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EXHIBIT 10.26

                   SECOND AMENDED AND RESTATED REVOLVING NOTE

$20,000,000                                                    December 20, 2002


         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, 15th 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 TWENTY MILLION DOLLARS ($20,000,000), 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 Amended and Restated Loan and Security Agreement dated as of
October 29, 2002, by and among Borrower, the other loan parties party thereto
and Payee, as amended by that certain First Amendment to Amended and Restated
Loan and Security Agreement dated as of November 22, 2002, and that certain
Second Amendment to Amended and Restated Loan and Security Agreement of even
date herewith (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 therein.
This Second Amended and Restated Revolving Note ("NOTE") is issued pursuant to
the Loan Agreement, 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. This Note shall
amend and restate in its entirety that certain Amended and Restated Revolving
Note dated November 22, 2002, executed by Borrower in favor of Payee (the
"ORIGINAL NOTE"), and this Note shall fully supersede the provisions of the
Original Note but does not constitute an accord and satisfaction, a novation or
other extinguishment of the obligations of Borrower under the Original Note. 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 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 Loans made by Payee
to Borrower.


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         The principal amount of the Indebtedness from time to time evidenced
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, 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:  /S/ JAMES RUDIS
                                           -------------------------------------
                                           James Rudis
                                           President and Chief Executive Officer