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EXHIBIT 10.2

                                                                  EXECUTION COPY


                          REGISTRATION RIGHTS AGREEMENT


                                                               December 23, 2005


To Each of the Purchasers Named
on the Signature Pages Hereof


Ladies and Gentlemen:


                  On the date hereof, Levine Leichtman Capital Partners II,
L.P., a California limited partnership ("Seller"), sold to the Purchasers (as
defined herein) upon the terms set forth in the Stock Purchase Agreement (as
defined herein) shares of the common stock, par value $0.01 per share (the
"Securities"), of Overhill Farms, Inc., a Nevada corporation (the "Company"). As
an inducement to the Purchasers to enter into the Stock Purchase Agreement and
in satisfaction of a condition to the obligations of the Purchasers thereunder,
the Company agrees with each Purchaser for the benefit of holders (as defined
herein) from time to time of the Registrable Securities (as defined herein) as
follows:

                  1. DEFINITIONS. Capitalized terms used herein without
definition shall have the meanings ascribed thereto in the Stock Purchase
Agreement. As used in this Agreement, the following defined terms shall have the
following meanings:

                  "AFFILIATE" of any specified person means any other person,
which, directly or indirectly, is in control of, is controlled by, or is under
common control with such specified person. For purposes of this definition,
control of a person means the power, direct or indirect, to direct or cause the
direction of the management and policies of such person whether by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

                  "BUSINESS DAY" means each Monday, Tuesday, Wednesday, Thursday
and Friday that is not a day on which banking institutions in Los Angeles,
California are authorized or obligated by law or executive order to close.

                  "CLOSING DATE" means the date of consummation of the
transactions contemplated by the Stock Purchase Agreement.

                  "COMMISSION" means the United States Securities and Exchange
Commission, or any other federal agency at the time administering the Exchange
Act or the Securities Act, whichever is the relevant statute for the particular
purpose.

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                  "COMMON STOCK" means the Company's common stock, par value
$0.01 per share.

                  "EFFECTIVENESS DEADLINE DATE" means the earlier of (a) the
90th calendar day following the Closing Date; PROVIDED, that, if the Commission
reviews and has comments to the filed Shelf Registration Statement that would
require the filing of a pre-effective amendment thereto with the Commission,
then the Effectiveness Deadline Date under this clause (a) shall be the 120th
calendar day following the Closing Date, and (b) the fifth trading day following
the date on which the Company is notified by the Commission that the initial
Shelf Registration Statement will not be reviewed or is no longer subject to
further review and comments.

                  "EFFECTIVENESS PERIOD" has the meaning assigned thereto in
Section 2(b)(i) hereof.

                  "EFFECTIVE TIME" means the date and time on which the
Commission declares the Shelf Registration Statement effective or on which the
Shelf Registration Statement otherwise becomes effective.

                  "ELECTING HOLDER" has the meaning assigned thereto in Section
3(a)(ii) hereof.

                  "EXCHANGE ACT" means the United States Securities Exchange Act
of 1934, as amended.

                  "FILING DEADLINE DATE" means the 45th calendar day following
the Closing Date.

                  "HOLDER" means, when used with respect to any Security, the
record holder of such Security.

                  "NASD RULES" means the Rules of the National Association of
Securities Dealers, Inc., as amended from time to time.

                  "NOTICE AND QUESTIONNAIRE" means a Selling Securityholder
Questionnaire, substantially in the form of EXHIBIT A attached hereto, relating
to the Securities.

                  "PERSON" means an individual, partnership, corporation, trust
or unincorporated organization, or a government or agency or political
subdivision thereof.

                  "PROSPECTUS" means the prospectus (including, without
limitation, any preliminary prospectus, any final prospectus and any prospectus
that discloses information previously omitted from a prospectus filed as part of
an effective registration statement in reliance upon Rule 430A or Rule 430B
under the Securities Act) included in the Shelf Registration Statement, as
amended or supplemented by any prospectus supplement with respect to the terms
of the offering of any portion of the Registrable Securities covered by the
Shelf Registration Statement and by all other amendments and supplements to such
prospectus, including all material incorporated by reference in such prospectus
and all documents filed after the date of such prospectus by the Company under
the Exchange Act and incorporated by reference therein.

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                  "PURCHASERS" means the Purchasers named on the signature pages
of the Stock Purchase Agreement.

                  "REGISTRABLE SECURITIES" means only those Securities which are
actually sold by Seller to a Purchaser pursuant to the Stock Purchase Agreement,
and any securities issued thereon as a stock dividend or in connection with a
stock split or recapitalization occurring prior to the filing of the shelf
registration statement, or, if occurring following the filing of the Shelf
Registration Statement, as contemplated by Rule 416 of the Securities Act;;
PROVIDED, HOWEVER, that any such securities shall cease to be Registrable
Securities when they are no longer Restricted Securities.

                  "RESTRICTED SECURITIES" means any Securities except any such
Securities that (i) have been registered pursuant to an effective registration
statement under the Securities Act and sold in a manner contemplated by the
Shelf Registration Statement, (ii) have been transferred in compliance with Rule
144 under the Securities Act (or any successor provision thereto) or are
transferable pursuant to paragraph (k) of such Rule 144 (or any successor
provision thereto), or (iii) have otherwise been transferred and new Securities
not subject to transfer restrictions under the Securities Act have been
delivered by or on behalf of the Company.

                  "RULES AND REGULATIONS" means the published rules and
regulations of the Commission promulgated under the Securities Act or the
Exchange Act, as in effect at any relevant time.

                  "SECURITIES ACT" means the United States Securities Act of
1933, as amended.

                  "SHELF REGISTRATION" means a registration effected pursuant to
Section 2 hereof.

                  "SHELF REGISTRATION STATEMENT" means a "shelf" registration
statement filed under the Securities Act providing for the registration of, and
the sale on a continuous or delayed basis by the holders of, all of the
Registrable Securities pursuant to Rule 415 under the Securities Act and/or any
similar rule that may be adopted by the Commission, filed by the Company
pursuant to the provisions of Section 2 of this Agreement, including the
Prospectus contained therein, any amendments and supplements to such
registration statement, including post-effective amendments, and all exhibits
and all material incorporated by reference in such registration statement.

                  "STOCK PURCHASE AGREEMENT" means the Stock Purchase Agreement,
dated as of the date hereof, by and among Seller, the Company and the
Purchasers.

                  2. SHELF REGISTRATION.

                  (a) The Company shall, (i) use its reasonable best efforts to
file with the Commission on or prior to the Filing Deadline Date a Shelf
Registration Statement covering the offer and sale of the Registrable
Securities, and (ii) use its reasonable best efforts to cause such Shelf
Registration Statement to be declared effective under the Securities Act on or
prior to the Effectiveness Deadline Date; PROVIDED, HOWEVER, that no holder
shall be entitled to be named as a selling securityholder in the Shelf


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Registration Statement or to use the Prospectus for resales of Registrable
Securities unless such holder is an Electing Holder. The Shelf Registration
Statement shall be on Form S-3 (except if the Company is not then eligible to
register for resale the Registrable Securities on Form S-3, in which case such
registration shall be on another appropriate form for such purpose) and shall
contain (except if otherwise required pursuant to written comments received from
the Commission upon a review of such Shelf Registration Statement) the "Plan of
Distribution" attached hereto as ANNEX A.

                  (b) The Company shall use its reasonable best efforts to keep
the Shelf Registration Statement continuously effective in order to permit the
Prospectus to be usable by holders for resales of Registrable Securities until
the earliest to occur of (A) the date which is 24 months after the date hereof,
(B) the date upon which all Registrable Securities registered under the Shelf
Registration Statement have been sold thereunder, and (C) the date upon which
all of the Securities cease to be Restricted Securities (such period being
referred to herein as the "Effectiveness Period").

                  (c) If, without regard for the reason thereunder or efforts
therefor (i) such Shelf Registration Statement covering the Registrable
Securities is not filed with the Commission on or prior to the Filing Deadline
Date, (ii) such Shelf Registration Statement covering the Registrable Securities
is not declared effective by the Commission on or prior to the Effectiveness
Deadline Date or (iii) after the Effective Time, such Shelf Registration
Statement ceases for any reason to be effective or any Prospectus thereunder
ceases to be usable with respect to any Registrable Securities it is required to
cover at any time prior to the expiration of the Effectiveness Period for more
than an aggregate of 45 trading days (which need not be consecutive), excluding
(x) grace periods of not more than 15 trading days during which a post-effective
amendment is required to be filed to include in the Shelf Registration Statement
material information previously not included in the Shelf Registration
Statement, or to correct a material misstatement set forth in the Shelf
Registration Statement, in each case due to facts or circumstances arising
subsequent to the effectiveness of the Shelf Registration Statement or any
post-effective amendment thereto, or to otherwise provide information necessary
to comply with Section 10(a)(3) of the Securities Act regarding the age of
financial statements included therein, provided that the Company diligently
prepares and files any such post-effective amendment as soon as practicable and
diligently works to have any such post-effective amendment declared effective by
the Commission and (y) grace periods of not more than 5 trading days for the
preparation and filing with the Commission of any prospectus supplement (any
such failure or breach described in clauses (i), (ii) or (iii) above being
referred to as an "EVENT", and for purposes of clauses (i) or (ii) the date on
which such Event occurs, or for purposes of clause (iii) the date which such 45
trading day-period is exceeded, being referred to as "EVENT DATE"), then in
addition to any other rights the Electing Holders may have hereunder or under
applicable law: (A) on each such Event Date, the Company shall become obligated
to pay to each Electing Holder an amount in cash, as liquidated damages and not
as a penalty, equal to 1.0% of the aggregate purchase price paid by such
Electing Holder for those Registrable Securities that are still owned by such
Electing Holder on the Event Date; and (B) on each 30-day anniversary of each


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such Event Date (if the applicable Event shall not have been cured by such date)
until the applicable Event is cured, the Company shall become obligated to pay
to each Electing Holder an amount in cash, as liquidated damages and not as a
penalty, equal to 1.0% of the aggregate purchase price paid by such Electing
Holder for those Registrable Securities that are still owned by such Electing
Holder on each such 30-day anniversary of the Event Date. The liquidated damages
payable by the Company pursuant to the terms hereof shall apply with respect to
periods following the Event Date on a daily pro-rata basis for any portion of a
30-day period prior to the cure of an Event. No such payments shall be payable
in respect of any securities that are not Registrable Securities. Liquidated
damages payments payable by the Company under this Section 2(c) shall be paid by
the Company to each Electing Holder by wire transfer of immediately available
funds not later than three Business Days following the first Event Date and,
thereafter, not later than three Business Days following the end of each 30-day
period and any portion of a 30-day period prior to the cure of an Event.

                  3. REGISTRATION PROCEDURES. In connection with the Shelf
Registration Statement, the following provisions shall apply:

                  (a) Not less than 20 calendar days prior to the Effective
Time, the Company shall send the Notice and Questionnaire to the holders of
Registrable Securities. No holder shall be entitled to be named as a selling
securityholder in the Shelf Registration Statement as of the Effective Time, and
no holder shall be entitled to use the Prospectus for resales of Registrable
Securities at any time, unless such holder has returned a completed and signed
Notice and Questionnaire to the Company by the deadline for response set forth
therein; PROVIDED, HOWEVER, holders of Registrable Securities shall have at
least 10 calendar days from the date on which the Notice and Questionnaire is
first sent to such holders to return a completed and signed Notice and
Questionnaire to the Company. The term "Electing Holder" shall mean any holder
of Registrable Securities that has returned a completed and signed Notice and
Questionnaire to the Company in accordance with this Section 3(a).

                  (b) The Company shall furnish to each Electing Holder no fewer
than five Business Days prior to the initial filing of the Shelf Registration
Statement, a copy of such Shelf Registration Statement, and shall furnish to
such holders no fewer than two Business Days prior to the filing of any
amendment or supplement to the Prospectus, a copy of such amendment or
supplement and shall reflect in each such document when so filed with the
Commission such comments as such holders reasonably may propose; provided,
however, that the Company shall make the final decision as to the form and
content of each such document. If the Shelf Registration Statement refers to any
Electing Holder by name or otherwise as the holder of any securities of the
Company, then such Electing Holder shall have the right to require (i) the
insertion therein of language, in form and substance reasonably satisfactory to
such Electing Holder, to the effect that the holding by such Electing Holder of
such securities is not to be construed as a recommendation by such Electing
Holder of the investment quality of the Company's securities covered thereby and
that such holding does not imply that such Electing Holder will assist in
meeting any future financial requirements of the Company, or (ii) in the event
that such reference to such Electing Holder by name or otherwise is not required
by the Securities Act or any similar Federal statute then in force, the deletion
of the reference to such Electing Holder in any amendment or supplement to the
Registration Statement filed or prepared subsequent to the time that such
reference ceases to be required.

                  (c) From the date hereof until the end of the Effectiveness
Period, the Company shall (subject to paragraph (j) below) promptly take such
action as may be necessary so that (i) each of the Shelf Registration Statement
and any amendment thereto and the Prospectus and any amendment or supplement
thereto (and each report or other document incorporated by reference therein in
each case) complies in all material respects with the Securities Act and the


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Exchange Act and the respective Rules and Regulations thereunder, (ii) each of
the Shelf Registration Statement and any amendment thereto does not, when it
becomes effective, contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading, and (iii) each of the Prospectus and any
amendment or supplement to the Prospectus does not at any time during the
Effectiveness Period include an untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading.

                  (d) Each Electing Holder shall promptly advise the Company in
writing if changes in the Shelf Registration Statement or the Prospectus are
required in order that disclosures made in the Shelf Registration Statement and
Prospectus based upon information previously provided by the Electing Holder for
use in the Shelf Registration Statement and the Prospectus do not contain an
untrue statement of a material fact and do not omit to state a material fact
required to be stated therein or necessary to make the statements therein (in
the case of the Prospectus, in light of the circumstances under which they are
made) not misleading. The Company shall promptly advise each Electing Holder in
writing (which notice pursuant to clauses (iii) through (v) hereof shall be
accompanied by an instruction to suspend the use of the Prospectus until the
requisite changes have been made):

                           (i) when the Shelf Registration Statement and any
         amendment thereto has been filed with the Commission and when the Shelf
         Registration Statement or any post-effective amendment thereto has
         become effective;

                           (ii) when the Commission notifies the Company whether
         there will be a "review" of the Shelf Registration Statement and
         whenever the Commission comments in writing on the Shelf Registration
         Statement (the Company shall provide true and complete copies thereof
         and all written responses thereto to each of the Electing Holders that
         pertain to such holders as a selling stockholder or to the Plan of
         Distribution, but not information which the Company believes would
         constitute material and non-public information);

                           (iii) of the issuance by the Commission of any stop
         order suspending the effectiveness of the Shelf Registration Statement
         or the initiation of any proceedings for such purpose;

                           (iv) of the receipt by the Company of any
         notification with respect to the suspension of the qualification of the
         securities included in the Shelf Registration Statement for sale in any
         jurisdiction or the initiation of any proceeding for such purpose; and

                           (v) if changes in the Shelf Registration Statement or
         the Prospectus are required in order that the Shelf Registration
         Statement and Prospectus do not contain an untrue statement of a
         material fact and do not omit to state a material fact required to be
         stated therein or necessary to make the statements therein (in the case
         of the Prospectus, in light of the circumstances under which they were
         made) not misleading.

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                  (e) The Company shall use its reasonable best efforts to
prevent the issuance, and if issued to obtain the withdrawal, of any order
suspending the effectiveness of the Shelf Registration Statement at the earliest
practicable time.

                  (f) The Company shall furnish to each requesting Electing
Holder, without charge, at least one copy of the Shelf Registration Statement
and all post-effective amendments thereto, including financial statements and
schedules, and, if such holder so requests in writing, all reports, other
documents and exhibits that are filed with or incorporated by reference in the
Shelf Registration Statement.

                  (g) The Company shall, during the Effectiveness Period,
deliver to each Electing Holder, without charge, as many copies of the
Prospectus (including each preliminary Prospectus) and any amendment or
supplement thereto as such Electing Holder may reasonably request; and the
Company consents (except during the continuance of any event described in
Section 3(d)(iii), Section 3(d)(iv) or Section 3(d)(v) above or any pending
corporate development described in Section 3(j)) to the use of the Prospectus
and any amendment or supplement thereto by each of the Electing Holders in
connection with the offering and sale of the Registrable Securities covered by
the Prospectus and any amendment or supplement thereto during the Effectiveness
Period.

                  (h) Prior to any offering of Registrable Securities pursuant
to the Shelf Registration Statement, the Company shall, unless appropriate
exemptions are available, (i) register or qualify the registration or
qualification of such Registrable Securities for offer and sale under the
securities or "blue sky" laws of such jurisdictions within the United States as
any Electing Holder may reasonably request, (ii) keep such registrations or
qualifications in effect and comply with such laws so as to permit the
continuance of offers and sales in such jurisdictions for so long during the
Effectiveness Period as may be necessary to enable any Electing Holder to
complete its distribution of Registrable Securities pursuant to the Shelf
Registration Statement, and (iii) take any and all other actions necessary or
advisable to enable the disposition in such jurisdictions of such Registrable
Securities; PROVIDED, HOWEVER, that in no event shall the Company be obligated
to (A) qualify as a foreign corporation or as a dealer in securities in any
jurisdiction where it would not otherwise be required to so qualify but for this
Section 3(h), or (B) file any general consent to service of process in any
jurisdiction where it is not then so subject.

                  (i) The Company shall cooperate with the Electing Holders to
facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be sold pursuant to the Shelf Registration Statement,
which certificates shall meet the requirements of any securities exchange on
which the Company's Common Stock is then listed and which certificates shall be
in such permitted denominations as Electing Holders may request in connection
with the sale of Registrable Securities pursuant to the Shelf Registration
Statement.

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                  (j) Upon the occurrence of any fact or event contemplated by
Section 3(d)(iii), Section 3(d)(iv) or Section 3(d)(v) above, the Company shall
(subject to the next sentence) promptly prepare a post-effective amendment or
supplement to the Shelf Registration Statement or the Prospectus, or any
document incorporated therein by reference, or file any other required document
so that, as thereafter delivered to purchasers of the Registrable Securities
included therein, the Prospectus will not include an untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading. If the Company notifies the Electing Holders in accordance
with clauses (iii) through (v) of Section 3(d) above to suspend the use of the
Prospectus until the requisite changes to the Prospectus have been made, then
each Electing Holder shall suspend the use of the Prospectus until (i) such
Electing Holder has received copies of the supplemented or amended Prospectus
contemplated by the preceding sentence, or (ii) such Electing Holder is advised
in writing by the Company that the use of the Prospectus may be resumed and has
received copies of any additional or supplemental filings that are incorporated
by reference in the Prospectus. Notwithstanding the foregoing, the Company shall
not be required to amend or supplement the Shelf Registration Statement, any
related Prospectus or any document incorporated by reference therein for a
period not to exceed 15 consecutive days (or 45 days in the aggregate in any
calendar year) if there occurs or exists any pending corporate development the
disclosure of which would, in the judgment of the Company, be harmful to the
business, operations, prospects, or condition (financial or otherwise) of the
Company and its subsidiaries, taken as a whole.

                  (k) The Company shall comply with all applicable Rules and
Regulations, and shall make generally available to all holders as soon as
practicable, but in any event not later than eighteen months after (i) the
effective date (as defined in Rule 158(c) under the Securities Act) of the Shelf
Registration Statement, (ii) the effective date of each post-effective amendment
to the Shelf Registration Statement, and (iii) the date of each filing by the
Company with the Commission of an Annual Report on Form 10-K that is
incorporated by reference in the Shelf Registration Statement, an earnings
statement of the Company and its subsidiaries complying with Section 11(a) of
the Securities Act and the Rules and Regulations of the Commission thereunder
(including, at the option of the Company, Rule 158).

                  (l) The Company shall use its reasonable best efforts to take
all other steps necessary to effect the registration contemplated hereby.

                  4. REGISTRATION EXPENSES.

                  (a) All fees and expenses incident to the performance of or
compliance with this Agreement by the Company shall be borne by it whether or
not any Shelf Registration Statement is filed or becomes effective and whether
or not any securities are issued or sold pursuant to any Shelf Registration
Statement. The fees and expenses referred to in the foregoing sentence shall
include, without limitation, (i) all registration and filing fees (including
without limitation fees and expenses incurred in connection with compliance with
securities or Blue Sky laws), (ii) printing expenses (including without
limitation expenses of printing certificates for Registrable Securities and of
printing or reproducing Prospectuses, (iii) messenger, telephone and delivery
expenses, (iv) fees and disbursements of independent certified public


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accountants whose consent may be required, (v) Securities Act liability
insurance, if the Company desires such insurance, and (vi) fees and expenses of
all other persons retained by the Company. In addition, the Company shall pay
its internal expenses (including without limitation all salaries and expenses of
its officers and employees performing legal or accounting duties), the expense
of any annual audit, and the fees and expenses incurred in connection with the
listing of the Securities on the American Stock Exchange or such other stock
exchange or trading system, if any, on which the Common Stock then trades.
Notwithstanding the foregoing or anything in this Agreement to the contrary,
each holder of the Registrable Securities being registered shall pay all
commissions and underwriting discounts with respect to any Registrable
Securities sold by it and the fees and disbursements of any counsel or other
advisors or experts retained by such holders (severally or jointly).

                  5. INDEMNIFICATION AND CONTRIBUTION.

                  (a) INDEMNIFICATION BY THE COMPANY. Upon the registration of
the Registrable Securities pursuant to Section 2 hereof, the Company shall
indemnify and hold harmless each Electing Holder and each underwriter, selling
agent or other securities professional, if any, which facilitates the
disposition of Registrable Securities, and each of their respective officers and
directors and each person who controls such Electing Holder, underwriter,
selling agent or other securities professional within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act (each such person being
sometimes referred to as an "Indemnified Person") against any losses, claims,
damages or liabilities, joint or several, to which such Indemnified Person may
become subject under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon an untrue statement of a material fact contained in any Shelf
Registration Statement or any Prospectus contained therein or furnished by the
Company to any Indemnified Person, or any amendment or supplement thereto, or
arise out of or are based upon the omission to state therein a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances in which they were made, not misleading, and the
Company hereby agrees to reimburse such Indemnified Person for any legal or
other expenses reasonably incurred by them in connection with investigating or
defending any such action or claim as such expenses are incurred; provided,
HOWEVER, that the Company shall not be liable to any such Indemnified Person in
any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon an untrue statement or omission made in such
Shelf Registration Statement or Prospectus, or amendment or supplement thereto,
in reliance upon and in conformity with written information furnished to the
Company by or on behalf of such Indemnified Person expressly for use therein;
PROVIDED, FURTHER, HOWEVER, that the foregoing indemnity agreement with respect
to any Prospectus shall not inure to the benefit of any Indemnified Person who
failed to deliver a final Prospectus or an amendment or supplement thereto
(provided by the Company to the several Indemnified Persons in the requisite
quantity and on a timely basis to permit proper delivery on or prior to the
relevant transaction date) to the person asserting any losses, claims, damages
and liabilities and judgments caused by any untrue statement of a material fact
contained in any Prospectus, or caused by any omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading, if such material misstatement or omission was cured in such final
Prospectus or amendment or supplement thereto.

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                  (b) INDEMNIFICATION BY THE HOLDERS. Each Electing Holder
agrees, as a consequence of the inclusion of any of such holder's Registrable
Securities in any Shelf Registration Statement, severally and not jointly, to
(i) indemnify and hold harmless the Company, its directors, its officers who
sign such Shelf Registration Statement and each person, if any, who controls the
Company within the meaning of either Section 15 of the Securities Act or Section
20 of the Exchange Act, against any losses, claims, damages or liabilities to
which the Company or such other persons may become subject, under the Securities
Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon an untrue statement
of a material fact contained in such Shelf Registration Statement or Prospectus,
or any amendment or supplement thereto, or arise out of or are based upon the
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or omission was made
in reliance upon and in conformity with written information furnished to the
Company by or on behalf of such holder for use therein and (ii) reimburse the
Company and its directors and its officers who sign such Shelf Registration
Statement for any legal or other expenses reasonably incurred by the Company and
such directors and officers in connection with investigating or defending any
such action or claim as such expenses are incurred.

                  (c) NOTICES OF CLAIMS, ETC. Promptly after receipt by an
indemnified party under this Section 5 of notice of the commencement of any
action (including any governmental action), such indemnified party will, if a
claim in respect thereof is to be made against any indemnifying party under this
Section 5, deliver to the indemnifying party a written notice of the
commencement thereof and the indemnifying party shall have the right to
participate in and to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party shall
have the right to retain its own counsel, with the reasonably incurred fees and
expenses of one such counsel for all indemnified parties to be reimbursed by the
indemnifying party if representation of any such indemnified party by the
counsel retained by the indemnifying party would be inappropriate under
applicable standards of professional conduct due to actual or potential
conflicting interests between such indemnified party and any other party
represented by such counsel in such proceeding. Except as specified in the
immediately preceding sentence, after notice from an indemnifying party to an
indemnified party of such indemnifying party's election to assume the defense
pursuant to the immediately preceding sentence, such indemnifying party shall
not be liable to the indemnified party under this Section 5 for any legal
expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof other
than reasonable costs of investigation. The failure to deliver written notice to
the indemnifying party within a reasonable time of the commencement of any such
action shall not relieve such indemnifying party of liability to the indemnified
party under this Section 5 with respect to such action, except to the extent
prejudicial to its ability to defend such action, and shall not relieve it of
any liability that it may have to any indemnified party otherwise than under
this Section 5 or with respect to any other action except to the extent the
indemnifying party is materially prejudiced as a result of not receiving such
notice. No indemnifying party shall, without the written consent of the
indemnified party, which consent will not be unreasonably withheld, effect the
settlement or compromise of, or consent to the entry of any judgment with
respect to, any pending or threatened action or claim in respect of which


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indemnification or contribution may be sought hereunder (whether or not the
indemnified party is an actual or potential party to such action or claim)
unless such settlement, compromise or judgment (i) includes an unconditional
release of the indemnified party from all liability arising out of such action
or claim and (ii) does not include a statement as to, or an admission of, fault,
culpability or a failure to act, by or on behalf of any indemnified party.

                  (d) CONTRIBUTION. If the indemnification provided for in this
Section 5 is unavailable to or insufficient to hold harmless an indemnified
party under subsection (a) or (b) of this Section 5 in respect of any losses,
claims, damages or liabilities (or actions in respect thereof) referred to
therein, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) in such proportion as is appropriate
to reflect the relative fault of the indemnifying party and the indemnified
party in connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities (or actions in respect thereof), as well
as any other relevant equitable considerations. The relative fault of such
indemnifying party and indemnified party shall be determined by reference to,
among other things, whether the untrue statement of a material fact or omission
to state a material fact relates to information about such indemnifying party or
indemnified party supplied by such indemnifying party or by such indemnified
party, and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The parties hereto
agree that it would not be just and equitable if contribution pursuant to this
Section 5(d) were determined by PRO RATA allocation (even if the Electing
Holders or any underwriters, selling agents or other securities professionals or
all of them were treated as one entity for such purpose) or by any other method
of allocation which does not take account of the equitable considerations
referred to in this Section 5(d). The amount paid or payable by an indemnified
party as a result of the losses, claims, damages or liabilities (or actions in
respect thereof) referred to above shall be deemed to include any legal or other
fees or expenses reasonably incurred by such indemnified party in connection
with investigating or defending any such action or claim. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The obligations of the Electing
Holders and any underwriters, selling agents or other securities professionals
in this Section 5(d) to contribute shall be several in proportion to the
percentage of Registrable Securities registered or underwritten, as the case may
be, by them and not joint.

                  (e) Notwithstanding any other provision of this Section 5, in
no event will any (i) Electing Holder be required to undertake liability to any
person under this Section 5 for any amounts in excess of the dollar amount of
the proceeds to be received by such holder from the sale of such holder's
Registrable Securities (after deducting any fees, discounts and commissions
applicable thereto) pursuant to any Shelf Registration Statement and (ii)
underwriter, selling agent or other securities professional be required to
undertake liability to any person hereunder for any amounts in excess of the
discount, commission or other compensation payable to such underwriter, selling
agent or other securities professional with respect to the Registrable
Securities underwritten by it and distributed to the public.

                                      -11-
<PAGE>

                  (f) The obligations of the Company under this Section 5 shall
be in addition to any liability that the Company may otherwise have to any
Indemnified Person and the obligations of any Indemnified Person under this
Section 5 shall be in addition to any liability that such Indemnified Person may
otherwise have to the Company. The remedies provided in this Section 5 are not
exclusive and shall not limit any rights or remedies that may otherwise be
available to an indemnified party at law or in equity.

                  6. RULES 144 AND 144A.

                  The Company agrees, for so long as any Registrable Securities
remain outstanding and during any period in which the Company (a) is not subject
to Section 13 or Section 15(d) of the Exchange Act, to make available, upon
request of any holder of Registrable Securities, to such holder or beneficial
owner of Registrable Securities in connection with any sale thereof and any
prospective purchaser of such Registrable Securities designated by such holder
or beneficial owner, the information required by Rule 144A(d)(4) under the
Securities Act, and (b) is subject to Section 13 or Section 15 (d) of the
Exchange Act, to make all filings required thereby in a timely manner in order
to permit resales of such Registrable Securities pursuant to Rule 144 of the
Securities Act.

                  7. MISCELLANEOUS.

                  (a) REMEDIES. The Company acknowledges and agrees that any
failure by the Company to comply with its obligations under this Agreement may
result in material irreparable injury to the Purchasers or the holders of
Registrable Securities for which there is no adequate remedy at law, that it
will not be possible to measure damages for such injuries precisely and that, in
the event of any such failure, the Purchasers or any holder of Registrable
Securities may obtain such relief as may be required to specifically enforce the
Company's obligations hereunder. The Company further agrees to waive the defense
in any action for specific performance that a remedy at law would be adequate.

                  (b) OTHER REGISTRATION RIGHTS. The Company will not, on or
after the date of this Agreement, enter into any agreement with respect to its
securities that conflicts with the rights granted to the holders of Registrable
Securities in this Agreement. The Company shall not permit any securities other
than the Registrable Securities to be included in the Shelf Registration
Statement hereunder. The rights granted to the holders of Registrable Securities
hereunder do not in any way conflict with and are not inconsistent with the
rights granted to the holders of the Company's securities under any agreement in
effect on the date hereof other than any rights of the Seller which are being
terminated in connection with the closing of the transactions contemplated by
the Stock Purchase Agreement.

                  (c) AMENDMENTS AND WAIVERS. The provisions of this Agreement
may not be amended, modified or supplemented, and waivers or consents to or
departures from the provisions hereof may not be given unless the Company has
obtained the written consent of Electing Holders holding not less than 80% of
the Registrable Securities then held by the Electing Holders at such time. In
addition, no amendment to this Agreement that adversely discriminates against an
Electing Holder shall be effective as to such Electing Holder without such
Electing Holder's written consent.

                                      -12-
<PAGE>

                  (d) NOTICES. All notices and other communications provided for
or permitted hereunder shall be given as provided in the Stock Purchase
Agreement.

                  (e) PARTIES IN INTEREST. The parties to this Agreement intend
that all holders of Registrable Securities shall be entitled to receive the
benefits of this Agreement and that any Electing Holder shall be bound by the
terms and provisions of this Agreement by reason of such election with respect
to the Registrable Securities that are included in a Shelf Registration
Statement. All the terms and provisions of this Agreement shall be binding upon,
shall inure to the benefit of and shall be enforceable by the respective
successors and assigns of the parties hereto and any holder from time to time of
the Registrable Securities to the aforesaid extent. In the event that any
transferee of any holder of Registrable Securities shall acquire Registrable
Securities, in any manner, whether by gift, bequest, purchase, operation of law
or otherwise, such transferee shall, without any further writing or action of
any kind, be entitled to receive the benefits of and, if an Electing Holder, be
conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Agreement to the aforesaid extent.

                  (f) COUNTERPARTS. This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

                  (g) HEADINGS. The headings in this agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning, construction or interpretation hereof.

                  (h) GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of California without giving
effect to provisions relating to conflicts of law to the extent the application
of the laws of another jurisdiction would be required thereby.

                  (i) SEVERABILITY. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in any way impaired
or affected thereby, it being intended that all of the rights and privileges of
the parties hereto shall be enforceable to the fullest extent permitted by law.

                  (j) SURVIVAL. The respective indemnities, agreements,
representations, warranties and other provisions set forth in this Agreement or
made pursuant hereto shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Electing Holder, any director, officer or partner of such holder, any
agent or underwriter, any director, officer or partner of such agent or
underwriter, or any controlling person of any of the foregoing, and shall
survive the transfer and registration of the Registrable Securities of such
holder.

                                      -13-
<PAGE>

                  (k) ENTIRE AGREEMENT. This Agreement is intended by the
parties as a final expression of their agreement and intended to be a complete
and exclusive statement of the agreement and understanding of the parties hereto
in respect of the subject matter hereof. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein,
with respect to the registration rights granted with respect to the Registrable
Securities. This Agreement supersedes all prior agreements and understandings
between the parties with respect to such subject matter.

                  (Remainder of page intentionally left blank)

                                      -14-
<PAGE>

                  REGISTRATION RIGHTS AGREEMENT SIGNATURE PAGE

                  IN WITNESS WHEREOF, the Company has caused this Registration
Rights Agreement to be duly executed by its authorized signatory as of the date
first indicated above.

                                   Very truly yours,

                                   OVERHILL FARMS, INC.
                                   2727 East Vernon Avenue
                                   Vernon, California  90058

                                   By:  ____________________________
                                   Name: James Rudis
                                   Title:  Chief Executive Officer and President


                                   With a copy to:

                                   Rutan & Tucker, LLP
                                   611 Anton Blvd., 14th Floor
                                   Costa Mesa, California  92626
                                   Fax:  (714) 546-9035
                                   Attn: Gregg Amber, Esq.


                                      -15-
<PAGE>

                  REGISTRATION RIGHTS AGREEMENT SIGNATURE PAGE


                  Please confirm by signing in the space provided below that the
foregoing correctly sets forth the agreement between the Company and you.


Accepted and Agreed

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Name (Print)


By:
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     Name:
     Title:

Date:
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Address:
         --------------------------------------------

         --------------------------------------------

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Telephone:
           ------------------------------------------
Facsimile:
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E-mail:
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