Exhibit 10.1



                                    GRID NOTE
                                    New York

Buffalo, New York,  March 26, 2003            $ 500,000.00
                                              -------------

BORROWER: Pro-Fac Cooperative, Inc.

a(n) ____ individual(s) ____ partnership ____ cooperative corporation organized
under the laws of   New York

<TABLE>
<S>                                           <C>
Address of residence/chief executive office:  90 Linden Oaks, Rochester, New York 14625
</TABLE>

BANK:   MANUFACTURERS  AND  TRADERS  TRUST  COMPANY,  a  New  York  banking
corporation  with its principal  banking office at One M&T Plaza,  Buffalo,  New
York 14240. Attention: Office of General Counsel

Promise to Pay. For value received,  and intending to be legally bound, Borrower
promises to pay to the order of the Bank on demand,  the  principal  sum of Five
Hundred  Thousand and 00/100  Dollars ($  500,000.00 ) (the  "Maximum  Principal
Amount")  or the  outstanding  principal  amount of this Note (the  "Outstanding
Principal  Amount"),  if less;  plus  interest as agreed  below and all fees and
costs (including without limitation  attorneys' fees and disbursements,  whether
for internal or outside  counsel) the Bank incurs in order to collect any amount
due under this Note, to negotiate or document a workout or restructuring,  or to
preserve  its rights or realize  upon any  guaranty  or other  security  for the
payment of this Note ("Expenses").

Interest.  The  Outstanding  Principal  Amount of this Note shall earn  interest
calculated  on the basis of a 360-day year for the actual number of days of each
year (365 or 366) from and  including  the date the  proceeds  of this Note were
disbursed to, but not including, the date all amounts hereunder are paid in full
at a rate per year which shall on each day be:
_____      %

equal to the rate in effect on that day as the rate announced by the Bank as its
prime rate of interest.

_____ 3/4 percent above the rate in effect on that day as the rate  announced by
the Bank as its prime rate of interest.

If no rate is specified  above,  interest shall accrue at the Maximum Legal Rate
(defined below) at all times prior to payment in full.

Payments;  Late Charge;  Default  Rate.  Payments  shall be made in  immediately
available  United States funds at any banking office of the Bank.  Absent demand
for payment in full,  interest shall be due and payable  monthly.  If payment is
not  received  within five (5) days of its due date,  Borrower  shall pay a late
charge equal to the greatest of (a) five percent (5%) of the delinquent  amount,
(b) the Bank's then  current  late charge as  announced by the Bank from time to
time,  or (c) $50.00.  In addition,  if the Bank has not  actually  received any
payment  under this Note within  thirty  (30) days after its due date,  from and
after such  thirtieth  day the interest rate for all amounts  outstanding  under
this Note shall  automatically  increase to five (5) percentage points above the
otherwise applicable rate per year, and any judgment entered hereon or otherwise
in connection with any suit to collect amounts due hereunder shall bear interest
at  such  default  rate.  Payments  may be  applied  in any  order  in the  sole
discretion of the Bank but, prior to demand,  shall be applied first to past due
interest, Expenses, late charges, and principal payments, if any, which are past
due,  then to  current  interest  and  Expenses  and late  charges,  and last to
remaining principal.

Maximum  Legal  Rate.  It is the intent of the Bank and of  Borrower  that in no
event  shall  interest  be  payable  at a rate in  excess  of the  maximum  rate
permitted by  applicable  law (the "Maximum  Legal Rate").  Solely to the extent
necessary to prevent  interest  under this Note from exceeding the Maximum Legal
Rate,  any amount  that would be treated  as  excessive  under a final  judicial
interpretation  of  applicable  law shall be  deemed to have been a mistake  and
automatically  canceled,  and,  if  received  by the Bank,  shall be refunded to
Borrower.

Setoff. The Bank shall have the right to set off against the amounts owing under
this Note any property  held in a deposit or other  account with the Bank or any
of its affiliates or otherwise owing by the Bank or any of its affiliates in any
capacity to Borrower or any  guarantor  or endorser of this Note.  Such  set-off
shall be deemed to have been exercised  immediately at the time the Bank or such
affiliate elect to do so.

Authorized  Representatives.  This  Note is issued  by  Borrower  to the Bank in
connection  with a certain  line of credit or loan limit made  available  by the
Bank to  Borrower  (the  "Credit").  The Bank may make any loan  pursuant to the
Credit  (the  "Loan(s)")  in  reliance  upon  any  oral,  telephonic,   written,
teletransmitted  or other request (the "Request(s)") that the Bank in good faith
believes  to be valid and to have been made by Borrower or on behalf of Borrower
by Stephen R. Wright,  General  Manager and CEO and/or Kevin  Murphy,  Assistant
Treasurer and Vice President  Member  Relations  (each an "Authorized  Person").
Mention of the  Authorized  Person's name in the prior sentence is for reference
purposes only and the Bank shall rely on the title to ascertain  whether someone
is an  Authorized  Person.  The Bank may act on the  Request  of any  Authorized
Person until the Bank shall have  received from  Borrower,  and had a reasonable
time to act on, written notice revoking the authority of such Authorized Person.
The Bank shall incur no liability to Borrower or to any other person as a direct
or indirect result of making any Loan pursuant to this paragraph.

Demand Facility. The Bank may modify, restrict,  suspend or terminate the Credit
at any time for any  reason  and  without  affecting  Borrower's  then  existing
obligations  under this Note.  This is a demand Note and all Loans hereunder are
made at the Bank's discretion and shall become  immediately due and payable upon
demand by the Bank; provided,  however, that the Outstanding Principal Amount of
this  Note and all  accrued  and  unpaid  interest  shall  automatically  become
immediately  due and payable if Borrower  or any  guarantor  or endorser of this
Note  commences  or has  commenced  against  it  any  bankruptcy  or  insolvency
proceeding.  Borrower hereby waives protest,  presentment and notice of any kind
in connection with this Note.

Bank Records Conclusive. The Bank shall set forth on a schedule attached to this
Note or maintained on computer,  the date and original  principal amount of each
Loan and the date and amount of each  payment  to be applied to the  Outstanding
Principal Amount of this Note. The Outstanding Principal Amount set forth on any
such schedule shall be presumptive evidence of the Outstanding  Principal Amount
of this Note and of all Loans.  No failure by the Bank to make,  and no error by
the Bank in  making,  any  annotation  on any such  schedule  shall  affect  the
Borrower's  obligation  to pay the  principal  and  interest of each Loan or any
other obligation of Borrower to the Bank pursuant to this Note.

Purpose.  Borrower  certifies  (a) that no Loan will be used to purchase  margin
stock  except  with the  Bank's  express  prior  written  consent  for each such
purchase  and (b) that all Loans shall be used for a business  purpose,  and not
for any  personal,  family or household  purpose,  unless the  following  box is
checked:

_____ Personal Loan. If this box is checked, the initial advance must
be an amount greater than $25,000.00.

Authorization.  Borrower,  if  a  corporation,  partnership,  limited  liability
company, trust or other entity, represents that it is duly organized and in good
standing  or duly  constituted  in the  state  of its  organization  and is duly
authorized  to do business in all  jurisdictions  material to the conduct of its
business;  that the execution,  delivery and  performance of this Note have been
duly authorized by all necessary  regulatory and corporate or partnership action
or by its  governing  instrument;  that this Note has been duly  executed  by an
authorized  officer,  member,  partner  or  trustee  and  constitutes  a binding
obligation  enforceable  against Borrower and not in violation of any law, court
order or agreement by which Borrower is bound;  and that Borrower's  performance
is not threatened by any pending or threatened litigation.
<PAGE>
Miscellaneous.   This  Note,   together  with  any  related  loan  and  security
agreements,  contains the entire  agreement  between the Bank and Borrower  with
respect to each Loan,  and  supersedes  every course of dealing,  other conduct,
oral agreement and  representation  previously  made by the Bank. All rights and
remedies of the Bank under  applicable  law and this Note are cumulative and not
exclusive.  No single,  partial or delayed  exercise by the Bank of any right or
remedy  shall  preclude the  subsequent  exercise by the Bank at any time of any
right or remedy of the Bank  without  notice.  No  waiver  or  amendment  of any
provision of this Note shall be effective unless made specifically in writing by
the  Bank.  No  course  of  dealing  or  other  conduct,  no oral  agreement  or
representation  made by the Bank,  and no usage of  trade,  shall  operate  as a
waiver of any  right or remedy of the Bank.  No waiver of any right or remedy of
the Bank shall be  effective  unless made  specifically  in writing by the Bank.
Borrower  agrees that in any legal  proceeding,  a copy of this Note kept in the
Bank's  course of business may be admitted  into  evidence as an original.  This
Note is a binding obligation enforceable against Borrower and its successors and
assigns  and  shall  inure to the  benefit  of the Bank and its  successors  and
assigns.  If a court deems any provision of this Note invalid,  the remainder of
the Note shall  remain in effect.  Section  headings are for  convenience  only.
Singular  number  includes  plural  and neuter  gender  includes  masculine  and
feminine as appropriate.

Notices.  Any demand or notice  hereunder or under any applicable law pertaining
hereto  shall be in writing  and duly given if  delivered  to  Borrower  (at its
address on the Bank's  records)  or to the Bank (at the  address on page one and
separately to the Bank officer responsible for Borrower's  relationship with the
Bank). Such notice or demand shall be deemed sufficiently given for all purposes
when  delivered  (i) by personal  delivery  and shall be deemed  effective  when
delivered,  or (ii) by mail or courier and shall be deemed  effective  three (3)
business days after deposit in an official  depository  maintained by the United
States  Post Office for the  collection  of mail or one (1)  business  day after
delivery to a nationally  recognized  overnight  courier service (e.g.,  Federal
Express). Notice by e-mail is not valid notice under this or any other agreement
between Borrower and the Bank.

Joint and  Several.  If there is more than one  Borrower,  each of them shall be
jointly and  severally  liable for all amounts  which become due under this Note
and the term "Borrower" shall include each as well as all of them.

Governing Law; Jurisdiction. This Note has been delivered to and accepted by the
Bank and will be deemed to be made in the State of New York. Except as otherwise
provided under federal law, this Note will be interpreted in accordance with the
laws of the State of New York  excluding  its  conflict of laws rules.  BORROWER
HEREBY  IRREVOCABLY  CONSENTS  TO THE  EXCLUSIVE  JURISDICTION  OF ANY  STATE OR
FEDERAL  COURT IN THE STATE OF NEW YORK IN A COUNTY OR JUDICIAL  DISTRICT  WHERE
THE BANK MAINTAINS A BRANCH AND CONSENTS THAT THE BANK MAY EFFECT ANY SERVICE OF
PROCESS IN THE MANNER AND AT  BORROWER'S  ADDRESS SET FORTH ABOVE FOR  PROVIDING
NOTICE OR DEMAND;  PROVIDED THAT NOTHING CONTAINED IN THIS NOTE WILL PREVENT THE
BANK FROM BRINGING ANY ACTION, ENFORCING ANY AWARD OR JUDGMENT OR EXERCISING ANY
RIGHTS  AGAINST  BORROWER  INDIVIDUALLY,  AGAINST  ANY  SECURITY  OR AGAINST ANY
PROPERTY OF BORROWER WITHIN ANY OTHER COUNTY, STATE OR OTHER FOREIGN OR DOMESTIC
JURISDICTION.  Borrower acknowledges and agrees that the venue provided above is
the most  convenient  forum for both the Bank and Borrower.  Borrower waives any
objection to venue and any  objection  based on a more  convenient  forum in any
action instituted under this Note.

Waiver of Jury Trial. BORROWER AND THE BANK HEREBY KNOWINGLY,  VOLUNTARILY,  AND
INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY BORROWER AND THE BANK MAY HAVE IN
ANY ACTION OR PROCEEDING,  IN LAW OR IN EQUITY,  IN CONNECTION WITH THIS NOTE OR
THE  TRANSACTIONS  RELATED  HERETO.  BORROWER  REPRESENTS  AND WARRANTS  THAT NO
REPRESENTATIVE  OR AGENT OF THE BANK HAS  REPRESENTED,  EXPRESSLY OR  OTHERWISE,
THAT THE BANK WILL NOT, IN THE EVENT OF  LITIGATION,  SEEK TO ENFORCE  THIS JURY
TRIAL WAIVER. BORROWER ACKNOWLEDGES THAT THE BANK HAS BEEN INDUCED TO ENTER INTO
THIS NOTE BY, AMONG OTHER THINGS, THE PROVISIONS OF THIS SECTION.

_____ Replacement Note. This Note is given in replacement of and in substitution
for, but not in payment of, a note dated on or about , 19 / 20 , in the original
principal amount of $_____________  issued by Borrower (or  _______________)  to
the Bank (or its  predecessor  in  interest),  as the same may have been amended
from time to time.

Preauthorized  Transfers from Deposit  Account.  If a deposit  account number is
provided in the following  blank  Borrower  hereby  authorizes the Bank to debit
available funds in Borrower's  deposit account # with the Bank automatically for
any amount  which  becomes due under this Note or as  directed by an  Authorized
Person, by telephone.

Acknowledgment.  Borrower  acknowledges that it has read and understands all the
provisions of this Note, including the Governing Law, Jurisdiction and Waiver of
Jury Trial, and has been advised by counsel as necessary or appropriate.

See Rider A attached hereto and incorporated herein by reference.


TAX ID/SS #                     PRO-FAC COOPERATIVE, INC.
            -----------------   ---------------------------------------------
                                       BORROWER

                               BY: /s/ Stephen R. Wright
-------------------------------    ---------------------------------------------
Signature of Witness                   Stephen R. Wright, GeneralManager and CEO


-------------------------------
Typed Name of Witness

                                 ACKNOWLEDGMENT

STATE OF NEW YORK  )
         ---------
                            : SS.
COUNTY OF MONROE   )
          --------

On the day 26th of March, in the year 2003, before me, the undersigned, a Notary
Public in and for said State, personally appeared Stephen R. Wright , personally
known to me or  proved  to me on the basis of  satisfactory  evidence  to be the
individual whose name is subscribed to the within instrument and acknowledged to
me that  he/she  executed  the same in  his/her  capacity,  and that by  his/her
signature on the instrument,  the individual, or the person upon behalf of which
the individual acted, executed the instrument.

                                               /s/ Susan G. Riker
                                               ------------------
                                                   Notary Public


                                FOR BANK USE ONLY

Authorization Confirmed:
                          ------------------------------------------------------

Disbursement of Funds:

Credit A/C    #                Off Ck   #          Payoff Obligation   #
                ------------             --------                       -------
              $                         $                              $
                ------------             --------                       -------
<PAGE>

                                     RIDER A
                          TO THE $500,000.00 GRID NOTE
                                 BY AND BETWEEN
                            PRO-FAC COOPERATIVE, INC.
                                       AND
                     MANUFACTURERS AND TRADERS TRUST COMPANY
                             DATED MARCH 26, 2003


The following provisions are hereby incorporated into the Grid Note:

Clean-up Period:

The Credit extended under this Grid Note is required to be paid down to zero
during each year by July 15th, and continue for a minimum of ninety (90)
consecutive days. The first paydown will commence July 15, 2004. Bank expects
that this paydown will be made with the proceeds of the $4,000,000.00 July
termination payment from Agrilink Foods each year.

Guarantors:

As of the date of this Grid Note, Borrower does not have any subsidiaries.
Borrower agrees that all future subsidiaries of Borrower shall unconditionally
guarantee all debt of Borrower to Bank. The form of the Guaranty to be executed
by Borrower's subsidiaries is attached hereto as Exhibit A. "Subsidiary" is
defined as a corporation, partnership, limited liability company, trust, joint
venture, association or other business entity of which Borrower owns greater
than fifty percent (50%) of the ownership interest of such entity or has the
voting power to elect a majority of the board of directors or managers or
governing body of such entity.

Reporting Requirements:

Borrower will provide Bank with Borrower-prepared financial statements on a
quarterly basis and accountant-prepared, audited financial statements on an
annual basis, with any additional financial information that the Bank may
request from time to time.

                                   PRO-FAC COOPERATIVE, INC.

                  By:   /s/Stephen R. Wright
                           ------------------------------------------
                           Stephen R. Wright, General Manager and CEO


<PAGE>



STATE OF NEW YORK)
COUNTY OF MONROE)

     On the 26th day of March, in the year 2003,  before me, the undersigned,  a
Notary  Public in and for said State,  personally  appeared  Stephen R.  Wright,
personally known to me or proved to me on the basis of satisfactory  evidence to
be the  individual  whose  name  is  subscribed  to the  within  instrument  and
acknowledged to me that he/she executed the same in his/her  capacity,  and that
by his/her  signature  on the  instrument,  the  individual,  or the person upon
behalf of which the individual acted, executed the instrument.


                                      /s/ Susan G. Riker
                                      ------------------------
                                          Notary Public