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                                                                    EXHIBIT 10.2

                                REVOLVING NOTE

$16,000,000                                                  November 24, 1999

          FOR VALUE RECEIVED, the undersigned, OVERHILL FARMS INC., a Nevada
corporation ("Borrower"), hereby promises to pay to the order of UNION BANK OF
CALIFORNIA, N.A. ("Payee"), or its assigns, at its address at 445 South Figueroa
Street, 15/th/ Floor, Los Angeles, California 90071-1602, or at such other place
as Payee may designate from time to time in writing, in lawful money of the
United States of America and in immediately available funds, the principal
amount of SIXTEEN MILLION DOLLARS ($16,000,000), or such lesser or greater
principal amount as may be from time to time outstanding pursuant to the Loan
Agreement (as defined below) with respect to the Revolving Loans (as defined in
the Loan Agreement).

          Capitalized terms or matters of construction defined or established in
Schedule A to the Loan and Security Agreement of even date herewith by and
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between Borrower and Payee (including all exhibits and schedules thereto, and as
the same may be amended, restated, supplemented, or otherwise modified from time
to time, the "Loan Agreement") shall be applied herein as defined or established
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therein. This Revolving Note ("Note") is issued pursuant to the Loan Agreement,
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is the "Revolving Note" referred to therein, and is entitled to the benefit and
security of the Loan Documents provided for therein, to which a reference is
hereby made for a statement of all of the terms and conditions under which the
Revolving Loans are made and are to be repaid. All of the terms, covenants, and
conditions of the Loan Agreement and all other Instruments evidencing or
securing the Indebtedness hereunder, including the Loan Documents, are hereby
made a part of this Note and are deemed incorporated herein in full. The date
and amount of each Revolving Loan made by Payee to Borrower, the rates of
interest applicable thereto, and each payment made on account of the principal
thereof shall be recorded by Payee on its books and records; provided, that the
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failure by Payee to make any such recordation shall not affect the obligations
of Borrower to make payment when due of any amount owing under the Loan
Documents in respect of the Revolving Loan made by Payee to Borrower.

          The principal amount of the Indebtedness from time to time evidence
hereby may be repaid and reborrowed and shall be payable in the amounts and on
the dates specified in the Loan Agreement and, if not sooner paid in full, on
the Commitment Maturity Date. Interest on the outstanding principal amount of
this Note shall be paid until such principal amount is paid in full at such
rates of interest, including the Default Rate, if applicable, and at such times
as are specified in the Loan Agreement.

          Except as otherwise provided in the Loan Agreement, if any payment or
prepayment on this Note becomes due and payable on a day other than a Business
Day, the maturity thereof shall be extended to the next succeeding Business Day
and, with respect to payments of principal,interest thereon shall be payable at
the then applicable rate during such extension.

          Upon the occurrence and during the continuance of an Event of Default,
this Note may, without demand, notice, or legal process of any kind, as provided
in the Loan Agreement,

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be declared, and upon such declaration immediately shall become, or upon certain
circumstances set forth in the Loan Agreement may become without declaration,
due and payable.

          Time is of the essence of this Note.  To the fullest extent permitted
by applicable law, Borrower waives presentment, demand, protest, and notice of
nonpayment and protest.

          THIS NOTE SHALL BE GOVERNED BY, AND INTERPRETED AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO THE
PRINCIPLES THEREOF REGARDING CONFLICT OF LAWS, AND ANY APPLICABLE LAWS OF THE
UNITED STATES OF AMERICA.


                         OVERHILL FARMS, INC., a Nevada corporation


                         By: ____________________________________
                         Name: __________________________________
                         Title: _________________________________



                         By: ____________________________________
                         Name: __________________________________
                         Title: _________________________________

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