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                          HANOVER FOODS CORPORATION




                              SECOND AMENDMENT




                          Dated As Of July 1, 1996


                                     To


                               NOTE AGREEMENT



                        Dated As Of December 1, 1991





Re:                    $25,000,000 8.74% Senior Notes,
                             Due March 15, 2007

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                     SECOND AMENDMENT TO NOTE AGREEMENT

        THIS SECOND AMENDMENT to Note Agreement dated as of July 1, 1996 (the
or this "Second Amendment"), is entered into between Hanover Foods Corporation,
a Pennsylvania corporation (the "Company"), and Allstate Life Insurance Company
(the "Purchaser").

                                  RECITALS:

         A.      The Company and the Purchaser have heretofore entered into the
Note Agreement dated as of December 1, 1991 and the First Amendment to Note
Agreement dated as of June 20, 1995 (as amended, the "Note Agreement").

         B.      The Company and the Purchaser now desire to amend certain of
the terms of the Note Agreement in order to reduce the level of financial
performance that the Company must achieve for the next year.

         C.      Capitalized terms used herein shall have the respective
meanings ascribed thereto in the Note Agreement unless herein defined or the
context shall otherwise require.

         D.      All requirements of law have been fully complied with and all
other acts and things necessary to make this Second Amendment a valid, legal
and binding instrument according to its terms for the purposes herein expressed
have been done or performed.

        NOW, THEREFORE, the Company and the Purchaser, in consideration of good
and valuable consideration the receipt and sufficiency of which is hereby
acknowledged, do hereby agree as follows:

SECTION 1.      AMENDMENT.

        Section 1.1.    Section 5.8(a)(3) of the Note Agreement shall be and is
hereby amended in its entirety to read as follows:

                "(3) additional Funded Debt of the Company; provided that at
         the time of creation, issuance, assumption, guarantee, or incurrence
         thereof and after giving effect thereto and to the application of the
         proceeds thereof:

                (i) Consolidated Funded Debt would not exceed an amount equal
              to the relevant percentage of Consolidated Total Capitalization
              (determined as of the end of the most recent quarter) hereinafter
              specified during the applicable period set forth below:


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                   If Funded Debt                 Maximum Percentage
                    is Incurred                     of Consolidated
                During the Period:               Total Capitalization:
                ------------------               ---------------------

               Closing Date to and
            including December 1, 1996                     55%


                December 2, 1996 to                       
                   March 2, 1997                           52%

                 March 3, 1997 to                         
                   June 1, 1997                            51%

            June 2, 1997 and thereafter                    50%

              and

                   (ii)     in the case of the incurrence of any Funded Debt of
              the Company secured by Liens permitted by Section 5.10(g), the
              aggregate amount of all Consolidated Funded Debt secured by Liens
              permitted by Sections 5.10(f) and (g) would not exceed 15% of
              Consolidated Tangible Net Worth;"

        Section 1.2. Section 5.8(a)(4) of the Note Agreement shall be and is
hereby amended in its entirety to read as follows:

                (4)      Current Debt of the Company; provided that for
         purposes of determining whether additional Funded Debt may be incurred
         pursuant to Section 5.8(a)(3), if there shall not have been a period
         of at least 60 consecutive days during the twelve-month period
         immediately preceding the date of such determination during which no
         Current Debt of the Company shall have been outstanding, then the
         daily average outstanding balance of the Company's Current Debt during
         any period of 60 consecutive days selected by the Company occurring
         during such twelve-month period shall be deemed to constitute Funded
         Debt for purposes of such determination; and

        Section 1.3. Section 5.9 of the Note Agreement shall be and is hereby
amended in its entirety to read as follows:

                "Section 5.9.  Interest Charges Coverage Ratio.  The Company
         will keep and maintain the ratio of Net Income Available for Interest
         Charges to Interest Charges for each period of four consecutive fiscal
         quarters most recently ended at not less than: (a) 1.10 to 1.00 at all
         times during the period from and including the Closing Date to, but
         not including, December 1, 1996, (b) 1.15 to 1.00 at all times during
         the period from and including December 1, 1996 to, but not including,
         March 2, 1997, (c) 1.40 to 1.00 at all times during the period from
         and including March 2, 1997 to, but not including, June 2, 1997, (d)
         2.40 to 1.00 at all times during the period from 

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         and including June 2, 1997 to, but not including, August 31, 1997, 
         (e) 2.65 to 1.00 at all times during the period from and including 
         August 31, 1997 to, but not including, November 30, 1997 and (f) 
         2.75 to 1.00 at all times from and after November 30, 1997."

        Section 1.4.     A new Section 5.19 of the Note Agreement shall be added
as follows:

                "Section 5.19.  Maintenance of Bank Facilities.  The Company
         will, at all times, keep and maintain committed credit facilities from
         one or more financial institutions aggregating at any one time not
         less than $60,000,000, each in form and substance reasonably
         satisfactory to the holders of the Notes."

        Section 1.5.     Section 6.1(d) of the Note Agreement shall be and is
hereby amended in its entirety to read as follows:

                "(d)  Default shall occur in the observance or performance of
         any covenant or agreement contained in Section 5.6 through Section
         5.13 or Section 5.19; or"

        Section 1.6.     Section 6.1(f) of the Note Agreement shall be and is
hereby amended in its entirety to read as follows:

                "(f) Default shall be made in the payment when due (whether by
         lapse of time, by declaration, by call for redemption or otherwise) of
         the principal of or interest on any Funded Debt or Current Debt (other
         than the Notes) of the Company or any Restricted Subsidiary in the
         aggregate unpaid principal amount of $1,000,000 or more and such
         default shall continue beyond the period of grace, if any, allowed
         with respect thereto (whether or not any default resulting from such
         failure shall have been waived by the holders of such Current Debt or
         Funded Debt); or"

        Section 1.7.     Section 6.1(g) of the Note Agreement shall be and is
hereby amended in its entirety to read as follows:

                "(g)  Default or the happening of any event shall occur under
         any indenture, agreement or other instrument under which any Funded
         Debt or Current Debt of the Company or any Restricted Subsidiary in
         the aggregate unpaid principal amount of $1,000,000 or more may be
         issued and such default or event shall continue for a period of time
         sufficient to permit the acceleration of the maturity of any Funded
         Debt or Current Debt of the Company or any Restricted Subsidiary
         outstanding thereunder (whether or not any default resulting from such
         failure shall have been waived by the holders of such Current Debt or
         Funded Debt); or"

        Section 1.8.     From and after January 1, 1996 until November 30, 1997
interest on the Notes shall accrue at a rate per annum equal to the rate set 
forth in the Notes or the Note Agreement, plus 0.50%.


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SECTION 2.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

        Section 2.1.     To induce the Purchaser to execute and deliver this
Second Amendment, the Company represents and warrants to the Purchaser (which
representations shall survive the execution and delivery of this Second
Amendment) that:

                (a)      this Second Amendment has been duly authorized,
         executed and delivered by it and this Second Amendment constitutes the
         legal, valid and binding obligation, contract and agreement of the
         Company enforceable against it in accordance with its terms, except as
         enforcement may be limited by bankruptcy, insolvency, reorganization,
         moratorium or similar laws or equitable principles relating to or
         limiting creditors' rights generally;

                (b)      the Note Agreement, as amended by this Second
         Amendment, constitutes the legal, valid and binding obligation,
         contract and agreement of the Company enforceable against it in
         accordance with its terms, except as enforcement may be limited by
         bankruptcy, insolvency, reorganization, moratorium or similar laws or
         equitable principles relating to or limiting creditors' rights
         generally;

                (c)      the execution, delivery and performance by the Company
         of this Second Amendment (i) has been duly authorized by all requisite
         corporate action and, if required, shareholder action, (ii) does not
         require the consent or approval of any governmental or regulatory body
         or agency, and (iii) will not (A) violate (1) any provision of law,
         statute, rule or regulation or its certificate of incorporation or
         bylaws, (2) any order of any court or any rule, regulation or order of
         any other agency or government binding upon it, or (3) any provision
         of any material indenture, agreement or other instrument to which it
         is a party or by which its properties or assets are or may be bound,
         or (B) result in a breach or constitute (alone or with due notice or
         lapse of time or both) a default under any indenture, agreement or
         other instrument referred to in clause (iii)(A)(3) of this Section
         2.1(c); and

                (d)      as of the date hereof and after giving effect to this
         Second Amendment, no Default or Event of Default has occurred which is
         continuing.

SECTION 3.      CONDITIONS TO EFFECTIVENESS OF SECOND AMENDMENT.

        Section 3.1.     This Second Amendment shall not become effective
until, and shall become effective when, each and every one of the following
conditions shall have been satisfied:

                (a)     executed counterparts of this Second Amendment, duly
         executed by the Company and the Purchaser, shall have been delivered
         to the Purchaser;

                (b)     the Purchaser shall have received a fee equal to
         $10,000;

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                (c)     the Purchaser shall have received a copy of the
         resolutions of the Board of Directors of the Company authorizing the
         execution, delivery and performance by the Company of this Second
         Amendment, certified by its Secretary or an Assistant Secretary;

                (d)     the representations and warranties of the Company set
         forth in Section 2 hereof shall be true and correct on and with
         respect to the date hereof;

                (e)     the Purchaser shall have received the favorable opinion
         of counsel to the Company as to the matters set forth in Sections
         2.1(a), 2.1(b) and 2.1(c) hereof, which opinion shall be in form
         and substance satisfactory to the Purchaser; and

                (f)     executed counterparts of Credit Agreements, duly
         executed by the Company and the Banks, which Credit Agreements shall
         be in form and substance satisfactory to the Purchaser, shall have
         been delivered to the Purchaser.

Upon receipt of all of the foregoing, this Second Amendment shall become
effective.

SECTION 4.    PAYMENT OF PURCHASER'S COUNSEL FEES AND EXPENSES.

        Section 4.1.     The Company agrees to pay upon demand, the reasonable
fees and expenses of Chapman and Cutler, counsel to the Purchaser, in
connection with the negotiation, preparation, approval, execution and delivery
of this Second Amendment.

SECTION 5.    MISCELLANEOUS.

        Section 5.1.     Except as modified and expressly amended by this Second
Amendment, the Note Agreement is in all respects ratified, confirmed and
approved and all of the terms, provisions and conditions thereof shall be and
remain in full force and effect.

        Section 5.2.     Any and all notices, requests, certificates and other
instruments executed and delivered after the execution and delivery of this
Second Amendment may refer to the Note Agreement without making specific
reference to this Second Amendment but nevertheless all such references shall
include this Second Amendment unless the context otherwise requires.

        Section 5.3.     This Second Amendment shall be governed by and
construed in accordance with the laws of the State of Pennsylvania.

        Section 5.4.     This Second Amendment may be executed and delivered in
any number of counterparts, each of such counterparts constituting an original,
but all together only one Second Amendment.


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        IN WITNESS WHEREOF, the Company and the Purchaser have caused this
instrument to be executed, all as of the day and year first above written.



                                       HANOVER FOODS CORPORATION



                                       By /s/ GARY T. KNISELY
                                         ---------------------------------
                                         Its: Executive Vice President





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Accepted and Agreed to:

                                        ALLSTATE LIFE INSURANCE COMPANY





                                        By  /s/ PATRICIA W. WILSON
                                           -----------------------------
                                               Authorized Officer



                                        By  /s/ RONALD A. MENDEL
                                           -----------------------------
                                               Authorized Officer





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