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                                                                   EXHIBIT 10.20
                         SECOND MODIFICATION OF GUARANTY


This Modification of Guaranty dated October 8, 1996 made by Pro-Fac Cooperative,
Inc.  ("Guarantor")  modifies  the  Guaranty  dated as of November  3, 1994,  as
amended,  made by Guarantor in favor of the Springfield  Bank for  Cooperatives,
now known as CoBank, ACB.

The Guaranty referenced above is modified as follows:

(1)  Section 10  entitled  Financial  Covenants  is  modified  by  striking  out
subsections  10.1 and 10.6  respectively  entitled  Minimum  Working Capital and
Capital  Expenditures  and  substituting  new subsections  10.1 entitled Minimum
Working Capital and 10.6 entitled Capital Expenditures reading as follows:

         10.1 Minimum Working  Capital.  The Guarantor will achieve and maintain
consolidated   working   capital  of  not  less  than  Ninety  Million   Dollars
($90,000,000) as of September 30, 1996 and the end of each month thereafter.

         10.6 Capital Expenditures.  The Guarantor and its Subsidiaries will not
purchase any fixed or capital assets (collectively,  "Capital  Expenditures") in
any Fiscal Year of the Guarantor and its  Subsidiaries  in excess of $20,000,000
in the aggregate.

The Guaranty is hereby amended  accordingly  but otherwise  shall remain in full
force and effect.

IN WITNESS WHEREOF,  Pro-Fac  Cooperative,  Inc. has executed and delivered this
Modification of Guaranty on October 22, 1996.


                                            PRO-FAC COOPERATIVE, INC.



                                            By  /s/ William D. Rice
                                                Its Assistant Treasurer



<PAGE>


                                   CoBANK, ACB


                          LOAN AGREEMENT NO. T-6184-G,
                        T-6186-G, S-6183-G, and S-6181-G

                              As of October 8, 1996

CURTICE-BURNS FOODS, INC.
--------------------------------------------------------------------

                                 MODIFICATION OF

            TERM LOAN, TERM LOAN FACILITY AND SEASONAL LOAN AGREEMENT


IT IS AGREED, That the Term Loan, Term Loan Facility and Seasonal Loan Agreement
dated as of November 3, 1994,  entered into between  Curtice-Burns  Foods,  Inc.
(successor to merger between PF Acquisition Corp. and Curtice-Burns Foods, Inc.)
("Borrower") and Springfield  Bank for  Cooperatives,  now known as CoBank,  ACB
("Bank"),as previously amended is hereby further amended as follows:

(1) Section 2.13 entitled  Interest is modified by deleting  subsection b in its
entirety and therefor a new subsection is substituted reading as follows:

         (b) The Borrower shall pay interest to the Bank on the  outstanding and
unpaid principal amount of the Loans made under this Agreement,  other than with
respect to each  Tranche  of Fixed  Rate  Program  Loans  prior to the  relevant
Tranche Maturity Date therefor:

                  (i) for a Prime  Loan,  at a rate per annum  equal to (A) with
respect  to the Term  Loan and Term Loan  Facility  Loans,  the Prime  Rate plus
one-half  percent (.50%),  and (B) with respect to the Seasonal Loans, the Prime
Rate;

                  (ii) for a LIBOR  loan,  at a rate per annum equal to (A) with
respect to the Term Loan and Term Loan Facility  Loans,  the LIBOR Rate plus two
and six-tenths  percent (2.6%);  and (B) with respect to the Seasonal Loans, the
LIBOR Rate plus two percent (2%); and

                  (iii) for a Treasury-Based  Loan, at a rate per annum equal to
(A)  with  respect  to  the  Term  Loan  and  Term  Loan  Facility  Loans,   the
Treasury-Based  Rate  plus  three  percent  (3%),  and (B) with  respect  to the
Seasonal Loans,  the  Treasury-Based  Rate plus two and  twenty-five  hundredths
percent (2.25%);

The Borrower agrees to execute such additional  documents,  including amendments
and  modifications of the Seasonal Note, and to take such other action as may be
reasonably requested by the Bank to give effect to this Modification.

The Term Loan,  Term Loan Facility and Seasonal Loan Agreement is hereby amended
accordingly but otherwise shall remain in full force and effect.

                  All terms of the Term Loan,  Term Loan  Facility  and Seasonal
Loan Agreement and any other related loan and collateral documents (collectively
"Loan  Documents")  remain in full force and effect and are hereby  ratified and
confirmed, except to the extent modified by this Agreement, by Borrower.

                  All Financial Statements and disclosures submitted to the Bank
under the Loan Documents are true and accurate in all material respects.  Except
as previously  disclosed to the Bank,  there has been no material adverse change
in the financial condition or operations of Borrower.

The Loan Documents are not subject to any offset, claim, or defense by Borrower.

All liens  granted by  Borrower to the Bank (i) remain in full force and effect,
(ii) are not subject to any claim or defense,  and (iii) retain a first priority
lien position.

To the best of  Borrower's  knowledge,  there are no  liens,  other  than  liens
granted under the Loan Documents, on any real or personal property of Borrower.

                   CoBANK, ACB (formerly known as Springfield 
                                Bank for Cooperatives)


                            By /s/ Ralph T. Lawrence
                                   Its Vice President

ACCEPTED AND AGREED TO:  10/22/96
                          (Date)
CURTICE-BURNS FOODS, INC. (successor to merger between PF
Acquisition Corp. and Curtice-Burns Foods, Inc.)


By /s/ William D. Rice
       Its Senior Vice President

ACKNOWLEDGED AND AGREED TO:  10/22/96
                             (Date)
PRO-FAC COOPERATIVE, INC.


By /s/ William D. Rice
       Its Assistant Treasurer

ACKNOWLEDGED AND AGREED TO:  10/22/96
                             (Date)
CURTICE-BURNS EXPRESS, INC.
CURTICE-BURNS MEAT SNACKS, INC.
FINGER LAKES PACKAGING COMPANY, INC.
HUSMAN SNACK FOODS COMPANY, INC.
KENNEDY ENDEAVORS, INCORPORATED
NALLEY'S CANADA LIMITED
QUALITY SNAX OF MARYLAND, INC.
SEASONAL EMPLOYERS, INC.
PRO-FAC HOLDING COMPANY OF IOWA, INC.


By  /s/ William D. Rice
        Its Vice President


<PAGE>


CoBANK, ACB


                                                 LOAN AGREEMENT NO. T-6184-H,
                                                 6186-H, S-6183-H, and S-6181-H

                                                     December 20, 1996

CURTICE-BURNS FOODS, INC.

                                 MODIFICATION OF

            TERM LOAN, TERM LOAN FACILITY AND SEASONAL LOAN AGREEMENT


IT IS AGREED, That the Term Loan, Term Loan Facility and Seasonal Loan Agreement
dated as of November 3, 1994,  entered into between  Curtice-Burns  Foods,  Inc.
(successor to merger between PF Acquisition Corp. and Curtice-Burns Foods, Inc.)
("Borrower") and Springfield  Bank for  Cooperatives,  now known as CoBank,  ACB
("Bank"),as amended, is hereby further amended as follows:

(1) Section 1.1 entitled Defined Terms is modified by changing the definition of
"Maximum Credit" to, at any time, Seventy-Six Million Dollars ($76,000,000).

(2) Section 2.7  entitled  Seasonal  Loan  Facility is modified by limiting  the
Seasonal  Loans to an  aggregate  principal  amount  not to  exceed  at any time
outstanding  the lesser of (a) the  lesser of (i)  Seventy-Six  Million  Dollars
($76,000,000)  and (ii) the Borrowing  Base,  and (b) the Curtice -Burns Maximum
Credit (the "Seasonal Loan Commitment").

         Section 2.7  entitled  Seasonal  Loan  Facility is further  modified to
allow the Bank to make  Seasonal  Loans to the Borrower from time to time during
the period from January 3, 1997 through  December 31, 1997. The Bank may, at its
option,  renew the  Seasonal  Loan  Commitment  for one or more  successive  one
(1)-year periods from and after December 31, 1997.

(3) Section 2.9 entitled  Repayment of Seasonal Loans is deleted in its entirety
and therefor a new section is substituted reading as follows:

         Repayment of Seasonal Loans. The principal amount of the Seasonal Loans
shall be repaid in full on or before January 1, 1998, provided, however, that to
the extent the outstanding amount thereof exceeds,  at the end of any month, the
Borrowing Base at the end of such month,  such  excess(es)  shall be immediately
due and payable upon demand by the Bank.


<PAGE>


(4) Section  2.14  entitled  Fees is modified by deleting  paragraph  (b) in its
entirety and substituting a paragraph reading as follows:

         (b) Commitment Fee. In consideration  of the Bank's  Commitment to make
Term  Loan  Facility  Loans  on the  terms  and  conditions  set  forth  in this
Agreement,  the Borrower agrees to pay to CoBank a commitment fee on the average
daily unused portion of the Term Loan Facility Commitment at the rate of; (i)1/4
of 1% per annum on the first $71,800,000; and (ii) 45/100 of 1% per annum on the
portion above  $71,800,000,  payable monthly in arrears on the first day of each
month during the period from January 1, 1997 through and including  September 1,
1999. The Commitment Fee shall be in addition to all interest and other sums and
charges due and payable with respect to the Term Loan Facility Loans.

(5) Section  2.14  entitled  Fees is modified by deleting  paragraph  (c) in its
entirety and substituting a paragraph reading as follows:

         (c) The Borrower agrees to pay an origination fee  ("Origination  Fee")
of 55/100 of 1 percent  (.55%) on the Seasonal Loan Facility to be billed by the
Bank.


(6) Section 3.1 entitled  Letter of Credit  Accommodations  is modified to allow
the Bank to provide the  Borrower  with a Letter of Credit  Facility  during the
period from January 3, 1997 through December 31, 1997. The Bank may, at its sole
option, renew the Commitment for Letter of Credit Accommodations for one or more
successive one (1)- year periods from and after December 31, 1997.

(7) Schedule 3.2 entitled  Letter of Credit Fees and  Commissions is modified by
deleting it in its entirety and substituting a new schedule reading as follows:

         Issuance Fee for each Letter of Credit Accommodation issued:

                  1% of the face amount of the Letter of Credit Accommodation.

                  All terms of the Term Loan,  Term Loan  Facility  and Seasonal
Loan Agreement and any other related loan and collateral documents (collectively
"Loan  Documents")  remain in full force and effect and are hereby  ratified and
confirmed, except to the extent modified by this Agreement, by Borrower.

                  All Financial Statements and disclosures submitted to the Bank
under the Loan Documents are true and accurate in all material respects.  Except
as previously  disclosed to the Bank,  there has been no material adverse change
in the financial condition or operations of Borrower.

The Loan Documents are not subject to any offset, claim, or defense by Borrower.

All liens  granted by  Borrower to the Bank (i) remain in full force and effect,
(ii) are not subject to any claim or defense,  and (iii) retain a first priority
lien position.

To the best of  Borrower's  knowledge,  there are no  liens,  other  than  liens
granted under the Loan Documents, on any real or personal property of Borrower.



<PAGE>


(The Borrower agrees to execute such additional documents and to take such other
action  as may be  reasonably  requested  by the  Bank  to give  effect  to this
Modification.

The Term Loan,  Term Loan Facility and Seasonal Loan Agreement is hereby amended
accordingly but otherwise shall remain in full force and effect.

                               CoBANK, ACB (formerly known as Springfield
                                             Bank for Cooperatives)


                              By /s/ Ralph Lawrence
                                     Its Vice President


ACCEPTED AND AGREED TO:  12/26/96
                          (Date)
CURTICE-BURNS FOODS, INC. (successor to merger between PF
Acquisition Corp. and Curtice-Burns Foods, Inc.)


By  /s/ William D. Rice
        Its Senior Vice President

ACKNOWLEDGED AND AGREED TO:  12/26/96
                              (Date)
PRO-FAC COOPERATIVE, INC.


By  /s/ William D. Rice
        Its Assistant Treasurer

ACKNOWLEDGED AND AGREED TO:         12/26/96
                                     (Date)
CURTICE-BURNS EXPRESS, INC.
HUSMAN SNACK FOODS COMPANY, INC.
KENNEDY ENDEAVORS, INCORPORATED
SEASONAL EMPLOYERS, INC.
PRO-FAC HOLDING COMPANY OF IOWA, INC.


By  /s/ William D. Rice
        Its Vice President

<PAGE>


                                   CoBANK, ACB


                                                   LOAN AGREEMENT NO. T-6184-I,
                                              T-6186-I, S-6183-I, and S-6181-I

                                                     May 27, 1997

CURTICE-BURNS FOODS, INC.

                                 MODIFICATION OF

            TERM LOAN, TERM LOAN FACILITY AND SEASONAL LOAN AGREEMENT


IT IS AGREED, That the Term Loan, Term Loan Facility and Seasonal Loan Agreement
dated as of November 3, 1994,  entered into between  Curtice-Burns  Foods,  Inc.
(successor to merger between PF Acquisition Corp. and Curtice-Burns Foods, Inc.)
("Borrower") and Springfield  Bank for  Cooperatives,  now known as CoBank,  ACB
("Bank"),as amended, is hereby further amended as follows:

(1) Section 1.1 entitled Defined Terms is modified by changing the definition of
"Maximum Credit" to, at any time, Sixty-Six Million Dollars ($66,000,000).

(2) Section 2.7  entitled  Seasonal  Loan  Facility is modified by limiting  the
Seasonal  Loans to an  aggregate  principal  amount  not to  exceed  at any time
outstanding  the  lesser of (a) the  lesser  of (i)  Sixty-Six  Million  Dollars
($66,000,000)  and (ii) the Borrowing  Base,  and (b) the Curtice -Burns Maximum
Credit (the "Seasonal Loan Commitment").

(3) Section 3.7  entitled  L/C Limit is  modified  by  increasing  the L/C Limit
outstanding at any time to Eighteen Million Dollars ($18,000,000).


                  All terms of the Term Loan,  Term Loan  Facility  and Seasonal
Loan Agreement and any other related loan and collateral documents (collectively
"Loan  Documents")  remain in full force and effect and are hereby  ratified and
confirmed, except to the extent modified by this Agreement, by Borrower.

All Financial  Statements and  disclosures  submitted to the Bank under the Loan
Documents are true and accurate in all material  respects.  Except as previously
disclosed  to the  Bank,  there  has  been no  material  adverse  change  in the
financial condition or operations of Borrower.

The Loan Documents are not subject to any offset, claim, or defense by Borrower.

All liens  granted by  Borrower to the Bank (i) remain in full force and effect,
(ii) are not subject to any claim or defense,  and (iii) retain a first priority
lien position.

To the best of  Borrower's  knowledge,  there are no  liens,  other  than  liens
granted under the Loan Documents, on any real or personal property of Borrower.


<PAGE>



The Borrower agrees to execute such additional  documents and to take such other
action  as may be  reasonably  requested  by the  Bank  to give  effect  to this
Modification.

The Term Loan,  Term Loan Facility and Seasonal Loan Agreement is hereby amended
accordingly but otherwise shall remain in full force and effect.

                             CoBANK, ACB (formerly known as Springfield
                                          Bank for Cooperatives)


                              By /s/ Ralph Lawrence
                                     Its Vice President


ACCEPTED AND AGREED TO:  May 27, 1997
                            (Date)
CURTICE-BURNS FOODS, INC. (successor to merger between PF
Acquisition Corp. and Curtice-Burns Foods, Inc.)


By  /s/ Earl L. Powers
        Its Vice President

ACKNOWLEDGED AND AGREED TO:  May 27, 1997
                               (Date)
PRO-FAC COOPERATIVE, INC.


By  Earl L. Powers
    Its Vice President

ACKNOWLEDGED AND AGREED TO:  May 27, 1997
                                (Date)
CURTICE-BURNS EXPRESS, INC.
HUSMAN SNACK FOODS COMPANY, INC.
KENNEDY ENDEAVORS, INCORPORATED
SEASONAL EMPLOYERS, INC.
PRO-FAC HOLDING COMPANY OF IOWA, INC.


By  /s/ Earl L. Powers
        Its Vice President

<PAGE>


                         THIRD MODIFICATION OF GUARANTY



This  Modification  of Guaranty dated May 27, 1997 made by Pro-Fac  Cooperative,
Inc.  ("Guarantor")  modifies  the  Guaranty  dated as of November  3, 1994,  as
amended,  made by Guarantor in favor of the Springfield  Bank for  Cooperatives,
now known as CoBank, ACB.

The Guaranty referenced above is modified as follows:

(1)  Section 10  entitled  Financial  Covenants  is  modified  by  striking  out
subsection 10.1 entitled Minimum Working Capital and substituting new subsection
10.1 entitled Minimum Working Capital reading as follows:

         10.1 Minimum Working  Capital.  The Guarantor will achieve and maintain
consolidated  working  capital  of not  less  than  Fifty-Five  Million  Dollars
($55,000,000) as of May 31, 1997 and the end of each month thereafter.


The Guaranty is hereby amended  accordingly  but otherwise  shall remain in full
force and effect.

IN WITNESS WHEREOF,  Pro-Fac  Cooperative,  Inc. has executed and delivered this
Modification of Guaranty on May 27, 1997.


                                            PRO-FAC COOPERATIVE, INC.



                                            By  /s/ Earl L. Powers
                                            Its Vice President - Finance




<PAGE>


                                   CoBANK, ACB


                                                  LOAN AGREEMENT NO. PROSEAS-B

                                                     May 27, 1997

PRO-FAC COOPERATIVE, INC.

                                 MODIFICATION OF

                             SEASONAL LOAN AGREEMENT


IT IS  AGREED,  That the  Seasonal  Loan  Agreement  dated as of June 28,  1996,
entered into between Pro-Fac  Cooperative,  Inc.  ("Borrower")  and CoBank,  ACB
("Bank") is hereby amended as follows:

(1) Section 1.1 entitled Defined Terms is modified by changing the definition of
"Maximum Credit" to, at any time, Sixty-Six Million Dollars ($66,000,000).

(2) Section 2.7 entitled  Seasonal Loans is deleted in its entirety and therefor
a new section is substituted reading as follows:

         Seasonal  Loans.  The Bank  agrees  upon the terms and  subject  to the
conditions  set forth in this  Agreement to make Seasonal  Loans (the  "Seasonal
Loans" or  "Loans")  to the  Borrower  from time to time  during the period from
January 3, 1997 through December 31, 1997 in an aggregate principal amount ( the
"Seasonal Loan Commitment" or "Commitment")  not to exceed the lesser of (a) the
lesser  of (i)  $20,000,000  and (ii)  the  Borrowing  Base and (b) the  Pro-Fac
Maximum Credit. Within the limits of the Seasonal Loan Commitment,  the Borrower
may borrow,  repay  pursuant to Section 2.16 and reborrow  under Section 2.7 The
Bank may, at its option,  renew the  Seasonal  Loan  Commitment  for one or more
successive one (1)-year periods from and after December 31, 1997.


                  All terms of the Seasonal Loan Agreement and any other related
loan and collateral  documents  (collectively  "Loan Documents")  remain in full
force and effect and are hereby  ratified  and  confirmed,  except to the extent
modified by this Agreement, by Borrower.

                  All Financial Statements and disclosures submitted to the Bank
under the Loan Documents are true and accurate in all material respects.  Except
as previously  disclosed to the Bank,  there has been no material adverse change
in the financial condition or operations of Borrower.

The Loan Documents are not subject to any offset, claim, or defense by Borrower.

All liens  granted by  Borrower to the Bank (i) remain in full force and effect,
(ii) are not subject to any claim or defense,  and (iii) retain a first priority
lien position.

 To the best of  Borrower's  knowledge,  there are no liens,  other  than  liens
granted under the Loan Documents, on any real or personal property of Borrower.


<PAGE>



The Borrower agrees to execute such additional  documents and to take such other
action  as may be  reasonably  requested  by the  Bank  to give  effect  to this
Modification.

The Seasonal Loan Agreement is hereby amended  accordingly  but otherwise  shall
remain in full force and effect.
                                                   CoBANK, ACB


                                           By /s/ Ralph Lawrence
                                                   Its Vice President


                                               PRO-FAC COOPERATIVE, INC.


                                           By /s/ Earl L. Powers
                                                  Its Vice President - Finance