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EXHIBIT 10.18

                               SECOND AMENDMENT TO
                           SECOND AMENDED AND RESTATED
                           LOAN AND SECURITY AGREEMENT
                           ---------------------------


         THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY
AGREEMENT is entered into and effective as of June 19, 2003 (this "Amendment"),
by and among OVERHILL FARMS, INC., a Nevada corporation (the "BORROWER"),
OVERHILL L.C. VENTURES, INC., a California corporation ("OVERHILL VENTURES"),
and PLEASANT STREET INVESTORS, LLC, a California limited liability company (the
"LENDER").

                                 R E C I T A L S
                                 ---------------

         A. The Borrower, Overhill Ventures and the Lender are parties to that
certain Second Amended and Restated Loan and Security Agreement dated as of
April 16, 2003, as amended by a First Amendment to Second Amended and Restated
Loan and Security Agreement dated as of May 16, 2003 (as so amended, the "LOAN
AGREEMENT"). Unless otherwise indicated, capitalized terms used and not
otherwise defined herein have the meanings ascribed to them in the Loan
Agreement.

         B. At the Borrower's request, the Lender has agreed to amend clause
(c)(iv) of Section 4.1 (Negative Covenants) of the Loan Agreement on the terms
and conditions provided for herein.

                                A G R E E M E N T
                                -----------------

         NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants, conditions and provisions contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:

         1. AMENDMENT TO LOAN AGREEMENT. Pursuant to Section 10.1 of the Loan
Agreement, clause (c)(iv) of Section 4.1 (Negative Covenants) of the Loan
Agreement is hereby amended to read in its entirety as follows:

                           (iv) trade accounts payable arising in the ordinary
                  course of business that are more than sixty (60) days past
                  their due dates and do not exceed in the aggregate (x) at any
                  time from the Effective Date to and including June 30, 2003
                  (during which period the Borrower shall have complied with the
                  Trade Payables Reduction Plan), the amount of such trade
                  accounts payable on the Effective Date (y) $1,650,000 at any
                  time during the period commencing on July 1, 2003, and ending
                  on the last day of the Borrower's fiscal year ending in
                  September 2003, and (z) $200,000 at any time thereafter;
                  PROVIDED, HOWEVER, that if during any of such periods the
                  aggregate amount of any such trade accounts payable exceeds
                  the applicable amount for such period at any one time, then
                  the Borrower shall not be deemed to be in violation of this
                  clause (iv) if the amount in excess of such applicable amount
                  is being disputed or contested in good faith by appropriate
                  proceedings in a commercially reasonable manner;"

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         2. CONFIRMATION; FULL FORCE AND EFFECT. The amendment set forth in
Section 1 above shall amend the Loan Agreement on and as of the date hereof, and
the Loan Agreement shall remain in full force and effect, as amended thereby,
from and after the date hereof in accordance with its terms. The Borrower hereby
ratifies, approves and affirms in all respects each of the Loan Agreement, as
amended hereby, the Notes, the Collateral Documents (including the Liens granted
in favor of the Lender under the Collateral Documents) and each of the other
Loan Documents, the terms and other provisions hereof and thereof and the
Obligations due hereunder and thereunder.

         3. NO OTHER AMENDMENTS. This Amendment is being delivered without
prejudice to the rights, remedies or powers of the Lender under or in connection
with the Loan Agreement, the Notes, the Collateral Documents and the other Loan
Documents, Applicable Laws or otherwise and, except as expressly provided in
Section 1 above, shall not constitute or be deemed to constitute an amendment or
other modification of, or a supplement to, the Loan Agreement or any Loan
Document or the obligations of the Borrower Parties thereunder. In addition,
nothing contained in this Amendment is intended to constitute, or shall be
construed as, a waiver of any breach, violation, Default or Event of Default,
whether past, present or future, under the Loan Agreement, the Notes, the
Collateral Documents or any other Loan Document, or a forbearance by the Lender
of any of its rights, remedies or powers against the Borrower Parties (or any of
them) or the Collateral. The Lender hereby expressly reserves all of its rights,
powers and remedies under or in connection with the Loan Agreement, the Notes,
the Collateral Documents and the other Loan Documents, whether at law or in
equity, including, without limitation, the right to declare all Obligations to
be due and payable.

         4. MISCELLANEOUS PROVISIONS.

                  (a) ENTIRE AGREEMENT; SUCCESSORS AND ASSIGNS. This Amendment
constitutes the entire understanding and agreement with respect to the subject
matter hereof and supersedes all prior oral and written, and all contemporaneous
oral, agreements and understandings with respect thereto. This Amendment shall
inure to the benefit of, and be binding upon, the parties and their respective
successors and permitted assigns.

                  (b) GOVERNING LAW. IN ALL RESPECTS, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
CALIFORNIA APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT STATE (WITHOUT
REGARD TO THE CHOICE OF LAW OR CONFLICTS OF LAW PROVISIONS THEREOF).


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                  (c) COUNTERPARTS. This Amendment may be executed in any number
of counterparts and by facsimile transmission, each of which shall be deemed an
original and all of which taken together shall constitute one and the same
instrument.


         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their duly authorized representatives as of the date
first written above.

                        BORROWER
                        --------

                        OVERHILL FARMS, INC., a Nevada corporation


                        By:  /S/ JAMES RUDIS
                             ---------------------------------------------------
                             James Rudis
                             President and Chief Executive Officer


                        By:  /S/ JOHN STEINBRUN
                             ---------------------------------------------------
                             John Steinbrun
                             Senior Vice President and Chief Financial Officer

                        OVERHILL VENTURES
                        -----------------

                        OVERHILL L.C. VENTURES, INC., a California corporation


                        By:  /S/ JAMES RUDIS
                             ---------------------------------------------------
                             James Rudis
                             President


                        LENDER
                        ------

                          PLEASANT STREET INVESTORS, LLC, a California limited
                          liability company

                          By:    Levine Leichtman Capital Partners, Inc., its
                                 Manager


                                By:  /S/ STEVEN E. HARTMAN
                                   -----------------------
                                          Steven E. Hartman
                                          Vice President


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