EXHIBIT 10.2

                         EXECUTIVE EMPLOYMENT AGREEMENT

     THIS EXECUTIVE  EMPLOYMENT  AGREEMENT (the "Agreement") is made and entered
into as of January 5, 2003  ("Effective  Date"),  by and between POORE BROTHERS,
INC.,  a Delaware  corporation,  (the  "Company"),  and THOMAS W.  FREEZE,  (the
"Executive").

                                   WITNESSETH:

     WHEREAS,  Executive is currently  employed with the Company and the Company
desires to continue  retaining the services of Executive,  and Executive desires
to  remain  employed  by the  Company,  on the  terms  and  conditions  of  this
Agreement.

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
and  agreements  set forth herein,  the Company and  Executive,  intending to be
legally bound, hereby agree as follows:

     1. PRIOR  EMPLOYMENT  AGREEMENT.  The Company and Executive agree that that
certain Employment Agreement between the Company and Executive dated as of April
10, 1997, as amended, is hereby terminated and superceded by this Agreement.

     2.  EMPLOYMENT.  The  Company  agrees to employ  Executive  as Senior  Vice
President,  Chief Financial Officer, Treasurer and Secretary of the Company, and
Executive  accepts such  employment and agrees to perform  full-time  employment
services  for the  Company,  subject  always  to  resolutions  of the  Board  of
Directors of the Company (the "Board"),  for the period and upon the other terms
and conditions set forth in this Agreement.

     3. TERM.  The term of Executive's  employment  hereunder (the "Term") shall
commence on the  Effective  Date,  and shall  continue  until this  Agreement is
terminated  upon written notice by either party as set forth in Section 6 below,
for any  reason  whatsoever,  this  being  an "at  will"  employment  agreement.
Sections 6 and 7 of this Agreement  shall govern the amount of any  compensation
to be paid to Executive upon termination of this Agreement and his employment.

     4. POSITION AND DUTIES.

          4.1.  SERVICE  WITH THE  COMPANY.  During the Term of this  Agreement,
Executive agrees to perform such executive  employment duties as the Board shall
reasonably  assign to him from time to time.  In addition,  during the period of
Executive's  employment  by the  Company,  Executive  shall  serve  without  any
additional  compensation on the Company's Board upon nomination by the Board and
the vote of the shareholders.

          4.2. NO CONFLICTING DUTIES. Executive hereby confirms that he is under
no contractual  commitments  inconsistent with his obligations set forth in this
Agreement,  and that  during the Term of this  Agreement,  he will not render or

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perform  services,  or  enter  into  any  contract  to  do  so,  for  any  other
corporation, firm, entity or person that are inconsistent with the provisions of
this Agreement or Executive's fiduciary obligations to the Company.

     5. COMPENSATION AND BENEFITS.

          5.1. BASE SALARY.  As compensation  for all services to be rendered by
Executive  under this  Agreement,  the Company  shall pay to Executive an annual
salary of $190,625.00  (the "Base Salary").  The Base Salary shall be subject to
review  and  change  at  the  discretion  of  the  Board  (or  its  Compensation
Committee),  however,  the Base Salary may not be decreased  without the written
consent of the Executive.  The Company shall pay the Base Salary to Executive on
the  Company's  regularly  scheduled  paydays in  accordance  with the Company's
normal payroll procedures and policies.

          5.2.  BONUSES.  Executive may be eligible for bonuses as determined by
the Board (or its Compensation Committee) in its discretion.

          5.3. STOCK OPTIONS. Executive will be eligible for stock option grants
as determined by the Board (or its  Compensation  Committee) in its  discretion.
Any existing written stock option  agreements  between Executive and the Company
remain in full force and effect in accordance with their terms.

          5.4.  PARTICIPATION  IN BENEFIT PLANS.  Executive shall be included to
the extent  eligible  thereunder  in any and all plans of the Company  providing
general  benefits for the  Company's  executive  employees,  including,  without
limitation,  medical, dental, vision, disability,  life insurance,  401(k) plan,
sick days, vacation, and holidays. Executive's participation in any such plan or
program shall be subject to the provisions,  rules,  and regulations  applicable
thereto.  In addition,  during the Term of this  Agreement,  Executive  shall be
eligible to participate in all non-qualified  deferred  compensation and similar
compensation, bonus and stock plans offered, sponsored or established by Company
on  substantially  the same or a more  favorable  basis as any other employee of
Company.

          5.5.  BUSINESS  EXPENSES.  In accordance  with the Company's  policies
established  from time to time, the Company will pay or reimburse  Executive for
all  reasonable  and  necessary  out-of-pocket  expenses  incurred by him in the
performance of his duties under this  Agreement,  subject to the  presentment of
appropriate supporting documentation.

          5.6. OTHER BENEFITS.  During the Term of this  Agreement,  the Company
shall furnish to Executive the following benefits:

               5.6.1.  AUTOMOBILE  ALLOWANCE.  The Company  shall pay  Executive
$650.00 per month as an automobile allowance, less any required withholdings for
tax purposes (the "Monthly Car Allowance"). Executive shall procure and maintain
adequate  insurance  coverage on the  automobile  he uses for Company  purposes.
Executive  acknowledges  that he may recognize taxable income in connection with
these payments and that these amounts will be reflected on  Executive's  W-2, if
required by law.

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               5.6.2. CELLULAR TELEPHONE. The Company shall furnish to Executive
a mobile or cellular  telephone for Executive's use and shall pay all charges in
connection  therewith  (except  Executive  shall  reimburse  the Company for the
charges  each month that are in excess of $200 of charges in such month that are
not accounted for by Executive as charges for the purposes of the Company).  The
telephone to be  furnished to Executive  shall be agreed upon by the Company and
Executive from time to time.

     6. TERMINATION.

          6.1. DISABILITY. At the Company's election, Executive's employment and
this Agreement shall terminate upon Executive's  becoming totally or permanently
disabled  for a period of  ninety  (90) days or more in any  twelve  (12)  month
period.  For  purposes  of this  Agreement,  the term  "totally  or  permanently
disabled"  or "total or permanent  disability"  means  Executive's  inability on
account  of  sickness  or  accident,  whether or not  job-related,  to engage in
regularly or to perform  adequately his assigned duties under this Agreement.  A
reasonable  determination  by the Company of the existence of a disability shall
be  conclusive  for all  purposes  hereunder.  In making such  determination  of
disability,  the Company may utilize such advice and consultation as the Company
deems  appropriate,  but  there is no  requirement  of  procedure  or  formality
associated with the making of a determination of disability.

          6.2.  DEATH OF EXECUTIVE.  Executive's  employment  and this Agreement
shall terminate immediately upon the death of Executive.

          6.3.  TERMINATION  FOR CAUSE.  The Company may  terminate  Executive's
employment and this Agreement at any time for "Cause" (as  hereinafter  defined)
immediately upon written notice to Executive.  As used herein,  the term "Cause"
shall mean that Executive shall have in the reasonable judgment of the Board (i)
committed  a  criminal  act or a single  act of fraud,  embezzlement,  breach of
trust, or other act of gross  misconduct,  or (ii) violated any material written
Company policy or rules of the Company, unless cured by Executive within 30 days
following written notice thereof to Executive,  or (iii) Executive's willful and
material  violation of, or  noncompliance  with,  any  securities  laws or stock
exchange listing rules, including, without limitation, the Sarbanes-Oxley Act of
2002,  provided  that such  violation  or  noncompliance  resulted  in  material
economic harm to the Company,  or (iv) refused to follow the reasonable  written
directions  given by the Board or its  designee  or  breached  any  covenant  or
obligation  under this  Agreement or other  agreement  with the Company,  unless
cured by Executive within 30 days following written notice thereof to Executive.

          6.4.  RESIGNATION.  Executive's  employment and this  Agreement  shall
terminate on the earlier of the date that is one (1) month following the written
submission  of  Executive's   resignation  to  the  Company  or  the  date  such
resignation is accepted by the Company.

          6.5. TERMINATION WITHOUT CAUSE. The Company may terminate  Executive's
employment  and this  Agreement  without cause upon written notice to Executive.
Termination  "without  cause" shall mean  termination of employment on any basis

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(including  no  reason  or no  cause)  other  than  termination  of  Executive's
employment hereunder pursuant to Sections 6.1, 6.2, 6.3, or 6.4.

          6.6.  SURRENDER  OF RECORDS  AND  PROPERTY.  Upon  termination  of his
employment with the Company, Executive shall deliver promptly to the Company all
credit cards, computer equipment,  cellular telephone,  records, manuals, books,
blank forms, documents,  letters,  memoranda,  notes, notebooks,  reports, data,
tables, calculations or copies thereof, that are the property of the Company and
that  relate  in any  way  to the  business,  strategies,  products,  practices,
processes,  policies or techniques of the Company, and all other property, trade
secrets and confidential information of the Company,  including, but not limited
to,  all  documents  that in whole  or in part  contain  any  trade  secrets  or
confidential  information  of the Company  that in any of these cases are in his
possession  or under his  control,  and  Executive  shall  also  remove all such
information from any personal computers that he owns or controls.

     7. COMPENSATION UPON THE TERMINATION OF EXECUTIVE'S EMPLOYMENT.

          7.1. In the event that  Executive's  employment and this Agreement are
terminated   pursuant  to  Section  6.1  (Disability),   6.3  (Cause),   or  6.4
(Resignation),  then  Executive  shall be entitled to receive  Executive's  then
current Base Salary through the date his employment is terminated,  but no other
compensation of any kind or amount.

          7.2.  In the  event  Executive's  employment  and this  Agreement  are
terminated  pursuant  to  Section  6.2  (Death),  Executive's  beneficiary  or a
beneficiary designated by Executive in writing to the Company, or in the absence
of  such  beneficiary,   Executive's  estate,   shall  be  entitled  to  receive
Executive's  then current Base Salary  through the end of the month in which his
death occurs, but no other compensation of any kind or amount.

          7.3. Unless Section 8 applies, in the event Executive's employment and
this  Agreement are  terminated by the Company  pursuant to Section 6.5 (Without
Cause),  the  Company  shall pay to  Executive,  as a severance  allowance,  the
following  amounts,  but no other  compensation or benefits of any kind: (a) his
then current monthly Base Salary and  Executive's  Monthly Car Allowance for the
nine (9) month period  following the date of termination,  paid on the Company's
regular paydays throughout that 9-month period; (b) for Executive's  benefit, up
to $10,000.00 for outplacement  services for Executive with an outplacement firm
selected  by  Executive;  (c)  within  thirty  (30) days  after  termination  of
Executive's  employment,  any  amounts  payable  under any bonus plans for which
Executive is eligible to  participate  as of the date of the  termination of his
employment,  after pro rating all targets,  quotas, and bonus payments as of the
termination  date,  regardless  when such bonus may be due under the bonus plan.
Executive  shall be entitled to receive  these  benefits and payments only if he
complies  with his  continuing  obligations  to the Company as set forth in this
Agreement.

          7.4. In the event that  Executive's  employment and this Agreement are
terminated  pursuant to 6.4  (Resignation)  within  twelve  (12) months  after a
Change in Control (as defined in Section 8.1 below),  the Company shall pay, for
Executive's  benefit,  up to $10,000.00 for outplacement  services for Executive
with an outplacement firm selected by Executive.

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     8. CHANGE IN CONTROL.  In the event of both a Change in Control (as defined
below) and the occurrence of Good Reason (as defined below),  the Company shall,
within thirty (30) days after  occurrence of the last of these  conditions,  pay
Executive  a lump sum amount  equal to the sum of (a) 200% of  Executive's  then
current  annual Base Salary;  (b)  Executive's  Monthly Car Allowance for twelve
(12)  months;  and (c) any  amounts  payable  under  any  bonus  plans for which
Executive  is eligible to  participate  as of the date of the Change of Control,
after pro rating all targets,  quotas,  and bonus payments as of the date of the
Change in Control,  regardless  when such bonus may be due under the bonus plan.
Executive  shall be entitled to receive  these  benefits and payments only if he
complies  with his  continuing  obligations  to the Company as set forth in this
Agreement.

          8.1.  DEFINITION  OF CHANGE IN CONTROL.  As used herein,  a "Change in
Control" means both: (i) a change in the  composition of the Board,  as a result
of which less than a majority  of the  incumbent  directors  are  directors  who
either (x) had been  directors of the Company on the date 24 months prior to the
date of the  event  that may  constitute  a Change  in  Control  (the  "original
directors")  or (y) were elected,  or nominated for election,  to the Board with
the  affirmative  votes of at least a majority of the  aggregate of the original
directors who were still in office at the time of the election or nomination and
the directors whose election or nomination was previously so approved;  and (ii)
one of the following  events has occurred:  (a) the  consummation of a merger or
consolidation  of the Company with or into another entity or any other corporate
reorganization,  if more than 30% of the combined voting power of the continuing
or surviving  entity's  securities  outstanding  immediately  after such merger,
consolidation,  or  other  reorganization  is  owned  by  persons  who  were not
stockholders of the Company immediately prior to such merger, consolidation,  or
other reorganization;  or (b) the sale, transfer, or other disposition of all or
substantially  all of the Company's assets. A transaction shall not constitute a
Change of  Control if its sole  purpose is to change the state of the  Company's
incorporation or to create a holding company that will be owned in substantially
the  same  proportions  by  the  persons  who  held  the  Company's   securities
immediately before such transaction.

          8.2.  DEFINITION OF GOOD REASON.  As used herein,  "Good Reason" means
any of the following:  (i) termination by the Company of Executive's  employment
and this Agreement without cause (as that term is defined in Section 6.5) within
three (3)  months  before,  or within  twelve  (12)  months  after,  a Change in
Control; (ii) a material reduction in Executive's title, status,  authority,  or
responsibility  at the  Company  within  twelve  (12)  months  after a Change in
Control;  (iii) within twelve (12) months after a Change in Control,  there is a
material  reduction  in the  benefits  that  were in  effect  for the  Executive
immediately prior to the Change in Control,  and comparable  reductions have not
been made in the  benefits  of the other  members  of senior  management  of the
Company;  (iv) except with  Executive's  prior  written  consent,  relocation of
Executive's principal place of employment to a location outside Maricopa County,
Arizona  within  twelve  (12) months  following a Change in Control;  or (v) any
material breach by the Company of its material  obligations under this Agreement
within twelve (12) months following a Change in Control.

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     9. RELEASE. As a condition precedent to the Company's obligation to provide
Executive with the amounts set forth in Section 7.3,  Section 7.4, or Section 8,
Executive must first execute and deliver to the Company a legal release, in form
and substance acceptable to the Company, in which Executive releases the Company
and  its  affiliates,   directors,   officers,  employees,  agents,  and  others
affiliated with the Company from any and all claims,  including  claims relating
to the Executive's  employment with the Company,  the termination of Executive's
employment, if applicable, and any facts constituting Good Reason.

     10. VENTURES.  If, during the Term of this Agreement,  Executive is engaged
in or associated with the planning or implementing of any project,  program,  or
venture  involving  the Company and a third party or parties,  all rights in the
project,  program, or venture shall belong to the Company and shall constitute a
corporate opportunity  belonging exclusively to the Company.  Except as approved
in writing by the Board, Executive shall not be entitled to any interest in such
project,  program,  or  venture or to any  commission,  finder's  fee,  or other
compensation  in connection  therewith  other than the Base Salary to be paid to
Executive as provided in this Agreement.

     11. RESTRICTIONS.

          11.1. Definitions. For purposes of this Agreement, the following terms
shall have the following meanings:

               11.1.1.  "TRADE SECRETS" means  information that is not generally
known about the Company or its business,  including without limitation about its
products,  recipes,  projects,  designs,  developmental  or  experimental  work,
computer  programs,  data  bases,  know-how,  processes,  customers,  suppliers,
business  plans,   marketing  plans  and  strategies,   financial  or  personnel
information,  and information obtained from third parties under  confidentiality
agreements.  "Trade  Secrets"  also  means  formulas,  patterns,   compilations,
programs,  devices,  methods,  techniques,  or processes that derive independent
economic  value,  actual or  potential,  from not being  generally  known to the
public or to other persons who can obtain  economic value from its disclosure or
use, and is the subject of efforts that are reasonable  under the  circumstances
to maintain its secrecy.  In particular,  the parties agree and acknowledge that
the following  list,  which is not  exhaustive  and is to be broadly  construed,
enumerates some of the Company's Trade Secrets, the disclosure of which would be
wrongful and would cause irreparable injury to the Company:  (i) recipes for the
Company's   specialty   potato  chips  and  other   salted  snack  foods;   (ii)
manufacturing  processes for the foregoing products;  (iii) pricing information;
(iv) product development,  marketing,  sales, customer, and supplier information
related to any Company product or service available commercially or in any stage
of development during Executive's  employment with the Company;  and (v) Company
marketing and business strategies,  ideas, and concepts.  Executive acknowledges
that the  Company's  Trade  Secrets were and are  designed and  developed by the
Company  at great  expense  and  over  lengthy  periods  of  time,  are  secret,
confidential, and unique, and constitute the exclusive property of the Company.

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               11.1.2.  "RESTRICTED  FIELD" means the business of manufacturing,
developing,  marketing,  and/or selling  specialty  potato chips or other salted
snack foods.  The Company is in the business of developing,  manufacturing,  and
selling these products in the Business Territory.

               11.1.3.  "NON-COMPETITION  PERIOD"  means a period  of 12  months
after the termination of Executive's  employment with the Company unless a court
of competent  jurisdiction  determines that that Period is  unenforceable  under
applicable law because it is too long, in which case the Non-Competition  Period
shall be for the longest of the following  periods that the court  determines is
reasonable under the circumstances:  11 months, 10 months, 9 months, 8 months, 7
months, or 6 months

               11.1.4.  "BUSINESS  TERRITORY"  means the entire  United  States,
unless a court of competent  jurisdiction  determines that that geographic scope
is unenforceable under applicable law because it is too broad, in which case the
Business Territory shall be amended by eliminating geographical areas and states
from the  following  list  until the  Business  Territory  is  determined  to be
reasonable:   Alabama,   Alaska,  Arizona,   Arkansas,   California,   Colorado,
Connecticut,  Delaware,  District of Columbia,  Florida, Georgia, Hawaii, Idaho,
Illinois,   Indiana,  Iowa,  Kansas,  Kentucky,   Louisiana,   Maine,  Maryland,
Massachusetts,  Michigan, Minnesota,  Mississippi,  Missouri, Montana, Nebraska,
Nevada, New Hampshire,  New Jersey, New Mexico, New York, North Carolina,  North
Dakota,  Ohio,  Oklahoma,  Oregon,  Pennsylvania,  Rhode Island, South Carolina,
South Dakota, Tennessee, Texas, Utah, Vermont, Virginia, Washington, Washington,
District of  Columbia,  West  Virginia,  Wisconsin,  Wyoming,  Maricopa  County,
Arizona,  Phoenix, Arizona. The parties acknowledge and agree that if any of the
geographic areas or States listed above are required by law to be eliminated, it
would be fair and  appropriate  to do so in the  inverse  order of the volume of
revenue  received or  projected  to be received by the Company from such area or
State at the time of determination.

               11.1.5.  "NON-SOLICITATION  PERIOD"  means a period  of 12 months
after the termination of Executive's employment with the Company.

          11.2.  NON-DISCLOSURE  OBLIGATIONS.  Executive  shall not at any time,
during or after the Term of this Agreement,  without the express written consent
of an officer of the Company, publish,  disclose, or divulge to any person, firm
or corporation, or use directly or indirectly for the Executive's own benefit or
for the  benefit  of any  person,  firm,  corporation  or entity  other than the
Company, any Trade Secrets of the Company.

          11.3.   NON-COMPETITION   OBLIGATIONS.   Executive   acknowledges  the
substantial  amount of time,  money,  and effort  that the Company has spent and
will  spend  in  developing  its  products  and  other  strategically  important
information   (including   Trade   Secrets),   and   agrees   that   during  the
Non-Competition  Period,  Executive will not, alone or with others,  directly or
indirectly, as an employee, agent, consultant,  advisor, owner, manager, lender,
officer, director,  employee, partner,  stockholder, or otherwise, engage in any
Restricted  Field  activities  in the  Business  Territory,  nor  have  any such
relationship  with any  person  or  entity  that  engages  in  Restricted  Field
activities in the Business Territory;  provided,  however,  that nothing in this
Agreement will prohibit  Executive from owning a passive investment of less than
one percent of the  outstanding  equity  securities of any company listed on any

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national securities exchange or traded actively in any national over-the-counter
market so long as  Executive  has no other  relationship  with such  company  in
violation  of this  Agreement.  The  Non-Competition  Period  set  forth in this
Section  11.3 shall be tolled  during any  period in which the  Executive  is in
breach of the restriction set forth herein.

          11.4. AGREEMENT NOT TO SOLICIT CUSTOMERS. Executive agrees that during
Executive's   employment   with   the   Company   hereunder   and   during   the
Non-Solicitation Period,  Executive will not, either directly or indirectly,  on
Executive's  own  behalf or in the  service  or on behalf  of  others,  solicit,
divert, or appropriate,  or attempt to solicit,  divert, or appropriate,  to any
business that engages in Restricted Field  activities in the Business  Territory
(i) any person or entity whose  account with the Company was sold or serviced by
or under the  supervision of Executive  during the twelve (12) months  preceding
the termination of such  employment,  or (ii) any person or entity whose account
with the  Company  has been  directly  solicited  at least  twice by the Company
within the year preceding the termination of employment (the  "Customers").  The
Non-Solicitation  Period set forth in this Section  11.4 shall be tolled  during
any  period in which the  Executive  is in breach of the  restriction  set forth
herein.

          11.5. AGREEMENT NOT TO SOLICIT EMPLOYEES. Executive agrees that during
Executive's   employment   with   the   Company   hereunder   and   during   the
Non-Solicitation Period,  Executive will not, either directly or indirectly,  on
Executive's  own behalf or in the  service  or on the behalf of others  solicit,
divert,  or hire away,  or attempt to solicit,  divert,  or hire away any person
then  employed  by the  Company,  nor  encourage  anyone to leave the  Company's
employ.  The  Non-Solicitation  Period set forth in this  Section  11.5 shall be
tolled during any period in which the Executive is in breach of the  restriction
set forth herein.

          11.6.  NON-DISPARAGEMENT.  Executive  agrees that  during  Executive's
employment  with the  Company  hereunder  and  thereafter,  he will not,  either
directly  or  indirectly,   disparage,   defame,  or  besmirch  the  reputation,
character,  or  image  of the  Company  or its  products,  services,  employees,
directors, or officers.

          11.7.  REASONABLENESS.  Executive  and  the  Company  agree  that  the
covenants  set forth in this  Agreement  are  appropriate  and  reasonable  when
considered  in  light  of the  nature  and  extent  of the  Company's  business.
Executive further  acknowledges and agrees that (i) the Company has a legitimate
interest in  protecting  the  Company's  business  activities  and its  current,
pending,  and potential  Trade Secrets;  (ii) the covenants set forth herein are
not  oppressive  to Executive  and contain  reasonable  limitations  as to time,
scope,  geographical area, and activity;  (iii) the covenants do not harm in any
manner  whatsoever the public  interest;  (iv)  Executive's  chosen  profession,
trade, or business is in  manufacturing,  developing,  and marketing retail food
products (the  "Profession")  (v) the  Restricted  Field is only a very small or
limited part of the Profession, and Executive can work in many different jobs in
Executive's Profession besides those in the Restricted Field; (vi) the covenants
set  forth  herein  do  not  completely   restrain  Executive  from  working  in
Executive's  Profession,  and  Executive  can earn a livelihood  in  Executive's
Profession  without  violating  any of the  covenants  set forth  herein;  (vii)
Executive has received and will receive  substantial  consideration for agreeing

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to such covenants, including without limitation the consideration to be received
by  Executive  under  this  Agreement;  (viii) if  Executive  were to work for a
competing  company that engages in activities  in the  Restricted  Field,  there
would be a substantial  risk that  Executive  would  inevitably  disclose  Trade
Secrets to that company;  (ix) the Company  competes with other  companies  that
engage  in  Restricted  Field  Activities  in  the  Business  Territory,  and if
Executive were to engage in prohibited activities in the Restricted Field within
the  Business  Territory,  it would harm the  Company;  (x) the Company  expends
considerable  resources on hiring,  training, and retaining its employees and if
Executive were to engage in prohibited  activities  during the  Non-Solicitation
Period,  it would harm the Company;  and (xi) the Company  expends  considerable
resources  acquiring,  servicing,  and  retaining its Customers and if Executive
were to engage in prohibited  activities during the Non-Solicitation  Period, it
would harm the Company.

     12. OTHER AGREEMENTS. Executive reaffirms Executive's obligations set forth
in the  Employee  Proprietary  Rights  Agreement  attached  hereto as EXHIBIT A.
Executive  further  acknowledges  and agrees  that he will comply with all other
Company policies and procedures,  including,  without limitation,  the Company's
Insider Trading policy.

     13.  ASSIGNMENT.  This Agreement  shall not be  assignable,  in whole or in
part,  by either party  without the written  consent of the other party,  except
that the Company may,  without the consent of  Executive,  assign its rights and
obligations  under this  Agreement to any  corporation,  firm or other  business
entity  (i) with or into which the  Company  may merge or  consolidate,  (ii) to
which the Company may sell or transfer all or substantially all of its assets or
(iii) of which 30% or more of the equity investment and of the voting control is
owned,  directly or  indirectly,  by, or is under  common  ownership  with,  the
Company.  Upon such  assignment  by the Company,  the Company  shall  attempt to
obtain the assignees'  written agreement  enforceable by Executive to assume and
perform, from and after the date of such assignment,  the terms, conditions, and
provisions imposed by this Agreement upon the Company. After any such assignment
by the Company and such written agreement by the assignee,  the Company shall be
discharged  from  all  further  liability  hereunder  and  such  assignee  shall
thereafter  be deemed to be the Company for the  purposes of all  provisions  of
this Agreement including this Section 13.

     14. OTHER PROVISIONS.

          14.1.  GOVERNING  LAW.  This  Agreement  is made  under  and  shall be
governed by and  construed in  accordance  with the laws of the State of Arizona
without reference to conflicts of law provisions thereof.

          14.2.  INJUNCTIVE RELIEF.  Executive agrees that it would be difficult
to compensate  the Company fully for damages for any violation of the provisions
of this Agreement.  Accordingly,  Executive specifically agrees that the Company
shall be entitled to temporary  and permanent  injunctive  relief to enforce the
provisions of this Agreement.  This provision with respect to injunctive  relief
shall not,  however,  diminish  the right of the  Company  to claim and  recover
damages in addition to injunctive relief

                                       9
<PAGE>
          14.3. PRIOR AGREEMENTS.  This Agreement  contains the entire agreement
of the parties  relating to the subject  matter hereof and  supersedes all prior
agreements  and  understanding  with  respect to such  subject  matter,  and the
parties hereto have made no agreements,  representations, or warranties relating
to the subject matter of this Agreement which are not set forth herein.

          14.4.  WITHHOLDING TAXES AND RIGHT OF OFFSET. The Company may withhold
from all payments and benefits under this Agreement all federal, state, city, or
other taxes as shall be required pursuant to any law or governmental  regulation
or ruling.  Executive  agrees that the Company may offset any  payments  owed to
Executive  pursuant to this  Agreement or otherwise  against any amounts owed by
the Executive to the Company.

          14.5. AMENDMENTS. No amendment or modification of this Agreement shall
be deemed effective unless made in writing signed by Executive and the Company.

          14.6.  NO WAIVER.  No term or  condition  of this  Agreement  shall be
deemed to have been  waived  nor shall  there be any  estoppel  to  enforce  any
provisions  of this  Agreement,  except by a statement in writing  signed by the
party against whom enforcement of the waiver or estoppel is sought.  Any written
waiver shall not be deemed a continuing waiver unless specifically stated, shall
operate  only as to the  specific  term  or  condition  waived,  and  shall  not
constitute  a waiver of such term or  condition  for the future or as to any act
other than that specifically waived.

          14.7.  SEVERABILITY.  To the extent any  provision  of this  Agreement
shall be invalid or  unenforceable,  it shall be  considered  deleted  from this
Agreement and the remainder of such  provision  and of this  Agreement  shall be
unaffected and shall continue in full force and effect.

          14.8.  SURVIVABILITY.  Sections  7, 8, 9, 11,  12,  13, and 14 of this
Agreement shall survive the termination of this Agreement and the termination of
Executive's employment with the Company.

IN WITNESS  WHEREOF,  the parties have executed this Agreement as of the day and
year set forth above.


                                    "COMPANY": POORE BROTHERS, INC.

                                               ---------------------------------
                                               By:
                                               Title:


                                  "EXECUTIVE":
                                               ---------------------------------
                                               THOMAS W. FREEZE
<PAGE>
                                                                       EXHIBIT A

                POORE BROTHERS, INC. PROPRIETARY RIGHTS AGREEMENT

THIS AGREEMENT CREATES IMPORTANT  OBLIGATIONS WHICH ARE BINDING.  PLEASE READ IT
IN FULL BEFORE YOU SIGN

I recognize the  importance of protecting  the Company's  relationships  and its
rights to inventions,  discoveries,  ideas,  confidential  information and other
intellectual  property,  and for good and  valuable  consideration  which I have
received,  including  my  engagement  to provide  services  to the Company as an
independent  contractor  or  at-will  employee  (in  either  event  referred  to
hereinafter as my  "Relationship  with the Company,") or the  continuation of my
Relationship with the Company, I agree to the following:

1. DEFINITIONS. For the purposes of this Agreement:

     (a) "COMPANY" means Poore Brothers, Inc., and its subsidiaries.

     (b)  "CREATION"  means any invention,  discovery,  idea,  concept,  design,
process, work of authorship,  development or improvement (whether or not subject
to copyright or patent protection and whether or not reduced to practice by me):
(i)  relating to any past,  present or  reasonably  anticipated  business of the
Company  and  which  is  or  was  created  or  otherwise   developed  during  my
Relationship  with the  Company,  (ii)  which  is or was  created  or  otherwise
developed  while  performing  work for the  Company,  or  (iii)  which is or was
created  or  otherwise   developed  at  any  time  using  equipment,   supplies,
facilities, information or proprietary rights or other property of the Company.

     (c)  "COMPUTER   INFORMATION"  means  all  information  and  communications
created,  received,  or stored on or passed  through the Company's  computer and
communications systems. Among other things, Computer Information includes all of
my files, voice mail and e-mail.

     (d) "CONFIDENTIAL  INFORMATION"  means information  (including  information
created by me) which is not  generally  known about the Company or its business,
including   without   limitation   about  its   products,   projects,   designs,
developmental or experimental  work,  computer programs,  software,  data bases,
know-how,  processes,  formulas,  recipes,  manufacturing processes,  customers,
suppliers,  business  plans,  marketing  plans  and  strategies,   finances,  or
personnel,  and  information  obtained from third parties under  confidentiality
agreements.

2. OWNERSHIP OF CREATIONS

     (a) INVENTIONS  RETAINED. I represent that all matters which I have created
or otherwise  developed prior to my Relationship  with the Company or my signing
this Agreement, which I wish to exclude from my obligations to the Company under
this agreement, are listed below. If no items are listed below, I represent that
there are no such matters to be excluded.

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<PAGE>
--------------------------------------------------------------------------------
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     (b)  ASSIGNMENT OF CREATIONS.  I hereby agree to hold in trust for the sole
right and benefit of the  Company and assign to the Company all my right,  title
and interest in and to any and all  Creations  created or  otherwise  developed,
alone or in  conjunction  with  others.  I further  agree to assign to any third
party, including the United States government,  all my right, title and interest
in and to any and all  Creations  whenever  such  assignment  is  requested by a
contract between the Company and such third party.

     (c)  MAINTENANCE  OF RECORDS.  I agree to keep and  maintain  adequate  and
current  written  records  of all  Creations  made by me,  in the form of notes,
sketches,  drawings and other  notations  which may be specified by the Company,
which  records shall be available to and remain the sole property of the Company
at all times.

     (d)  DISCLOSURE OF CREATIONS AND FILINGS.  I agree to promptly  disclose to
the Company in writing all Creations created or otherwise  developed by me alone
or in conjunction  with others,  as well as any and all patent  applications  or
copyright  registrations  filed by me  during  and  within  one (1)  year  after
termination of my Relationship with the Company.

     (e)  ASSISTANCE.  During and after the period of my  Relationship  with the
Company,  I agree that I will give the  Company  all  assistance  it  reasonably
requires (at the Company's expense) to file for,  maintain,  protect and enforce
the Company's patents, copyrights, trademarks, trade secrets and other rights in
Creations,  in any and all  countries.  To that end I will sign documents and do
other acts which the Company may  determine  necessary or  desirable  including,
without  limitation,  giving  evidence and testimony in support of the Company's
rights hereunder.

     (f) INTELLECTUAL PROPERTY RIGHTS IN WORKS OF AUTHORSHIP.  I acknowledge and
agree that any  intellectual  property  rights in  Creations  which are works of
authorship  belong to the  Company  and are  "works  made for hire"  within  the
definition of section 101 of the United States Copyright Acts of 1976, Title 17,
United States Code. The Company or any of its direct or indirect licensees shall
not be obligated to  designate me as author of any design,  software,  firmware,
related documentation, or any other work of authorship when distributed publicly
or otherwise, nor to make any distribution.

3. CONFIDENTIAL INFORMATION

     (a) OWNERSHIP OF CONFIDENTIAL  INFORMATION.  All  Confidential  Information
which I create or otherwise  develop or which comes into my  possession  or that
previously came into my possession shall be and remain the exclusive property of
the Company.

     (b) NO DISCLOSURE OF CONFIDENTIAL INFORMATION. Unless authorized in writing
by the Company, I will maintain all Confidential  Information in confidence and,
except as necessary in conjunction  with my work for the Company,  will not copy
or make  notes of,  divulge  to anyone  outside  the  Company  or use any of the
Confidential Information for my own or another's benefit, either during or after
the term of my  Relationship  with the  Company.  I agree  that I will  promptly
disclose to the Company all  Confidential  Information  developed  by me. I will
abide by any policies and procedures adopted from time to time by the Company to
facilitate such disclosures.

                                       11
<PAGE>
     (c) RETURNING THE COMPANY DOCUMENTS AND TANGIBLE PROPERTY.  Upon request of
the Company and, in any event,  upon  termination  of my  Relationship  with the
Company, I will promptly surrender and deliver to the Company (and will not keep
in my  possession  or  deliver  to  anyone  else)  and  agree  not  to  use  any
Confidential  Information,  records,  data, notes,  reports,  proposals,  lists,
correspondence,  computer code, specifications,  drawings, blueprints, sketches,
flow diagrams, materials,  equipment, devices or any other documents or property
(including  photocopies or other reproductions of any of the aforesaid items) of
the Company.

     (d) CONFIDENTIAL  INFORMATION OF THIRD PARTIES. During my Relationship with
the  Company  I  may  receive,  under  non-disclosure  agreements  agreed  to by
authorized representatives of the Company,  information claimed by third parties
to be  their  confidential  information.  I  agree  that  I  will  respect  such
agreements and will not disclose such information to any person or organization,
except as is necessary in carrying out my work for the Company  consistent  with
the Company's  agreement with such third parties.  At the request of the Company
and, in any event, upon the termination of my Relationship  with the Company,  I
will promptly surrender to the Company any such information.

4.  NON-USE  OF  PROPERTY  OF THIRD  PARTIES.  During my  Relationship  with the
Company,  I will not improperly use or disclose any  confidential or proprietary
information or property of any third party (including any former employer).

5. NO PRIOR RESTRICTIONS. I hereby represent and warrant that I am free to enter
into or  continue  my  Relationship  with  the  Company  and that  there  are no
contracts or restrictive covenants preventing full performance of my duties.

6.  LIMITATIONS  ON  COMPETITIVE  ACTIVITIES  DURING  RELATIONSHIP.   During  my
Relationship  with the Company,  I will not,  alone or with others,  directly or
indirectly,  work on, plan,  prepare for,  organize or engage in any consulting,
employment or other business activity (whether or not for compensation)  that is
competitive  with the business in which the Company is involved or may hereafter
become involved,  nor will I engage in any other activity that conflicts with my
obligations  to the  Company.  Prior to working  on,  planning,  preparing  for,
organizing or engaging in any consulting,  employment or other business activity
outside  my  Relationship  with  the  Company,  I will  consult  my  manager  or
supervisor to ensure that no conflict of interest with the Company exists.

7.  PUBLISHING.  Unless  approved by the Company in writing,  I will not publish
anything in the Company's business areas of interest during my Relationship with
the Company.

8. NO GUARANTEE OF EMPLOYMENT.  I expressly  acknowledge  and agree that this is
not an agreement  by the Company to employ me, or otherwise  engage my services,
for any period, and unless otherwise  expressly agreed in writing between me and
the Company,  my  Relationship  with the Company may be  terminated at any time,
with or without cause by either myself or the Company.  All of the terms of this
Agreement shall survive any termination of my Relationship with the Company.

9. NO EXPECTATION  OF PRIVACY.  The Company  retains the right,  with or without
cause or notice to me, to access or monitor all Computer Information,  including
but not limited to my e-mail and voice mail.  I agree that I have no  reasonable
expectation of privacy in the Computer Information and expressly waive any right
of privacy or similar right in the Computer  Information.  I agree that Computer
Information is the sole and exclusive property of the Company.  Any of my files,
e-mail or other Computer  Information  stored on the Company's  computer  and/or
communications  systems shall become the property of the Company. I agree that I
shall not install or use encryption  software on any of the Company's  computers

                                       12
<PAGE>
without first  obtaining  written  permission  from my manager or supervisor.  I
agree that I shall not use passwords or  encryption  keys that are unknown to my
manager or supervisor.

10. MISCELLANEOUS

     (a) SEVERABILITY.  If any provision of this Agreement or portion thereof is
determined  by a court of  competent  jurisdiction  to be  wholly  or  partially
unenforceable  for any  reason,  such  provision  or  portion  thereof  shall be
considered separate from the remainder of this Agreement,  which shall remain in
full force and effect.

     (b) WAIVER.  The  Company's  waiver or failure to enforce any  violation or
provision  of this  Agreement  shall  not  constitute  a  waiver  of its  rights
hereunder with respect to any other or continuing violation or provision of this
Agreement, and shall be effective only if in writing, signed by the Company, and
then only in the specific instance and for the specific purpose given.

     (c) GOVERNING  LAW. This  agreement  shall be governed by and construed and
enforced in accordance with the laws of the State of Arizona.  I agree that suit
to enforce any provision of this  Agreement or to obtain any remedy with respect
hereto may be brought in Superior Court, Maricopa County,  Arizona, and for this
purpose I hereby  expressly and irrevocably  consent to the jurisdiction of this
court.

     (d)  SUCCESSORS.  This Agreement shall be for the benefit of and be binding
upon: i) my executors, heirs, legatees and personal representatives, and ii) the
successors and assigns of the Company.

     (e) ENTIRETY OF AGREEMENT.  This Agreement  supersedes all prior agreements
concerning Creations,  Computer Information,  Confidential Information,  and the
other matters referred to herein between myself and the Company. No amendment or
modification of this Agreement shall be deemed  effective unless made in writing
signed by me and the Company.

                                       13
<PAGE>
                                        EMPLOYEE OR INDEPENDENT CONTRACTOR:

                                        ----------------------------------------
                                        Signature

                                        ----------------------------------------
                                        Print Name

                                        ----------------------------------------
                                        Date


Accepted and agreed:

POORE BROTHERS, INC.


By:
   -------------------------------------
Name:
     -----------------------------------
Its:
    ------------------------------------

                                       14