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EXHIBIT 10.8

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

         THIS AMENDMENT TO AMENDED AND RESTATED SECURITY AGREEMENT, dated as of
April 4, 2003 (this "AMENDMENT"), is made by OVERHILL FARMS, INC., a Nevada
corporation (the "COMPANY"), and OVERHILL L.C. VENTURES, INC., a California
corporation ("OVERHILL VENTURES" and, together with the Company, and any future
direct or indirect Subsidiaries of Company and Overhill Ventures from time to
time party hereto, the "DEBTORS" and, individually, a "DEBTOR") in favor of
LEVINE LEICHTMAN CAPITAL PARTNERS II, L.P., a California limited partnership
("SECURED PARTY").

                                    RECITALS
                                    --------

         A. The Company, the parties from time to time a party thereto as
Guarantors (including Overhill Ventures) and the Purchaser are parties to that
certain Amended and Restated Securities Purchase Agreement dated as of October
29, 2002 (the "AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT"), pursuant to
which, among other things, on and as of the Effective Date, (i) the parties
amended and restated the Original Securities Purchase Agreement, the Original
Note, the Original Warrant and certain other Original Investment Documents and
(ii) the Purchaser consented to the Spin-Off Related Matters, all on the terms
and subject to the conditions set forth in the Amended and Restated Securities
Purchase Agreement and the Investment Documents.

         B. In connection with the closing of the transactions contemplated by
the Amended and Restated Securities Purchase Agreement, the Company and Overhill
Ventures executed and delivered in favor of Secured Party that certain Amended
and Restated Security Agreement dated as of October 29, 2002 (the "SECURITY
AGREEMENT").

         C. The Company, Overhill Ventures, as a Guarantor, and the Purchaser
have entered into a First Amendment to Securities Purchase Agreement dated as of
April 4, 2003 (the "FIRST AMENDMENT"), pursuant to which, among other things, on
and as of the date hereof, the Purchaser is waiving the Specified Events of
Default, the Company is issuing and selling to the Purchaser, and the Purchaser
is purchasing from the Company, the Bridge Note and the parties are amending the
Amended and Restated Securities Purchase Agreement (the Amended and Restated
Securities Purchase Agreement, as amended by the First Amendment, is referred to
herein as the "SECURITIES PURCHASE AGREEMENT") and certain other Investment
Documents, all on the terms and subject to the conditions set forth in the First
Amendment. Unless otherwise indicated, capitalized terms used and not otherwise
defined herein have the meanings ascribed to them in the Securities Purchase
Agreement.

         D. The parties wish to amend Schedule 3 (Bank Accounts, Instruments and
Chattel Paper) to the Security Agreement as provided for herein.



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                                    AGREEMENT
                                    ---------

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

         1. AMENDMENT TO SCHEDULE 3 (BANK ACCOUNTS, INSTRUMENTS AND CHATTEL
PAPER) TO SECURITY AGREEMENT. Pursuant to Section 19 of the Security Agreement,
Schedule 3 (Bank Accounts, Instruments and Chattel Paper) to the Security
Agreement is hereby amended by replacing such Schedule in its entirety with
Schedule 3 attached hereto which, from and after the date hereof, shall be a
part thereof.

         2. ACKNOWLEDGMENT AND CONFIRMATION OF SECURITY INTEREST. Each Debtor
hereby confirms and ratifies its prior assignment and grant, and assigns and
grants to Secured Party, a continuing, first priority security interest and Lien
in all of such Debtor's right, title and interest in, to and under the
Collateral, subject only to the Liens of the Senior Lender as provided in the
Security Agreement.

         3. RATIFICATION. The Debtors acknowledge that the Security Agreement,
as amended hereby, shall remain binding upon each Debtor and all provisions
thereof shall remain in full force and effect. Each Debtor expressly ratifies
and affirms its obligations to Secured Party under the Security Agreement and
the other Collateral Documents.

         4. MISCELLANEOUS.

                  4.1 COMPLETE AGREEMENT. The Security Agreement, as amended by
this Amendment, constitutes the complete agreement among the parties with
respect to the subject matter hereof and supersedes any prior written or oral
agreements, writings, communications or understandings of the parties hereto and
thereto, with respect to such matter.

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

                  4.3 GOVERNING LAW. IN ALL RESPECTS, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO CONTRACTS
MADE AND PERFORMED IN SUCH STATE, WITHOUT REGARD TO THE CHOICE OF LAW OR
CONFLICTS OF LAW PRINCIPLES THEREOF.

                  4.4 NO LIMITATION ON RIGHTS. This Amendment amends the
Security Agreement on and as of the date hereof, and the Security Agreement, as
amended hereby, shall remain in full force and effect in accordance with its
terms. The execution, delivery and effectiveness of this Amendment shall not (a)
limit, impair, constitute a waiver by, or otherwise affect any right, power or
remedy of, Secured Party under the Security Agreement, as amended hereby, or any
other Investment Document, (b) constitute a waiver of any provision in the
Security Agreement or any other Investment Document or (c) except as set forth
in this Amendment, alter, modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements contained in the Security
Agreement or any other Investment Document, all of which are ratified and
affirmed in all respects and shall continue in full force and effect.

                     [REST OF PAGE INTENTIONALLY LEFT BLANK]

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

                                    DEBTORS

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

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

                                    By: /S/ RICHARD A. HORVATH
                                        ----------------------------------------
                                        Richard A. Horvath
                                        Chief Financial Officer

ACKNOWLEDGED AND ACCEPTED:
--------------------------

SECURED PARTY
-------------

LEVINE LEICHTMAN CAPITAL PARTNERS II,
L.P., a California limited partnership

By: LLCP California Equity Partners II,
    L.P., a California limited partnership, its
    General Partner

    By: Levine Leichtman Capital Partners, Inc.,
        its General Partner

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

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