Exhibit 10.28


                    WAIVER AND ELEVENTH AMENDATORY AGREEMENT
                          DATED AS OF FEBRUARY 21, 1997

                        This WAIVER AND ELEVENTH AMENDATORY AGREEMENT is among
FARM FRESH, INC., a Virginia corporation (the "Borrower"), the guarantors
parties to the Credit Agreement referred to below (the "Guarantors"), the
lenders parties to the Credit Agreement referred to below (the "Lenders"), and
FLEET BANK, N.A. (as successor to NatWest USA Credit Corp.), as agent (the
"Agent") for the Lenders thereunder.

PRELIMINARY STATEMENTS:

                        (1)         The Borrower,  the  Guarantors,  the Lenders
and the Agent have entered into a Revolving  Credit  Agreement  dated as of
December 10, 1993 (as amended to date, the "Credit  Agreement");  the terms
defined  therein being used herein as therein defined unless  otherwise  defined
herein.

                        (2)         The Borrower and the Lenders have, on the
terms and  conditions  stated below,  agreed to waive and amend certain of the
terms of the Credit Agreement as hereinafter set forth.

                        SECTION 1. Waiver.  The  Borrower  has advised the Agent
and the Lenders of the  Borrower's  non-compliance  (the  "Non-Compliance") with
Section 7.07 of the Credit Agreement (Capital Expenditures), as the result of
the Capital Expenditures of the Borrower and its subsidiaries for the Fiscal
Year ending December, 1996 being $21,000,000, instead of the $18,000,000 Maximum
Amount under the Credit Agreement. Effective as of the date hereof and subject
to the satisfaction of the conditions precedent set forth in Section 3 hereof,
the Agent and the Lenders each hereby waive any Event of Default arising out of
the Borrower's Non-Compliance with Section 7.07 of the Credit Agreement;
provided, however, that the foregoing waiver shall be limited to the
Non-Compliance with Section 7.07 of the Credit Agreement and shall not apply to
any other non-compliances with the terms of the Credit Agreement or any other
Loan Documents. With respect to the aforementioned Non-Compliance with the
Capital Expenditures covenant for the Fiscal Year ending December, 1996, the
foregoing waiver shall also be effective as of December 28, 1996.

                        SECTION 2.  Amendments  to Credit  Agreement.  Effective
as of the date hereof and subject to the  satisfaction  of the  conditions
precedent set forth in Section 3 hereof, the Credit Agreement is hereby amended
as follows:

                        Section 7.07 of the Credit  Agreement is hereby  amended
by deleting the table set forth  therein and by  substituting  therefor the
following table:

            "Period"                                 Maximum Amount
             ------                                  --------------
Fiscal Year ending December 28, 1996                 $21,000,000

Fiscal Year ending December 27, 1997                 $ 8,000,000
  and each Fiscal Year thereafter"


            SECTION 3. Conditions of Effectiveness. This Waiver and Amendatory
Agreement shall be operative as of the date hereof but shall become effective
when, and only when, the Agent shall have received (x) counterparts of this
Waiver and Amendatory Agreement executed by the Borrower and the Lenders or, as
to any of said Lenders, advice satisfactory to the Agent that such Lender has
executed this Waiver and Amendatory Agreement and (y) all of the following
documents, each document (unless otherwise indicated) being dated the effective
date, in form and substance satisfactory to the Agent:

                                    (a)         a certificate  of the Secretary
or an Assistant  Secretary of the Borrower and the Guarantor  certifying the
names and true signatures of their respective officers authorized to sign this
Waiver and Amendatory Agreement, and the other documents to be delivered
hereunder;

                                    (b)         a certificate signed by a duly
authorized officer of the Borrower stating that:

                                                (i)         the  representations
and  warranties  of the  Borrower as set forth in Article IV of the Credit
Agreement and in any documents delivered therewith, including the Loan
Documents, are true and correct on and as of the date of such certificate as
though made on and as of such date (except insofar as such representations and
warranties relate expressly to an earlier date or are based on the accuracy of
schedules prepared as of a prior date),

                                                (ii)        the representations
and warranties contained    in  Section 4 hereof  are  correct  on and as of the
date of such certificate as though made on and as of such date, and

                                                (iii)       after  giving
effect to this Waiver and  Amendatory  Agreement,  no Default or Event of
Default has occurred and is continuing.

                                    (c)         certified  copies of (i) the
resolutions  of the Board of Directors  of the  Borrower and of the  Guarantor
approving this Waiver and Amendatory Agreement and (ii) all documents evidencing
other necessary corporate action and governmental approvals, if any, with
respect to this Waiver and Amendatory Agreement and the matters contemplated
hereby; and

                                    (d)         a favorable opinion of Kaufman &
Canoles,  counsel for the Borrower and the Guarantor,  in a form reasonably
acceptable to the Agent and Lenders.

                        SECTION 4.  Representations and Warranties of the
Borrower.  The Borrower represents and warrants as follows:

                                    (a)         The execution,  delivery and
performance  by the Borrower of this Waiver and  Amendatory  Agreement and the
Credit Agreement as amended hereby are within the Borrower's and the Guarantor's
corporate powers, have been duly authorized by all necessary corporate action
and do not contravene (i) the charter or by-laws, and (ii) any law or any
contractual restriction binding on or affecting the Borrower or the Guarantor.

                                    (b)         No authorization,  approval or
other action by, and no notice to or filing with, any governmental  authority or
regulatory body is required for the due execution, delivery and performance by
the Borrower or the Guarantor of this Waiver and Amendatory Agreement and the
Credit Agreement as amended hereby.

                                    (c)         This Waiver and Amendatory
Agreement and the Credit Agreement as amended hereby,  constitute  legal,  valid
and binding obligations of the Borrower and the Guarantor enforceable against
the Borrower and the Guarantor in accordance with their respective terms.

                                    (d)         There is no pending or
threatened  action or proceeding  affecting  the  Borrower,  the Guarantor or
any of their respective subsidiaries before any court, governmental agency or
arbitrator, which may materially adversely affect the financial condition or
operations of the Borrower, the Guarantor or any subsidiary thereof or which
purports to affect the legality, validity or enforceability of this Waiver and
Amendatory Agreement and the Credit Agreement as amended hereby.

                                    (e)         The execution,  delivery and
performance of this Waiver and Amendatory  Agreement does not conflict with or
violate in any manner the terms of any of the Borrower's Senior Notes (or the
related Senior Indenture) or Subordinated Indebtedness or in any manner affect
the status of the Obligations under the Credit Agreement regarding the
subordination provisions of the Borrower's Subordinated Indebtedness.

            SECTION 5.  Reference to and Effect on the Loan Documents.

                                    (a) Upon the  effectiveness  of this Waiver
and  Amendment,  on and after the date hereof each  reference  in the Credit
Agreement to "this Agreement," "hereunder," "hereof" or words of like import
referring to the Credit Agreement, and each reference in the other Loan
Documents to "the Credit Agreement," "thereunder," "thereof" or words of like
import referring to the Credit Agreement, shall mean and be a reference to the
Credit Agreement as amended hereby.

                                    (b)         Except as specifically amended
above, the Credit Agreement and the Notes, and all other Loan Documents,  are
and shall continue to be in full force and effect and are hereby in all respects
ratified and confirmed.

                                    (c)         The execution,  delivery and
effectiveness  of this Waiver and Amendatory  Agreement  shall not,  except as
expressly provided herein, operate as a waiver of any right, power or remedy of
any Lender or the Agent under any of the Loan Documents, nor constitute a waiver
of any provision of any of the Loan Documents.

                        SECTION 6. Costs,  Expenses and Taxes.  The Borrower
agrees to pay on demand all costs and expenses of the Agent in connection with
the preparation, execution, delivery, administration, modification and amendment
of this Waiver and Amendatory Agreement and the other instruments and documents
to be delivered hereunder, including, without limitation, the reasonable fees
and out-of-pocket expenses of counsel for the Agent with respect thereto and
with respect to advising the Agent as to its rights and responsibilities
hereunder and thereunder. The Borrower further agrees to pay on demand all costs
and expenses, if any (including, without limitation, reasonable counsel fees and
expenses), in connection with the enforcement (whether through negotiations,
legal proceedings or otherwise) of this Waiver and Amendatory Agreement and the
other instruments and documents to be delivered hereunder, including, without
limitation, reasonable counsel fees and expenses in connection with the
enforcement of rights under this Section 6. In addition, the Borrower shall pay
any and all stamp and other taxes payable or determined to be payable in
connection with the execution and delivery of this Waiver and Amendatory
Agreement and the other instruments and documents to be delivered hereunder, and
agrees to save the Agent and each Lender harmless from and against any and all
liabilities with respect to or resulting from any delay in paying or omitting to
pay such taxes.

                        SECTION 7. Execution in  Counterparts.  This Waiver and
Amendatory  Agreement may be executed in any number of  counterparts  and by
different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which taken
together shall constitute but one and the same agreement.

                        SECTION 8.  Governing  Law. This Waiver and Amendatory
Agreement  shall be governed by, and construed in accordance  with, the laws of
the State of New York.

                        IN WITNESS WHEREOF, the parties hereto have caused this
Waiver and Amendatory Agreement to be executed by their respective officers
thereunto duly authorized, as of the date first above written.


                                   FARM FRESH, INC.


                                   By:/s/ Farm Fresh, Inc.
                                      --------------------
                                      Name:
                                      Title:


                                   FF HOLDINGS CORPORATION,
                                   as Guarantor

                                   By:/s/ FF Holdings Corporation
                                      ---------------------------
                                      Name:
                                      Title:


                                   FLEET BANK, N.A., (as successor
                                   to NatWest USA Credit Corp.), as Lender

                                   By:/s/ Thomas Maiale
                                      -----------------
                                      Name:  Thomas Maiale
                                      Title:    Vice President

                                   FLEET BANK, N.A. (as successor to
                                   NatWest USA Credit Corp.), as Agent

                                   By:/s/ Thomas Maiale
                                      -----------------
                                      Name:  Thomas Maiale
                                      Title:    Vice President

                                   HELLER FINANCIAL, INC., as Lender

                                   By:/s/ Salvatore A. Salzillo
                                      -------------------------
                                      Name:  Salvatore A. Salzillo
                                      Title:    Assistant Vice President