trust, the Modified Deed of Trust and this
Agreement have been paid. If any such tax is levied or assessed now or hereafter
against Beneficiary on account of this transaction or against any of the
documents evidencing or securing the indebtedness described herein, Grantor will
pay the same on demand, together with all interest, penalties and costs incurred
by Beneficiary on account thereof, and reasonable attorneys fees incurred by
Beneficiary in connection therewith. The Modified Deed of Trust shall secure the
payment by Grantor of all of such taxes, interest and penalties, and failure to
pay the same upon demand shall constitute a default under the Modified Deed of
Trust. Notwithstanding the foregoing, Beneficiary agrees not to 



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demand payment so long as Grantor is diligently contesting the tax claimed to be
due and has deposited with Beneficiary such security as Beneficiary deems
sufficient to protect its security. Should Beneficiary at any time determine
that the security afforded by or the validity of the documents evidencing and
securing the indebtedness evidenced by the said note (as defined in the Modified
Deed of Trust) is impaired or threatened, Grantor shall pay such taxes forthwith
upon the demand of Beneficiary.

            7. Binding Effect. This Agreement shall be binding upon and shall
inure to the benefit of the parties and their respective successors and assigns.

IN WITNESS WHEREOF, this instrument has been executed by the parties as of the
day and year first above written.

                                 UNITED FOODS, INC., a Delaware corporation

                                 By:  S/N Carl W. Gruenewald, II
                                      -------------------------------------
                                      Carl W. Gruenewald, II
                                      Its Sr. Vice President, Finance

                                 Attest:  S/N Donald Dresser
                                          ---------------------------------
                                          Donald Dresser
                                          Its Assistant Secretary
(corporate seal)

                                 THE NORTHWESTERN MUTUAL LIFE
                                 INSURANCE COMPANY, a Wisconsin
                                 corporation

                                 By:  Carson D. Keyes
                                      -------------------------------------
                                      Carson D. Keyes
                                      Its Vice President

                                 Attest:  S/N Warren L. Smith, Jr.
                                          ---------------------------------
                                          Warren L. Smith, Jr.
                                          Its Assistant Secretary
(corporate seal)


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<PAGE>   5


STATE OF TENNESSEE      )
                        )ss.
COUNTY OF CROCKETT      )

On this 4th day of January , 1997, before me personally appeared Carl W.
Gruenewald, II and Donald Dresser with whom I am personally acquainted, and who
upon oath acknowledged themselves to be the Senior Vice President and Assistant
Secretary, respectively, of UNITED FOODS, INC., a corporation, and that they as
such Senior Vice President and Assistant Secretary respectively, being
authorized so to do, executed the foregoing instrument for the purposes therein
contained, by signing the name of the corporation by themselves as Senior Vice
President and Assistant Secretary respectively, and by affixing thereto the
common corporate seal of such corporation.

WITNESS WHEREOF, I have hereunto set my hand and official seal.

My commission expires:  7-22-97

                                             S/N Marilyn B. Hendrix
                                             ----------------------
                                                  Notary Public

STATE OF WISCONSIN         )
                                  )ss.
COUNTY OF MILWAUKEE        )

On this 3rd day of February, 1997, before me personally appeared Carson D. Keyes
and Warren L. Smith, Jr., with whom I am personally acquainted, and who upon
oath acknowledged themselves to be the Vice President and Assistant Secretary
respectively, of THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY, a Wisconsin
corporation, and that they as such Vice President and Assistant Secretary
respectively, being authorized so to do, executed the foregoing instrument for
the purposes therein contained, by signing the name of the corporation by
themselves as Vice President and Assistant Secretary respectively, and by
affixing thereto the common corporate seal of such corporation.

WITNESS WHEREOF, I have hereunto set my hand and official seal.

My commission expires:  May 14, 2000

                                             S/N Janet M. Szukalski
                                             ----------------------
                                               Janet M. Szukalski
                                               Notary Public


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                                   Exhibit "A"

                        Modified Deed of Trust Provisions

                                   WITNESSETH:

WITNESSETH, That Grantor, in consideration of the indebtedness herein mentioned,
does hereby irrevocably bargain, sell, grant, transfer, assign and convey unto
Trustee, in trust, with power of sale and right of entry and possession the
following property (herein referred to as the "Property"):

         A.       The real estate in the City of Bells, County of Crockett,
                  State of Tennessee, described in Exhibit "A" attached hereto
                  and hereby incorporated within this Deed of Trust; and

         B.       All buildings, improvements and fixtures belonging to Grantor
                  which are located on or used in connection with the Property
                  as of the date of the final advance of loan proceeds,
                  including but not limited to all engines, boilers, elevators,
                  machinery, heating apparatus, electrical equipment, air
                  conditioning equipment, water and gas fixtures, refrigeration,
                  and packaging and processing line equipment: plus all
                  additional improvements and fixtures that Grantor installs
                  from time to time thereafter in substitution or replacement
                  for said improvements and fixtures.

         C.       All articles of equipment which are located on or used in
                  connection with the Property as of the date of the final
                  advance of loan proceeds, including but not limited to
                  refrigeration, packaging and processing line equipment: plus
                  all equipment that Grantor installs from time to time
                  thereafter in substitution or replacement for said equipment.

Grantor agrees not to sell, transfer, assign or remove anything described in B
and C above now or hereafter located on the above described real estate, without
prior written consent from Beneficiary unless such action results in
substitution or replacement with similar items of equal value.

If any of the Property herein conveyed is of a nature so that a security
interest therein can be perfected under the Uniform Commercial Code, this
instrument shall constitute a Security Agreement and Financing Statement if
permitted by applicable law and Grantor agrees to join with Beneficiary in the
execution of any financing statements and to execute any other instruments that
may be required for the perfection or renewal of such security interest under
the Uniform Commercial Code.

TO HAVE AND TO HOLD the same unto Trustee for the purpose of securing:

         (a)      Payment to the order of Beneficiary of the indebtedness 
evidenced by a promissory note (herein referred to as "said note") of even date
herewith (and any extension or renewal thereof) executed by Grantor (if Grantor
includes more than one party, executed by one or more of such parties) for the
principal sum of FIFTEEN MILLION DOLLARS, with final maturity no later than
March 1, 2007 and with interest as therein expressed, it being recognized that
the funds may not have been fully advanced as of the date hereof but may be
advanced in the future in accordance with the terms of a written contract.

         (b)      Payment of all sums that may become due Beneficiary under the
provisions of this instrument or said note.

         (c)      Performance of each agreement of Grantor contained herein or
in said note.


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         (d)      Performance of each agreement of Grantor contained in any
other security or agreement given in connection with the indebtedness, including
but not limited to, assignments of leases and rents.

TO PROTECT THE SECURITY OF THIS DEED OF TRUST, GRANTOR COVENANTS AND AGREES:

PAYMENT OF DEBT. To pay the indebtedness hereby secured promptly and in full
compliance with the terms of said note and this instrument.

OWNERSHIP. That it owns the Property and has good and lawful right to convey the
same; that the Property is free and clear from any and all encumbrances
whatsoever, except as appears in the title evidence accepted by Beneficiary;
that Grantor does hereby forever warrant and shall forever defend the title and
possession thereof against the lawful claims of any and all persons whomsoever.

MAINTENANCE OF PROPERTY AND COMPLIANCE WITH LAWS. To keep the buildings and
other improvements now or hereafter erected on the real estate in good condition
and repair; not to commit or suffer any waste; to comply with all laws, rules
and regulations affecting the Property; and to permit Beneficiary to enter at
all reasonable times for the purpose of inspection.

INSURANCE. To keep the Property insured for the protection of Beneficiary in
such manner, in such amounts and in such companies as Beneficiary may from time
to time approve, and to keep the policies therefor, properly endorsed, on
deposit with Beneficiary; that insurance loss proceeds (less expenses of
collection) (a) in the event of a complete or substantially complete loss of the
building and improvements, described in B, on page 1 hereof, at Beneficiary's
option, shall be applied on said indebtedness, whether due or not, without any
prepayment privilege fee, or to the restoration of the said buildings and
improvements, or be released to Grantor, but such application or release shall
not cure or waive any default; or (b) in the event that the insured loss
involves less than a complete or substantially complete loss, shall be applied
in restoration of the said buildings and improvements (but such application
shall not cure or waive any default) subject to satisfaction of the following
conditions:

         (a)      There is no existing default hereunder at the time of
                  casualty, and if there shall occur any default hereunder after
                  the date of the casualty, Beneficiary shall have no further
                  obligation to release insurance loss proceeds hereunder.

         (b)      The casualty insurer has not denied liability for payment of
                  insurance loss proceeds as a result of any act, neglect, use
                  or occupancy of the Property by Grantor or any tenant of the
                  Property.

         (c)      Beneficiary shall be satisfied that all insurance loss
                  proceeds so held, together with supplemental funds received
                  from Grantor, shall be sufficient to complete the restoration
                  of the Property. Any remaining insurance loss proceeds may, at
                  the option of Beneficiary, be applied on the indebtedness
                  evidenced by said note, whether or not due, without any
                  prepayment privilege fee, or be released to Grantor.

         (d)      If required by Beneficiary, Beneficiary shall be furnished a
                  satisfactory report addressed to Beneficiary from an
                  environmental engineer or other qualified professional
                  satisfactory to Beneficiary to the effect that no adverse
                  environmental impact to the Property resulted from the
                  casualty.

         (e)      Grantor shall have restored the Property to a condition which
                  is equal to or better than it was prior to the casualty, and
                  Beneficiary shall not be required to release any casualty
                  insurance proceeds until such restoration is completed and
                  Beneficiary has been furnished satisfactory evidence of the
                  costs of restoration, and unless, at the time of such release,
                  there exists no default hereunder with respect to which
                  Beneficiary shall have given Grantor notice pursuant to the
                  NOTICE OF DEFAULT provision herein.


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<PAGE>   8

         (f)      Prior to the release of funds, Grantor shall obtain for the
                  benefit of Beneficiary an endorsement to Beneficiary's title
                  insurance policy insuring against any liens arising from the
                  restoration.

         (g)      Grantor shall pay all costs and expenses incurred by
                  Beneficiary, including, but not limited to, outside legal
                  fees, title insurance costs, third-party disbursement fees,
                  third-party engineering reports and inspections deemed
                  necessary by Beneficiary.

         (h)      All reciprocal easement and operating agreements, if any,
                  shall remain in full force and effect between the parties
                  thereto on and after restoration of the Property.

         (i)      All leases, if any, in effect at the time of the casualty with
                  tenants who have entered into Beneficiary's form of
                  Non-Disturbance and Attornment Agreement or similar agreement
                  shall remain in full force and each tenant thereunder shall be
                  obligated, or shall elect, to continue the lease term at full
                  rental (subject only to abatement, if any, during any period
                  in which the Property or portion thereof shall not be used and
                  occupied by such tenant as a result of the casualty).

CONDEMNATION. That it hereby assigns to Beneficiary any award and the proceeds
thereof from damage to, or taking of, all or any portion of the Property, by
condemnation proceedings or any power of eminent domain and the proceeds from
any sale or transfer in lieu thereof; that such proceeds (less expenses of
collection) (a) in the event of a complete or substantially complete taking of
the real estate, and the buildings and improvements described in A and B on page
1 hereof, at Beneficiary's option, shall be applied on said indebtedness,
whether due or not, without any prepayment privilege fee, or to the restoration
of the Property, or be released to Grantor, but such application or release
shall not cure or waive any default; or (b) if the condemnation involves less
than a complete or substantially complete taking, and assuming necessary
building and zoning requirements can be complied with, shall be applied in
restoration of said Property (but such application shall not cure or waive any
default) subject to satisfaction of the following conditions:

         (a)      There is no existing default hereunder at the time of the
                  taking, and if there shall occur any default hereunder after
                  the date of the taking, Beneficiary shall have no further
                  obligation to release condemnation award proceeds hereunder.

         (b)      Beneficiary shall be satisfied that all condemnation award
                  proceeds so held, together with supplemental funds received
                  from Grantor, shall be sufficient to complete the restoration
                  of the Property. Any remaining condemnation award proceeds
                  may, at the option of Beneficiary, be applied on the
                  indebtedness evidenced by said note, whether or not due,
                  without any prepayment privilege fee, or be released to
                  Grantor.

         (c)      If required by Beneficiary, Beneficiary shall be furnished a
                  satisfactory report addressed to Beneficiary from an
                  environmental engineer or other qualified professional
                  satisfactory to Beneficiary to the effect that no adverse
                  environmental impact to the Property resulted from the taking.

         (d)      Grantor shall have restored the Property to a condition which
                  is equal to or better than it was prior to the taking, and
                  Beneficiary shall not be required to release any condemnation
                  award proceeds until such restoration is completed and
                  Beneficiary has been furnished satisfactory evidence of the
                  costs of restoration, and unless, at the time of such release,
                  there exists no default hereunder with respect to which
                  Beneficiary shall have given Grantor notice pursuant to the
                  NOTICE OF DEFAULT provision herein.

         (e)      Prior to the release of funds, Grantor shall obtain for the
                  benefit of Beneficiary an endorsement to Beneficiary's title
                  insurance policy insuring against any liens arising from the
                  restoration.



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         (f)      Grantor shall pay all costs and expenses incurred by
                  Beneficiary, including, but not limited to, outside legal
                  fees, title insurance costs, third-party disbursement fees,
                  third-party engineering reports and inspections deemed
                  necessary by Beneficiary.

         (g)      All reciprocal easement and operating agreements, if any,
                  shall remain in full force and effect between the parties
                  thereto on and after restoration of the Property.

         (h)      All leases, if any, in effect at the time of the taking with
                  tenants who have entered into Beneficiary's form of
                  Non-Disturbance and Attornment Agreement or similar agreement
                  shall remain in full force and each tenant thereunder shall be
                  obligated, or shall elect, to continue the lease term at full
                  rental (subject only to abatement, if any, during any period
                  in which the Property or portion thereof shall not be used and
                  occupied by such tenant as a result of the taking).

TAXES AND SPECIAL ASSESSMENTS. To pay all taxes and special assessments of any
kind that have been or may be levied or assessed against the Property, this
instrument, said note or the indebtedness, or upon the interest of Trustee or
Beneficiary in the Property, this instrument, said note or the indebtedness, and
to procure and deliver to Beneficiary the official receipt of the proper officer
showing timely payment of all such taxes and assessments. Provided, however,
that Grantor shall not be required to pay any such taxes or special assessments
if the amount, applicability or validity thereof shall currently be contested in
good faith by appropriate proceedings and funds sufficient to satisfy the
contested amount have been deposited in an escrow satisfactory to Beneficiary.

OTHER LIENS. That Grantor will neither create nor allow the continuance of any
mortgage, lien, deed of trust or other security interest in the Property without
the consent of the Beneficiary.

LEASES. That there is no assignment or pledge of any leases of, or rentals or
income from, the Property now in effect, and that, until the indebtedness is
fully paid it shall not make any such assignment or pledge to anyone other than
Beneficiary and shall not, without the prior written approval of Beneficiary,
consent to a cancellation or surrender of any of said leases having at the time
an unexpired term of more than two years, or to a release or reduction of the
liability of any party to such a lease.

COSTS, FEES AND EXPENSES. To pay all costs, fees and expenses of this trust; to
appear in and defend any action or proceeding purporting to affect the security
hereof or the rights or powers of Beneficiary or Trustee; to pay all costs and
expenses, including cost of evidence of title and reasonable attorney's fees in
any such action or proceeding in which Beneficiary or Trustee may appear and in
any suit brought by Beneficiary to foreclose this instrument.

FAILURE OF GRANTOR TO ACT. That should it default in making any payment or doing
any act as herein provided, Beneficiary or Trustee, but without obligation so to
do and without notice to or demand upon Grantor and without releasing Grantor
from any obligation hereof, may: make or do the same in such manner and to such
extent as Beneficiary may deem necessary to protect the security hereof,
Beneficiary or Trustee being authorized to enter upon the Property for such
purpose; appear in and defend any action or proceeding purporting to affect the
security hereof, or the rights or powers of Beneficiary or Trustee; pay,
purchase, contest or compromise any encumbrance, charge or lien which in the
judgment of Beneficiary appears to be prior or superior hereto; and, in
exercising any such powers, pay necessary expenses, employ counsel and pay its
reasonable fees. Sums so expended shall be payable by Grantor immediately and
without demand with interest from date of expenditure at the "Default Rate" as
defined in said note. All sums so expended by Beneficiary and the interest
thereon shall be added to the indebtedness and be secured by the lien of this
instrument.

NOTICE OF DEFAULT. Notwithstanding anything contained in this instrument or said
note to the contrary, Beneficiary agrees, as a condition to the exercise of its
remedies of and after acceleration, to give Grantor written notice of any
non-monetary default and to allow Grantor thirty (30) days within which to cure
such default, or in 



                                      107
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the case of such default which cannot reasonably be cured within 30 days, to
diligently pursue efforts to cure said default and to provide Beneficiary with
satisfactory evidence of its ability to cure the default. As used herein,
"non-monetary default" means any default other than a default in payment of
principal and/or interest to Lender.

SUBSTITUTION OF TRUSTEE. That Beneficiary and its successors and assigns may for
any reason and at any time appoint a new or substitute Trustee by written
appointment delivered to such new or substitute Trustee without notice to
Grantor, nor notice to, or resignation or withdrawal by, the existing Trustee
nor recordation thereof unless notice or recordation is required by the laws of
the state in which the Property is located. Upon delivery of such appointment,
the new or substitute Trustee shall be vested with the same title and with the
same powers and duties granted to the original Trustee.

APPOINTMENT OF RECEIVER. That upon commencement of any judicial proceeding to
enforce any right under this instrument after acceleration, including
foreclosure thereof, Beneficiary, and without regard to the solvency or
insolvency, at that time, of any person liable for the payment of the
indebtedness, and without regard to the then value of the Property or whether
the same shall then be occupied by the owner of the equity of redemption as a
homestead, shall have the absolute right to the appointment of a receiver of the
Property and of the revenues, rents, profits and other income therefrom, and
that said receiver shall have (in addition to such other powers as the court
making such appointment may confer) full power to collect all such income and,
after paying all necessary expenses of such receivership and of operation,
maintenance and repair of said Property, to apply the balance to the payment of
any sums then due hereunder, or under said note.

FORECLOSURE. That upon default by it in any required payment of the indebtedness
hereby secured or default in any provision, covenant or agreement contained
herein or in said note, or default in any provision, covenant, agreement or
warranty contained in any other security or agreement given in connection with
the indebtedness or hereunder, the entire unpaid indebtedness shall, at the
option of Beneficiary, become immediately due and payable for all purposes
without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE
EXERCISE OF SUCH OPTION BEING HEREBY EXPRESSLY WAIVED), and Beneficiary may
institute proceedings in any court of competent jurisdiction to foreclose this
instrument as a mortgage, or to enforce any of the covenants hereof, or Trustee
or Beneficiary may, either personally or by agent or attorney in fact, enter
upon and take possession of the Property and may manage, rent or lease the same
or any portion thereof upon such terms as Beneficiary may deem expedient, and
collect, receive and receipt for all rentals and other income therefrom and
apply the sums so received as hereinafter provided in case of sale. Trustee is
hereby further authorized and empowered, either after or without such entry, to
sell and dispose of the Property en masse or in separate parcels (as Trustee may
think best), and all the right, title and interest of Grantor, by advertisement
or in any manner provided by the laws of the state in which the Property is
located, (GRANTOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH
SALE), and to issue, execute and deliver a deed of conveyance, all as then may
be provided by law; and Trustee shall, out of the proceeds or avails of such
sale, after first paying and retaining all fees, charges, costs of advertising
the Property and of making said sale, and attorney's fees as herein provided,
pay to Beneficiary hereunder or the legal holder of the indebtedness the amount
of such indebtedness, and all sums advanced by Beneficiary or the legal holder
of the indebtedness, with interest from date of expenditure at the "Default
Rate" as defined in said note, rendering the overplus, if any, unto Grantor, its
legal representatives or assigns; such sale or sales and said deed or deeds so
made shall be a perpetual bar, both in law and equity, against Grantor and its
heirs, successors and assigns, and all other persons claiming the Property
aforesaid, or any part thereof by, from, through or under Grantor. The legal
holder of the indebtedness may purchase the Property or any part thereof, and it
shall not be obligatory upon the purchasers at any such sale to see to the
application of the purchase money.

DUE ON SALE. That it shall not convey, nor enter into any contract to convey,
title to all or any part of the Property. Any conveyance or contract to convey
shall constitute a default under the terms of this instrument (and Grantor shall
give prior written notice to Beneficiary of any such default) and the whole
indebtedness may be declared immediately due and payable at the option of
Beneficiary.



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<PAGE>   11

FINANCIAL STATEMENTS. To furnish to Beneficiary, at Grantor's expense, annual
audited financial statements on United Foods, Inc. within 120 days of the close
of each fiscal year, said audited statements to be prepared by BDO Seidman, LLP
or such other Certified Public Accountant chosen by Grantor that is satisfactory
to Beneficiary.

RESTRICTIVE COVENANTS. That beginning February 28, 1997 and until the
indebtedness evidenced by said note has been paid in full, Grantor shall not,
without Beneficiary's consent:

         (A)      permit the working capital of the Grantor at the end of any 
fiscal year to be less than $20 million;

         (B)      permit the tangible net worth of the Grantor at the end of any
fiscal year to be less than $40 million;

         (C)      permit the ratio of Grantor's total liabilities to tangible 
net worth on the last day of any of the Grantor's fiscal years to be greater
than the ratio of two to one.

         (D)      seek voluntary liquidation, dissolution or winding-up of 
Grantor.

PARTIAL RELEASES. That upon written reasonable request from obligor of said
note, any vacant land, party walls and easements for access that Grantor desires
to utilize in order to construct and operate additional improvements shall be
released from the lien of this instrument, provided there is then no default in
the terms and conditions of said note or this instrument and subject to the
following:

         (1)      Payment of a release fee in an amount commensurable with the
                  legal and administrative time involved to process such
                  release(s).

         (2)      Payment toward the unpaid principal balance of said note due
                  at final maturity without prepayment fee of an amount equal to
                  $1,000 per acre.

SUBSTITUTION OF SECURITY. That in addition to the releases allowed pursuant to
the "PARTIAL RELEASES" provision above, Grantor shall have a one time right to
substitute all or part of the Property with new Property which in Beneficiary's
sole judgment is sufficient to secure all remaining payments of principal and
interest due on said note. Beneficiary shall be paid a fee commensurable to the
time and work involved to effect the substitution.

RIGHT OF FIRST REFUSAL FOR FUTURE FINANCING. That Beneficiary shall have the
right of first refusal for any future mortgage loan or other financing
transaction involving the additional improvements referenced in the "PARTIAL
RELEASES" paragraph, and to be obtained by or for the benefit of Grantor or any
person or entity controlled by, related to or associated with Grantor, in which
Grantor has a continuing business interest. Any proposal for financing in which
Beneficiary has a right of first refusal shall be submitted to Beneficiary at
its nearest Real Estate Investment Office, together with sufficient
documentation to permit evaluation and underwriting, at least thirty days prior
to the date on which Beneficiary must elect to offer or refuse to offer the
financing requested. Grantor agrees to accept any financing offered by
Beneficiary pursuant to its right of first refusal provided that the financing
offered is on competitive terms with commitments received from other sources for
the same financing. Beneficiary's refusal to offer the financing requested shall
not be deemed to be a waiver by Beneficiary of its right of first refusal to
finance other portions of the property described above or to finance the same
property if Grantor is unsuccessful in procuring from another source that
financing which was previously offered to and refused by Beneficiary.

DEPOSITS BY GRANTOR. That in the event of default, Beneficiary shall have the
option to require Grantor to deposit funds with Beneficiary, to be held without
payment of interest on funds so deposited or, at the option of Beneficiary, in a
trust account approved by Beneficiary, in monthly or other periodic installments
in amounts estimated by Beneficiary from time to time sufficient to pay taxes,
special assessments, rents, other charges and fire and other hazard insurance
premiums as they become due. If at any time the funds so held by Beneficiary, or



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in such trust account, shall be insufficient to pay any of said expenses,
Grantor shall, upon receipt of notice thereof, immediately deposit such
additional funds as may be necessary to remove the deficiency. All funds so
deposited shall be irrevocably appropriated to Beneficiary to be applied to the
payment of such taxes, assessments, rents, charges and premiums.

EXERCISE OF OPTIONS. That whenever by the terms of this instrument or of said
note Beneficiary is given any option, such option may be exercised when the
right accrues, or at any time thereafter, and no acceptance by Beneficiary of
payment of indebtedness in default shall constitute a waiver of any default then
existing and continuing or thereafter occurring.

NATURE AND SUCCESSION OF AGREEMENTS. That each of the provisions, covenants and
agreements contained herein are joint and several, and shall inure to the
benefit of, and be binding on, the heirs, executors, administrators, successors,
grantees, lessees and assigns of the parties hereto, respectively, and the term
"Beneficiary" shall include the owner and holder of said note.

LEGAL ENFORCEABILITY. No provision of this instrument or said note shall require
the payment of interest or other obligation in excess of the maximum permitted
by law. If any such excess payment is herein or in said note provided for or
shall be adjudicated to be so provided for in this instrument or in said note,
the provisions of this paragraph shall govern, and Grantor shall not be
obligated to pay the amount of such interest or other obligation to the extent
that it is in excess of the amount permitted by law.

CAPTIONS. The captions contained herein are for convenience and reference only
and in no way define, limit or describe the scope or intent of, nor in any way
affect this instrument.



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<PAGE>   13

TENNESSEE
LOAN NO. C-332028
                     CONSOLIDATION, RENEWAL, AND RESTATEMENT
                               OF PROMISSORY NOTES
$15,000,000.00                                           As of January 30, 1997

         THIS CONSOLIDATION, RENEWAL, AND RESTATEMENT OF PROMISSORY NOTE (this
"Note") is made by and between UNITED FOODS, INC., a Delaware corporation,
hereinafter called "Obligor", and THE NORTHWESTERN MUTUAL LIFE INSURANCE
COMPANY, a Wisconsin corporation, 720 East Wisconsin Avenue, Milwaukee,
Wisconsin 53202, hereinafter called "Lender", in substitution for and in
replacement of, but not in repayment of, the following notes of Obligor, all of
which Lender holds (which note are hereinafter referred to as the "Existing
Notes"):

         1.       Promissory Note dated July 10, 1987 in the original principal
                  amount of $15,000,000.00 (the "Original Note") by Obligor in
                  favor of Lender and secured by a lien on certain property
                  described in a Deed of Trust and Security Agreement dated July
                  10, 1987, executed by Obligor in favor of Lender, which was
                  recorded on July 10, 1987 in Note Book 12, page 439 of the
                  records of Crockett County, Tennessee (the "Original Deed of
                  Trust"), and

         2.       Future Advance Promissory Note dated of even date herewith, in
                  the original principal of $7,121,824.93 (the "Future Advance
                  Note") made by Obligor in favor of Lender and secured by a
                  lien on certain property described in a Difference Deed of
                  Trust and Security Agreement dated of even date herewith to be
                  recorded in the records of Crockett County, Tennessee (the
                  "Difference Deed of Trust"). The Original Deed of Trust and
                  the Difference Deed of Trust are herein collectively referred
                  to as the "Lien Instrument" and the Original Note secured
                  thereby, along with the Future Advance Note are herein
                  collectively referred to as "this note" or the "Note").

The Existing Notes and the respective principal amount of indebtedness evidenced
thereby are hereby renewed, combined and consolidated to constitute one joint
indebtedness in the principal amount of FIFTEEN MILLION DOLLARS
($15,000,000.00). The manner and timing of payment and the other terms,
covenants, agreements and provisions of the Existing Notes are hereby modified,
amended and restated in their entirety so that henceforth the terms, provisions,
covenants and agreements thereof shall be as set forth herein. It is the
intention of the parties that each of the terms, covenants, and provisions set
forth herein shall replace in their entirety the terms, covenants and provisions
of the Existing Notes, to the same extent as though this note had originally
been given by Obligor to Lender to evidence and secure a single indebtedness. In
the event of a conflict between the terms, covenants, agreements and provisions
of the Existing Notes and the terms, covenants, agreements and provisions set
forth herein, the terms, covenants, agreements and provisions set forth herein
shall control. This is not a new obligation to pay money, and the said Existing
Notes, and all of their respective terms, covenants, conditions, agreements and
stipulations, shall remain in full force and effect, as herein amended and
restated.

         NOW THEREFORE, For value received, Obligor promises to pay to the
order of Lender, at 720 E. Wisconsin Avenue, Milwaukee, WI 53202 or at such
other place as Lender shall designate in writing, in coin or currency which, at
the time or times of payment, is legal tender for public and private debts in
the United States, the principal sum of FIFTEEN MILLION DOLLARS or so much
thereof as shall have been advanced from time to time plus interest on the
outstanding principal balance at the rate and payable as follows:



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<PAGE>   14

        Interest shall accrue from the date of the first advance until 
maturity at the rate of nine and ten one-hundredths percent (9.10%) per annum.

        Accrued interest only on the amount advanced shall be paid on the first
day of the month following the date of advance. On the first day of April 1, 
1997 and on the first day of each and every month thereafter through and 
including March 1, 1998, installments of principal and interest shall be paid 
in the amount of $193,665. Beginning on the first day of April 1, 1998 and on 
the first day of each month thereafter until maturity, installments of 
principal and interest shall be paid in the amount of $147,670. All 
installments shall be applied first in payment of interest, calculated monthly 
on the unpaid principal balance, and the remainder of each installment shall 
be applied in payment of principal. The entire unpaid principal balance plus 
accrued interest thereon shall be due and payable on March 1, 2007 (the 
"Maturity Date").

         Obligor shall have the noncumulative privilege, upon 10 days advance
written notice on any interest payment date, of making prepayments of principal,
with a fee equal to Yield Maintenance (as hereinafter defined), provided such
prepayments shall not in any period of twelve months beginning on the date of
said payment or an anniversary thereof exceed ten percent (10%) of the
outstanding principal balance of this note. All such prepayments shall be
applied to principal in the inverse order of maturity.

         Obligor shall have the right, upon thirty (30) days advance written
notice, beginning April 1, 2002 of paying this note in full with a prepayment
fee. This fee represents consideration to Lender for loss of yield and
reinvestment costs. The fee shall be the greater of Yield Maintenance or 2% of
the outstanding principal balance of this note.

As used herein, "Yield Maintenance" means the amount, if any, by which

         (i)      the present value of the Then Remaining Payments (as
                  hereinafter defined) calculated using a periodic discount rate
                  (corresponding to the payment frequency under this note)
                  which, when compounded for such number of payment periods in a
                  year, equals the sum of .50% and the per annum effective yield
                  of the Most Recently Auctioned United States Treasury
                  Obligation having a maturity date equal to the Maturity Date
                  (or, if there is no such equal maturity date, then the
                  linearly interpolated per annum effective yield of the two
                  Most Recently Auctioned United States Treasury Obligations
                  having maturity dates most nearly equivalent to the Maturity
                  Date) as reported by The Wall Street Journal five business
                  days prior to the date of prepayment; exceeds

         (ii)     the outstanding principal balance of this note (exclusive of
                  all accrued interest).

If such United States Treasury obligation yields shall not be reported as of
such time or the yields reported as of such time shall not be ascertainable,
then the periodic discount rate shall be equal to the sum of .50% and the
Treasury Constant Maturity Series yields reported, for the latest day for which
such yields shall have been so reported, as of five business days preceding the
prepayment date, in Federal Reserve Statistical Release H.15 (519) (or any
comparable successor publication) for actively traded United States Treasury
obligations having a constant maturity most nearly equivalent to the Maturity
Date.

As used herein, "Then Remaining Payments" means payments in such amounts and at
such times as would have been payable subsequent to the date of such prepayment
in accordance with the terms of this note.

As used herein, "Most Recently Auctioned United States Treasury Obligations"
means the U.S. Treasury bonds, notes and bills with maturities of 30 years, 10
years, 5 years, 3 years, 2 years and 1 year which, as of the date the prepayment
fee is calculated, were most recently auctioned by the United States Treasury.

In the event of default under this note or the Lien Instrument followed by
acceleration of the whole indebtedness prior to April 1, 2002, payment of the
amount necessary to satisfy the entire indebtedness evidenced by this instrument
will constitute an evasion of the prepayment terms hereunder and be deemed to be
a voluntary prepayment hereof and such payment will, therefore, to the extent
permitted by law, include a prepayment 



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<PAGE>   15

privilege fee of 10%; after April 1, 2002, the prepayment privilege fee shall be
in accordance with the prepayment in full privilege recited above.

Notwithstanding the foregoing, in the event that insurance proceeds or
condemnation award proceeds are applied against the indebtedness evidenced
hereby pursuant to the Lien Instrument (as defined hereinafter), no prepayment
privilege fee shall be payable.

         This note is secured by a Consolidation, Renewal, and Restatement of
Deed of Trust and Security Agreement ("Lien Instrument") of even date herewith
executed by UNITED FOODS, INC., a Delaware corporation, to JOHN S. SHOAF, as
Trustee for THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY which is a lien on
property in City of Bells, County of Crockett, State of Tennessee.

         Upon default in any payment herein required, or default in any
provision, covenant or agreement contained herein or in the Lien Instrument, or
default in any provision, covenant, agreement or warranty contained in any other
security or agreement given in connection with the indebtedness evidenced by
this note, the whole unpaid principal and accrued interest shall, at the option
of said holder, to be exercised at any time thereafter, become due and payable
at once without notice, notice of the exercise of such option being hereby
expressly waived.

         Notwithstanding anything contained herein or in the Lien Instrument to
the contrary, the holder hereof agrees, as a condition to the exercise of its
remedies, of and after acceleration, to give Obligor written notice of any
non-monetary default, and to allow Obligor thirty (30) days within which to cure
such default or, if such default cannot reasonably be cured within 30 days, to
diligently undertake and continue to pursue the curing of such default and to
provide said holder satisfactory evidence of its ability to cure the default. As
used herein, "non-monetary default" means any default other than a default in
payment of principal and/or interest to Lender.

         All persons or corporations now or at any time liable, whether
primarily or secondarily, for payment of indebtedness hereby evidenced, for
themselves, their heirs, legal representatives, successors and assigns,
respectively, expressly waive presentment for payment, notice of dishonor,
protest, notice of protest, and diligence in collection, and consent that the
time of said payments or any part thereof may be extended by said holder and
further consent that the real or collateral security or any part thereof may be
released by said holder, without in any wise modifying, altering, releasing,
affecting, or limiting their respective liability or the lien of said Lien
Instrument, and agree to pay reasonable attorney's fees and expenses of
collection in case this note is placed in the hands of an attorney for
collection or suit is brought thereon.

         Any principal, interest or other amounts payable under this note or the
Lien Instrument not paid when due, including principal becoming due by reason of
acceleration of the entire unpaid balance by said holder, shall bear interest
from the due date thereof until paid at the "Default Rate". The term "Default
Rate" is hereby defined as the lower of a rate equal to the interest rate in
effect at the time of default as herein provided plus 5% per annum or the
maximum rate permitted by law.

         The accrual of interest on the indebtedness evidenced hereby,
including, without limitation, base interest and interest at the Default Rate
payable hereunder, shall be governed and construed, for purposes of determining
compliance with any law governing the maximum rate of interest that can be
charged on the indebtedness evidenced by this note, by the law of the State of
Wisconsin. For all other purposes, this note and all other instruments and
agreements made in connection therewith, including this instrument, shall be
governed by the laws of the State of Tennessee.

         No provision of this note shall require the payment or permit the
collection of interest, including any fees paid which are construed under
applicable law to be interest, in excess of the maximum permitted by the laws of
the State of Wisconsin. If any such excess interest is collected or herein
provided for, or shall be adjudicated to have been collected or be so provided
for herein, the provisions of this paragraph shall govern, and Obligor shall not
be obligated to pay the amount of such interest to the extent that it is in
excess of the amount permitted by law and any such excess collected shall, at
the option of the holder hereof, unless otherwise required by applicable 



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law, be immediately refunded to Obligor or credited on the principal of this
note immediately upon said holder's awareness of the collection of such excess.

                                    UNITED FOODS, INC., a Delaware corporation

                                    By:  S/N Carl W. Gruenewald, II
                                         -------------------------------
                                         Carl W. Gruenewald, II
                                         Its Sr. Vice President, Treasurer

                                    Attest:  S/N Donald Dresser
                                             ---------------------------
                                             Donald Dresser
                                             Its Assistant Secretary
(corporate seal)
                                    THE NORTHWESTERN MUTUAL LIFE
                                    INSURANCE COMPANY, a Wisconsin
                                    corporation

                                    By:  S/N Carson D. Keyes
                                         -------------------------------
                                         Carson D. Keyes
                                         Its Vice President

                                    Attest:  S/N Warren L. Smith, Jr.
                                             ---------------------------
                                             Warren L. Smith, Jr.
                                             Its Assistant Secretary


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