Exhibit 10.2


                           GENERAL SECURITY AGREEMENT
                                    New York

Debtor:  Pro-Fac  Cooperative,   Inc.  A(n)  _____ individual(s)  X  cooperative
corporation  _____ limited liability company _____ partnership ___ organized and
registered under the laws of the State of New York Organizational Identification
Number  (if  any):  _______________  (Note:  this  number is not the same as the
Taxpayer  Identification  Number.) Chief executive  office/residence:  90 Linden
Oaks, Rochester,  New York 14625

Secured  Party:  Manufacturers  and Traders  Trust  Company,  a New York banking
corporation  having its chief executive  office at One M&T Plaza,  Buffalo,  New
York 14240, Attn: General Counsel's Office.

For good and valuable  consideration,  the receipt and  sufficiency  of which is
acknowledged,  and  intending to be legally  bound,  Debtor  agrees with Secured
Party as follows:

1.   Security Interests.

     1.1 Grant. As security for the prompt and complete  payment and performance
when due of all of the Obligations,  Debtor does hereby grant to Secured Party a
continuing security interest ("Security  Interest") in all personal property and
fixtures of Debtor, wherever located, whether now existing or owned or hereafter
arising or acquired,  whether or not subject to the Uniform  Commercial Code, as
the same may be in effect in the State of New York, as amended from time to time
("UCC"),  and whether or not affixed to any realty  including  (i) all accounts,
chattel paper, investment property, deposit accounts, documents, equipment, farm
products, general intangibles (including trademarks, service marks, trade names,
patents, copyrights,  licenses and franchises),  instruments,  inventory, money,
letter of credit  rights,  causes of action  (including  tort  claims) and other
personal property (including agreements and instruments not constituting chattel
paper or a document,  general  intangible or  instrument);  (ii) all  additions,
accessions to,  substitutions  for, or replacements of the foregoing;  (iii) all
proceeds and products of the foregoing including  insurance  proceeds;  and (iv)
all business  records and  information  relating to any of the foregoing and any
software or other  programs for  accessing  and  manipulating  such  information
(collectively,  the  "Collateral").  Debtor  acknowledges  and agrees  that,  in
applying  the  law  of  any  jurisdiction   that  at  any  time  enacts  all  or
substantially all of the uniform  provisions of Revised Article 9 of the Uniform
Commercial  Code (1999  Official  Text),  the foregoing  collateral  description
covers all assets of Debtor. Notwithstanding the foregoing,  Collateral does not
include the common  units  Borrower  owns in Agrilink  Holdings,  LLC.  However,
Collateral  does  include  any  distributions  from the  common  units  and cash
payments made by Birds Eye Foods.

     1.2 Obligations.  The term "Obligations"  means any and all indebtedness or
other  obligations  of Debtor to Secured Party in any capacity,  now existing or
hereafter incurred,  however created or evidenced,  regardless of kind, class or
form, whether direct,  indirect,  absolute or contingent (including  obligations
pursuant to any guaranty, endorsement, other assurance of payment or otherwise),
whether  joint or several,  whether  from time to time  reduced  and  thereafter
increased, or entirely extinguished and thereafter reincurred, together with all
extensions,  renewals and replacements thereof, and all interest, fees, charges,
costs or expenses which accrue on or in connection with the foregoing, including
any  indebtedness  or obligations (i) not yet outstanding but contracted for, or
with regard to which any other commitment by Secured Party exists;  (ii) arising
prior  to,  during  or  after  any  pendency  of  any  bankruptcy,   insolvency,
receivership  or other  similar  proceeding,  regardless  of whether  allowed or
allowable in such  proceeding;  (iii) owed by Debtor to others and which Secured
Party  obtained,  or may obtain,  by assignment  or otherwise;  and (iv) payable
under this Agreement.

2.   Covenants. Debtor covenants and agrees as follows:

     2.1  Perfection of Security  Interest.  Debtor shall execute and deliver to
Secured Party such financing statements,  control agreements or other documents,
in form and content  satisfactory  to Secured  Party,  as Secured Party may from
time to time request to perfect and continue  the  Security  Interest.  Upon the
request of Secured  Party,  Debtor  shall  deliver to Secured  Party any and all
instruments,  chattel paper,  negotiable documents or other documents evidencing
or constituting any part of the Collateral  properly endorsed or assigned,  in a
manner  satisfactory  to Secured Party.  Until such delivery,  Debtor shall hold
such portion of the Collateral in trust for Secured Party.  Debtor shall pay all
expenses for the preparation,  filing,  searches and related costs in connection
with the grant and perfection of the Security Interest.  Debtor authorizes (both
prospectively and retroactively) Secured Party to file financing statements, and
any continuations and amendments thereof, with respect to the Collateral without
Debtor's signature. A photocopy or other reproduction of any financing statement
or this Agreement shall be sufficient as a financing statement for filing in any
jurisdiction.
<PAGE>
     2.2 Negative Pledge;  Disposition of Collateral.  Debtor shall not grant or
allow the  imposition  of any lien,  security  interest  or  encumbrance  on, or
assignment of, the Collateral  unless  consented to in writing by Secured Party.
Debtor  shall  not  make or  permit  to be made  any  sale,  transfer  or  other
disposition of the Collateral;  provided, however, prior to the occurrence of an
Event of Default,  Debtor may in the ordinary course of business consistent with
its past practices and with prudent and standard  practices used in the industry
that is the same or similar to that in which  Debtor is engaged:  (i) dispose of
any Collateral  consisting of equipment that is obsolete or worn-out;  (ii) sell
or exchange  any  Collateral  consisting  of equipment  in  connection  with the
acquisition of other  equipment that is at least as valuable as such  equipment,
that Debtor intends to use for substantially the same purposes as such equipment
and that is not subject to any security  interest or other lien or  encumbrance;
(iii) collect  Collateral  consisting of accounts or assign such  Collateral for
purposes  of  collection;  or  (iv)  sell  or  lease  Collateral  consisting  of
inventory.  A sale,  lease or other  transfer of such  Collateral  consisting of
inventory  in the  ordinary  course  of  Debtor's  business  does not  include a
transfer in partial or complete  satisfaction  of any liability or obligation or
any bulk sale.

     2.3  Condition  of  Collateral;  Impermissible  Use.  Debtor shall keep the
Collateral  consisting of goods in good condition  (other than ordinary wear and
tear) and shall not commit or permit damage or destruction  to such  Collateral.
Debtor  shall not permit (i) the  Collateral  consisting  of goods to be used in
such a manner that would violate any insurance  policy or warranty  covering the
Collateral  or  that  would  violate  any  applicable  law of  any  governmental
authority  (including any environmental  law) now or hereafter in effect;  (iii)
the  Collateral  consisting of goods to become  fixtures on any real property on
which Secured Party does not have a first priority mortgage lien (unless Secured
Party has been provided with an acceptable  landlord/mortgagee waiver) or become
an  accession to any goods not  included in the  Collateral;  or (iii) any goods
included  in the  Collateral  to be  placed  in any  warehouse  that may issue a
negotiable document with regard to such goods.

     2.4  Modification to Collateral.  Debtor shall not, without Secured Party's
prior written consent, grant any extension,  compound,  settlement for less than
full amount, release (in whole or in part),  modification or cancellation of, or
substitution  for,  or  credits  or  adjustments  on  Collateral  consisting  of
accounts, chattel paper, general intangibles, instruments, documents, investment
property,  except  that so long as no Event  of  Default  is then in  existence,
Debtor  may  grant to  account  debtors,  or other  persons  obligated  with the
Collateral,  extensions,  credits, discounts,  compromises or settlements in the
ordinary  course of business  consistent  with its past practices and consistent
with prudent and standard  practices used in the industries that are the same or
similar to those in which Debtor is engaged.

     2.5 Titled Goods.  Debtor shall cause all goods  included in the Collateral
to be properly  titled and registered to the extent  required by applicable law.
Upon the request of Secured  Party,  Debtor  shall cause the interest of Secured
Party to be properly  indicated  on any  certificate  of title  relating to such
goods and deliver to Secured  Party each such  certificate,  and any  additional
evidence of ownership,  certificates of origin or other documents evidencing any
interest in such goods.

     2.6 Insurance.  Debtor shall at its own expense, keep in force at all times
insurance  covering  damage to persons and against  fire,  flood,  theft and all
other risks which the Collateral may be subject, all in such amounts,  with such
deductibles  and issued by such insurance  company as shall be  satisfactory  to
Secured Party. Such insurance shall have all endorsements that Secured Party may
require and shall further (i) name Secured Party as an additional insured on the
casualty  insurance  and a  lender's  loss  payable or  mortgagee  on the hazard
insurance;  (ii) provide  Secured Party with a minimum of thirty (30) days prior
written notice of any amendment or cancellation;  and (iii) insure Secured Party
notwithstanding  any act or  neglect  of Debtor or other  owner of the  property
described in such insurance. If Debtor fails to obtain the insurance as provided
herein,  Secured Party may, but is not  obligated,  to obtain such  insurance as
Secured Party may deem appropriate including, if it so chooses, "single interest
insurance"  which will cover only Secured  Party's  interest in the  Collateral.
Debtor shall pay to Secured Party for the cost of such insurance.  Secured Party
shall  have the option to hold  insurance  proceeds  as part of the  Collateral,
apply any  insurance  proceeds  toward the  Obligations  or apply the  insurance
proceeds  towards  repair or replacement of the item of Collateral in respect of
which such proceeds were  received.  Upon the request of Secured  Party,  Debtor
shall from time to time deliver to Secured  Party such  insurance  policies,  or
other  evidence of such  policies  satisfactory  to Secured Party and such other
related information Secured Party may request.

     2.7 Collateral Information.  Debtor shall provide all information,  in form
and substance  satisfactory to Secured Party, that Secured Party shall from time
to time request to (i) identify the nature,  extent,  value, age and location of
any of the  Collateral,  or (ii)  identify  any  account  debtor or other  party
obligated with respect to any chattel  paper,  general  intangible,  instrument,
investment property, document or deposit account included in the Collateral.

     2.8 Financial Information.  Debtor shall furnish to Secured Party financial
statements  in  such  form  (e.g.,  audited,  reviewed,  compiled)  and at  such
intervals as Secured Party shall  request from time to time plus any  additional
financial  information  that  Secured  Party  may  request.  All such  financial
statements shall be in conformity with generally accepted accounting  principles
consistently applied.
<PAGE>
     2.9 Taxes; Licenses; Compliance with Laws. Before the end of any applicable
grace period,  Debtor shall pay each tax, assessment,  fee and charge imposed by
any governmental  authority upon the Collateral,  the ownership,  disposition or
use of any of the Collateral, this Agreement or any instrument evidencing any of
the  Obligations.  Debtor shall  maintain in full force and effect each license,
franchise or other authorization needed for any ownership, disposition or use of
the  Collateral and the conduct of its business,  operations or affairs.  Debtor
shall comply with all applicable law of any  governmental  authority  (including
any environmental law), now or hereafter in effect, applicable to the ownership,
disposition or use of the Collateral or the conduct of its business,  operations
or affairs.

     2.10 Records; Legend. Debtor shall maintain accurate and complete books and
records  relating  to the  Collateral  in  conformity  with  generally  accepted
accounting principles  consistently applied. At Secured Party's request,  Debtor
will legend,  in form and manner  satisfactory  to Secured Party,  its books and
records to indicate the Security Interest.

     2.11 Additional Collateral.  If at any time the liquidation value of any of
the Collateral is  unsatisfactory  to Secured  Party,  then on demand of Secured
Party Debtor shall either  immediately  (i) furnish such  additional  collateral
satisfactory  to  Secured  Party to be held by  Secured  Party as if  originally
pledged  hereunder  and  shall  execute  such  additional  security  agreements,
financing  statements or other  agreements as requested by Secured Party (ii) or
repay the  Obligations  to bring the  outstanding  amount of the  Obligations to
within a satisfactory relationship to the liquidation value of the Collateral.

     2.12  Notifications  of Change.  Immediately  upon  acquiring  knowledge or
reason to know of any of the following, Debtor shall notify Secured Party of the
occurrence or existence of (i) any Event of Default; (ii) any event or condition
that, after notice,  lapse of time or after both notice and lapse of time, would
constitute  an Event of Default;  (iii) any account or general  intangible  that
arises out of a contract with any governmental  authority  (including the United
States);  (iv) any event or  condition  that has or (so far as can be  foreseen)
will or might have any material  adverse effect on the  Collateral  (including a
material  loss  destruction  or theft of, or of any damage  to, the  Collateral,
material  decline in value of the Collateral or a material default by an account
debtor  or  other  party's  performance  of  obligations  with  respect  to  the
Collateral),  on  Debtor  or its  business,  operations,  affairs  or  condition
(financial or otherwise).

     2.13 Lien  Law.  If any  account  or  general  intangible  included  in the
Collateral  represents  money owing pursuant to any contract for the improvement
of real property or for a public improvement for purposes of the Lien Law of the
State of New York (the "Lien Law"),  Debtor shall (i) give Secured  Party notice
of such fact;  (ii)  receive and hold any money  advanced by Secured  Party with
respect  to such  account  or  general  intangible  as a trust  fund to be first
applied to the  payment of trust  claims as such term is defined in the Lien Law
(Section 71 or otherwise);  and (iii) until such trust claim is paid, not use or
permit the use of any such money for any purpose  other than the payment of such
trust claims.

     2.14 Protection of Collateral; Further Assurances. Debtor shall, at its own
cost,  faithfully preserve,  defend and protect the Security Interest as a prior
perfected security interest in the Collateral under the UCC and other applicable
law,  superior  and prior to the rights of all third  parties  (other than those
permitted  pursuant to Section 3.1) and shall defend the Collateral  against all
setoffs, claims, counterclaims,  demands and defenses. At the request of Secured
Party,  Debtor shall do, obtain,  make,  execute and deliver all such additional
and further acts, things, deeds, assurances and instruments as Secured Party may
deem  necessary  or  advisable  from time to time in order to attach,  continue,
preserve,  perfect or protect the Security  Interest and Secured  Party's rights
hereunder including obtaining waivers (in form and content acceptable to Secured
Party) from landlords,  warehousemen and mortgagees.  Debtor hereby  irrevocably
appoints Secured Party, its officers,  employees and agents,  or any of them, as
attorneys-in-fact  for  Debtor  with full power and  authority  in the place and
stead of  Debtor  and in the name of Debtor or its own name from time to time in
Secured  Party's  discretion,  to perform  all acts which  Secured  Party  deems
appropriate to attach,  continue,  preserve or perfect and continue the Security
Interest,  including  signing  for Debtor (to the extent such  signature  may be
required by applicable law) UCC-1 financing  statements and UCC-3  Statements of
Change or to accomplish the purposes of this Agreement.  This power of attorney,
being coupled with an interest,  is irrevocable and shall not be affected by the
subsequent disability or incompetence of Debtor.

3.   Representations and Warranties.  Debtor represents,  warrants and agrees as
follows:

     3.1 Title.  Debtor holds good and marketable  title to the Collateral  free
and clear from any security  interest or other lien or encumbrance of any party,
other than the  Security  Interest or such liens,  security  interests  or other
liens or encumbrances  specifically  permitted by Secured Party and set forth on
Exhibit  A hereto  ("Permitted  Liens").  Debtor  has not made any  prior  sale,
pledge,  encumbrance,  assignment or other  disposition of any of the Collateral
except for the Permitted Liens.
<PAGE>
     3.2  Authority.  If  Debtor is a  business  entity,  it is duly  organized,
validly existing and in good standing under the laws of the above-named state of
organization.  Debtor has the full  power and  authority  to grant the  Security
Interest and to execute,  deliver and perform its obligations in accordance with
this  Agreement.  The  execution  and  delivery of this  Agreement  will not (i)
violate any  applicable  law of any  governmental  authority  or any judgment or
order of any court, other governmental authority or arbitrator; (ii) violate any
agreement  governing  Debtor or to which Debtor is a party; or (iii) result in a
security  interest or other lien or encumbrance  on any of its assets.  Debtor's
certificate of incorporation,  by-laws or other organizational  documents do not
prohibit any term or condition of this Agreement.  Each authorization,  approval
or consent from, each  registration and filing with, each declaration and notice
to, and each other act by or relating  to, any party  required as a condition of
Debtor's  execution,  delivery or performance  of this Agreement  (including any
shareholder  or board of directors or similar  approvals) has been duly obtained
and is in full force and effect.  Debtor has the power and authority to transact
the  business in which it is engaged and is duly  licensed or  qualified  and in
good  standing  in each  jurisdiction  in which the  conduct of its  business or
ownership of property requires such licensing or such qualifications.

     3.3 Judgments  and  Litigation.  There is no pending or  threatened  claim,
audit,  investigation,  action or other legal proceeding or judgment or order of
any court,  agency or other governmental  authority or arbitrator which involves
Debtor or the Collateral and which might have a material adverse effect upon the
Collateral,  the  Debtor,  its  business,   operations,   affairs  or  condition
(financial  or  otherwise),  or threaten the  validity of this  Agreement or any
related document or action.  Debtor will  immediately  notify Secured Party upon
acquiring knowledge of the foregoing.

     3.4 Enforceability of Collateral.  Instruments,  chattel paper, accounts or
documents  which   constitute  any  part  of  the  Collateral  are  genuine  and
enforceable  in accordance  with their terms,  comply with the applicable law of
any governmental  authority concerning form, content,  manner of preparation and
execution,  and all persons  appearing to be obligated on such  Collateral  have
authority  and capacity to contract and are in fact  obligated as they appear to
be on such  Collateral.  There are no  restrictions  on any  assignment or other
transfer or grant of the Security  Interest by Debtor.  Each sum  represented by
Debtor from time to time as owing on accounts,  instruments,  deposit  accounts,
chattel paper and general intangibles constituting any part of the Collateral by
account  debtors and other  parties with respect to such  Collateral  is the sum
actually and  unconditionally  owing by account  debtors and other  parties with
respect thereto at such time, except for applicable normal cash discounts.  None
of the Collateral is subject to any defense, set-off, claim or counterclaim of a
material  nature against  Debtor except as to which Debtor has notified  Secured
Party in writing.

     3.5 Location of Chief Executive Office, Records,  Collateral. The locations
of the  following  are listed on page one of this  Agreement or, if different or
additional,  on Exhibit A hereto:  (i) Debtor's  residence,  principal  place of
business and chief executive  office;  (ii) the office in which Debtor maintains
its books or records relating to the Collateral;  (iii) the facility  (including
any storage  facility) at which now owned or  subsequently  acquired  inventory,
equipment and fixtures  constituting  any part of the Collateral  shall be kept;
and (iv) the real  property  on which any crop  included  in the  Collateral  is
growing or is to be grown, or on which any timber  constituting  any part of the
Collateral is or is to be standing.  Debtor will not effect or permit any change
in any of the  foregoing  locations  (or  remove or permit  the  removal  of the
records or Collateral  therefrom,  except for mobile  equipment  included in the
Collateral  which may be moved to another location for not more than thirty (30)
days)  without  thirty (30) days prior  written  notice to Secured Party and all
actions  deemed  necessary by Secured  Party to maintain  the Security  Interest
intended to be granted hereby at all times fully perfected and in full force and
effect have been taken. All of the locations listed on page one or Exhibit A are
owned by Debtor, of if not, by the party(ies) identified on Exhibit A.

     3.6  Structure;   Name.  Debtor's   organizational   structure,   state  of
registration  and  organizational  identification  number  (if any)  are  stated
accurately on page one of this Agreement,  and its full legal name and any trade
name used to identify it are stated accurately on page one of this Agreement, or
if  different  or  additional  are listed on Exhibit A hereto.  Debtor  will not
change its name, any trade names or its identity, its organizational  structure,
state of registration  or  organizational  identification  number without thirty
(30) days prior written notice to Secured Party. All actions deemed necessary by
Secured Party to maintain the Security Interest intended to be granted hereby at
all times fully perfected and in full force and effect have been taken.

     3.7 Year 2000. Debtor represents,  warrants and covenants to Secured Party,
now and as long as this  Agreement  is in effect,  that (i) it has  assessed its
equipment (including embedded systems),  software, firmware and computer systems
(including  equipment  or  systems  supplied  by others or with  which  debtor's
equipment and systems exchange date data) that are material to Debtor conducting
its business  and/or  performing  operations  (collectively,  the  "Systems") to
determine  whether such Systems  accurately  process date data from,  into,  and
between  the  twentieth  and   twenty-first   centuries,   including  leap  year
calculations  ("Y2K  Compliant");  (ii) in sufficient  time before  December 31,
<PAGE>
1999, Debtor will have corrected and redeployed any non-Y2K Compliant Systems so
that all its Systems are Y2K  Compliant and all Systems will have been tested to
confirm that they are Y2K  Compliant;  and (iii) the expense of  correcting  and
redeploying any non-Y2K  Compliant  Systems and all System  testing,  and/or the
reasonably  foreseeable  consequence  of any System  failing to be Y2K Compliant
will not have a material  adverse  effect on Debtor,  its business,  operations,
affairs or condition (financial or otherwise).

     4.  Performance  and  Expenditures  by Secured  Party.  If Debtor  fails to
perform or comply with any of the terms hereof,  Secured  Party,  at its option,
but without any obligation so to do, may perform or comply,  or otherwise  cause
performance or compliance, with such terms including the payment or discharge of
all taxes,  fees,  security interest or other liens,  encumbrances or claims, at
any time levied or placed on the Collateral. An election to make expenditures or
to take action or perform an  obligation of Debtor under this  Agreement,  after
Debtor's  failure to perform,  shall not affect Secured Party's right to declare
an Event of Default and to exercise its  remedies.  Nor shall the  provisions of
this Section relieve Debtor of any of its obligations  hereunder with respect to
the  Collateral  or impose any  obligation  on  Secured  Party to proceed in any
particular manner with respect to the Collateral.

     5. Duty of Secured  Party.  Secured  Party's  sole duty with respect to the
custody,  safekeeping  and  physical  preservation  of  the  Collateral  in  its
possession  shall be to deal with it in the same  manner as Secured  Party deals
with  similar  property  for its own  account.  Neither  Secured  Party  nor its
directors,  officers, employees or agents shall be liable for failure to demand,
collect or realize upon the  Collateral or for any delay in doing so or shall be
under any  obligation to sell or otherwise  dispose of the  Collateral  upon the
request  of Debtor or any other  person or to take any other  action  whatsoever
with regard to the Collateral.  The powers  conferred on Secured Party hereunder
are solely to protect Secured Party's  interests in the Collateral and shall not
impose any duty upon any Secured  Party to  exercise  any such  powers.  Secured
Party  shall be  accountable  only for amounts  that it  actually  receives as a
result of the  exercise of its powers under this  Agreement,  and neither it nor
its officers, directors,  employees or agents shall be responsible to Debtor for
any act or failure to act  hereunder,  except  for its own gross  negligence  or
willful misconduct.

6.   Certain Rights and Remedies.

     6.1  Inspection;  Verification.  Secured Party,  and such persons as it may
designate,  shall have the right from time to time to (i) audit and  inspect (a)
the Collateral, (b) all books and records related thereto (and make extracts and
copies from such records), and (c) the premises upon which any of the Collateral
or books and records may be located; (ii) discuss Debtor's business, operations,
affairs or condition  (financial or otherwise)  with its officers,  accountants;
and (iii) verify the validity,  amount, quality,  quantity, value, condition and
status of, or any other  matter  relating  to the  Collateral  in any manner and
through any medium Secured Party may consider appropriate  (including contacting
account  debtors or third party  possessing the Collateral for purpose of making
such  verification).  Debtor shall furnish all  assistance and  information  and
perform any acts Secured Party may require regarding thereto.  Debtor shall bear
the cost and expense of any such inspection and verification.

     6.2 Notification of Security Interest.  Secured Party may notify any or all
account debtors and other person obligated with respect to the Collateral of the
Security Interest therein.  Upon the request of Secured Party,  Debtor agrees to
enter into such warehousing, lockbox or other custodial arrangement with respect
to any of the Collateral that Secured Party shall deem necessary or desirable.

     6.3 Application of Proceeds.  Secured Party may apply the proceeds from the
sale,  lease or other  disposition  or  realization  upon the  Collateral to the
Obligations in such order and manner and at such time as Secured Party shall, in
its sole  discretion,  determine.  Debtor  waives  and  agrees not to assert any
rights it may have or acquire  under  current  Section  9-112 of the UCC (or any
subsequent amendment thereto).  Debtor shall remain liable for any deficiency if
the proceeds of any sale,  lease or other  disposition or  realization  upon the
Collateral are  insufficient to pay the  Obligations.  Any proceeds  received by
Debtor from the Collateral after an Event of Default shall (i) be held by Debtor
in trust for  Secured  Party in the same medium in which  received;  (ii) not be
commingled with any assets of Debtor; and (iii) be delivered to Secured Party in
the form received,  properly  indorsed to permit  collection.  After an Event of
Default,  Debtor  shall  promptly  notify  Secured  Party  of the  return  to or
repossession by Debtor of goods constituting part of the Collateral,  and Debtor
shall hold the same in trust for Secured  Party and shall dispose of the same as
Secured Party directs.
<PAGE>
     6.4 Income and Proceeds of Instruments and Investment  Property.  Until the
occurrence  of an Event of  Default,  Debtor  reserves  the right to  request to
receive all cash income or cash  distribution  (whether in cash or  evidenced by
check) payable on account of any instrument or investment property  constituting
part of the Collateral (collectively, "Cash Distribution"). Until actually paid,
all rights in the foregoing shall remain subject to the Security  Interest.  Any
other income,  dividend,  distribution,  increase in or profits  (including  any
stock  issued  as  a  result  of  any  stock  split  or  dividend,  any  capital
distributions and the like) on account of any instrument or investment  property
constituting  part of the  Collateral  and,  upon the  occurrence of an Event of
Default, all Cash Distributions, shall be delivered to Secured Party immediately
upon  receipt,  in the exact form  received and without  commingling  with other
property  which may be received  by, paid or delivered to Debtor or for Debtor's
account,  whether as an addition to, in discharge of, in substitution  of, or in
exchange of the  Collateral.  Until delivery,  such Collateral  shall be held in
trust for Secured Party.

     6.5 Registered Holder of the Collateral. Secured Party shall have the right
to transfer to or register (with or without  reference to this Agreement) in the
name  of  Secured  Party  or  its  nominee  any  investment  property,   general
intangible, instrument or deposit account constituting part of the Collateral so
that  Secured  Party or such  nominee  shall  appear as the sole owner of record
thereof;  provided,  however,  that so long as no Event of Default has occurred,
Secured  Party  shall  deliver  to  Debtor  all  notices,  statements  or  other
communications  received by it or its nominee as such registered owner, and upon
demand  and  receipt of payment of  necessary  expenses  thereof,  shall give to
Debtor or its  designee  a proxy or  proxies  to vote and take all  action  with
respect to such Collateral. After the occurrence of any Event of Default, Debtor
waives all rights to be advised of or to  receive  any  notices,  statements  or
communications  received by Secured  Party or its nominee as such record  owner,
and  agrees  that no proxy or proxies  given by  Secured  Party to Debtor or its
designee as aforesaid shall thereafter be effective.

7.   Default.

     7.1 Events of Default.  Any of the  following  events or  conditions  shall
constitute an "Event of Default": (i) failure by Debtor to pay when due (whether
at  the  stated  maturity,  by  acceleration,  upon  demand  or  otherwise)  the
Obligations,  or any part thereof,  or there occurs any event or condition which
after  notice,  lapse of time or after both notice and lapse of time will permit
acceleration of any Obligation; (ii) default by Debtor in the performance of any
obligation,  term or condition of this  Agreement  or any other  agreement  with
Secured  Party  or  any  of  its  affiliates  or   subsidiaries   (collectively,
"Affiliates");  (iii)  failure by Debtor to pay when due  (whether at the stated
maturity,  by  acceleration,  upon  demand or  otherwise)  any  indebtedness  or
obligation  owing to any third party or any  Affiliate,  the  occurrence  of any
event which could result in acceleration of payment of any such  indebtedness or
obligation or the failure to perform any  agreement  with any third party or any
affiliate; (iv) Debtor is dissolved,  becomes insolvent,  generally fails to pay
or admits in writing  its  inability  generally  to pay its debts as they become
due; (v) Debtor makes a general assignment, arrangement or composition agreement
with or for the  benefit  of its  creditors  or  makes,  or sends  notice of any
intended,  bulk sale;  the sale,  assignment,  transfer  or  delivery  of all or
substantially  all of the assets of Debtor to a third party; or the cessation by
Debtor as a going business  concern;  (vi) Debtor files a petition in bankruptcy
or institutes any action under federal or state law for the relief of debtors or
seeks or consents to the appointment of an administrator, receiver, custodian or
similar  official  for the wind up of its  business  (or has such a petition  or
action filed against it and such petition action or appointment is not dismissed
or stayed  within  forty-five  (45)  days);  (vii) the  reorganization,  merger,
consolidation  or  dissolution  of  Debtor  (or  the  making  of  any  agreement
therefor);  (viii) the death or judicial  declaration of incompetency of Debtor,
if an  individual;  (ix) the entry of any judgment or order of any court,  other
governmental  authority or arbitrator against Debtor;  (x) falsity,  omission or
inaccuracy of facts  submitted to Secured  Party or any Affiliate  (whether in a
financial  statement or otherwise);  (xi) an adverse  change in the  Collateral,
Debtor, its business,  operations, affairs or condition (financial or otherwise)
from the status shown on any financial  statement or other document submitted to
Secured Party,  and which change Secured Party  determines  will have a material
adverse affect on (a) Debtor, its business,  operations or condition  (financial
or otherwise),  or (b) the ability of Debtor to pay or perform the  Obligations;
(xii) any  pension  plan of Debtor  fails to comply with  applicable  law or has
vested unfunded  liabilities that, in the opinion of Secured Party, might have a
material  adverse  effect on  Debtor's  ability to repay its  debts;  (xiii) any
indication  or evidence  received by Secured Party that Debtor may have directly
or indirectly  been engaged in any type of activity  which,  in Secured  Party's
discretion,  might  result in the  forfeiture  or any  property of Debtor to any
governmental  authority;  (xiv) the occurrence of any event described in Section
7.1(i) through and including  7.1(xiii) with respect to any endorser,  guarantor
or any other party liable for, or whose assets or any interest  therein secures,
payment of any of the  Obligations;  or (xv)  Secured  Party in good faith deems
itself insecure with respect to payment or performance of the Obligations.
<PAGE>
     7.2 Rights and Remedies Upon Default.  Upon the  occurrence of any Event of
Default,   Secured  Party  without   demand  of  performance  or  other  demand,
presentment,  protest,  advertisement  or notice of any kind  (except any notice
required  by law) to or upon  Debtor or any other  person (all and each of which
demands, presentments,  protests, advertisements and notices are hereby waived),
may  exercise all rights and  remedies of a secured  party under the UCC,  under
other  applicable  law,  in  equity  or  otherwise  or  available  under in this
Agreement including:

          7.2.1  Obligations  Immediately Due;  Termination of Lending.  Secured
     Party may declare all or any part of any  Obligations not payable on demand
     to be immediately due and payable without demand or notice of any kind. All
     or any part of any Obligations  whether or not payable on demand,  shall be
     immediately due and payable  automatically  upon the occurrence of an Event
     of  Default  in  Section  7.1 (vi)  above.  The  provisions  hereof are not
     intended in any way to affect any rights of Secured  Party with  respect to
     any  Obligations  which may now or hereafter be payable on demand.  Secured
     Party may  terminate  any  obligation  it may have to grant any  additional
     loan, credit or other financial accommodation to Debtor.

          7.2.2  Access  to  Collateral.  Secured  Party,  or  its  agents,  may
     peaceably  retake  possession of the  Collateral  with or without notice or
     process of law, and for that purpose may enter upon any premises  where the
     Collateral  is located  and remove the same.  At Secured  Party's  request,
     Debtor shall assemble the Collateral and deliver it to Secured Party or any
     place designated by Secured Party, at Debtor's expense.

          7.2.3 Sell  Collateral.  Secured  Party  shall have the right to sell,
     lease or  otherwise  dispose of the  Collateral  in one or more  parcels at
     public or private  sale or sales upon such terms and  conditions  as it may
     deem  advisable  and at such  prices  as it may deem  best,  for cash or on
     credit or for future delivery  without  assumption of any credit risk. Each
     purchaser at any such sale shall hold the property  sold  absolutely,  free
     from any claim or right on the part of Debtor. Debtor hereby waives (to the
     extent permitted by law) all rights of redemption, stay and appraisal which
     Debtor now has or may at any time in the future  have under any  applicable
     law now existing or hereafter  enacted.  Secured Party shall have the right
     to use Debtor's  premises and any materials or rights of Debtor  (including
     any  intellectual  property  rights)  without  charge  for  such  sales  or
     disposition of the Collateral or the completion of any work in progress for
     such  times as  Secured  Party may see fit.  Without  in any way  requiring
     notice to be given in the  following  time and manner,  Debtor  agrees that
     with  respect to any notice by  Secured  Party of any sale,  lease or other
     disposition  or  realization  or  other  intended  action  hereunder  or in
     connection herewith,  whether required by the UCC or otherwise, such notice
     shall be  deemed  reasonable  and  proper  if given at least  five (5) days
     before such action in the manner  described  below in the Section  entitled
     "Notices".

          7.2.4 Collect Revenues. Secured Party may either directly or through a
     receiver  (i)  demand,  collect  and sue on any  Collateral  consisting  of
     accounts or any other Collateral including notifying account debtors or any
     other persons obligated on the Collateral to make payment on the Collateral
     directly to Secured Party;  (ii) file any claim or to take any other action
     or proceeding in any court of law or equity or otherwise deemed appropriate
     by Secured  Party with  respect to the  Collateral  or to enforce any other
     right in respect of the Collateral;  (iii) take control,  in any manner, of
     any payment or proceeds from the  Collateral;  (iv) prosecute or defend any
     suit,  action or  proceeding  brought  against  Debtor with  respect to the
     Collateral;  (v) settle,  compromise  or adjust any and all claims  arising
     under the  Collateral  or, to give such  discharges  or releases as Secured
     Party may deem appropriate;  (vi) receive and collect all mail addressed to
     Debtor,  direct the place of delivery thereof to any location designated by
     Secured  Party;  to open such mail;  to remove all contents  therefrom;  to
     retain all contents  thereof  constituting  or relating to the  Collateral;
     (vii)  execute,   sign  or  endorse  any  and  all  claims,   endorsements,
     assignments, checks or other instruments with respect to the Collateral; or
     (viii) generally,  use, sell, transfer,  pledge and make any agreement with
     respect to or otherwise deal with any of the Collateral;  and Debtor hereby
     irrevocably appoints Secured Party, its officers,  employees and agents, or
     any of them, as attorneys-in-fact  for Debtor with full power and authority
     in the place  and  stead of Debtor  and in the name of Debtor or in its own
     name from time to time in Secured Party's  discretion,  to take any and all
     appropriate action Secured Party deems necessary or desirable to accomplish
     any of the foregoing or otherwise to protect,  preserve, collect or realize
     upon the Collateral or to accomplish the purposes of this Agreement. Debtor
     revokes each power of attorney  (including any proxy) heretofore granted by
     Debtor with regard to the Collateral. This power of attorney, being coupled
     with  an  interest,  is  irrevocable  and  shall  not  be  affected  by the
     subsequent disability or incompetence of Debtor.
<PAGE>
          7.2.5 Setoff.  Secured Party may place an  administrative  hold on and
     set off against the  Obligations  any  property  held in a deposit or other
     account with Secured Party or any of its  Affiliates or otherwise  owing by
     Secured  Party or any of its  Affiliates  in any  capacity to Debtor.  Such
     set-off  shall be  deemed to have been  exercised  immediately  at the time
     Secured Party or such Affiliate elects to do so.

     8.  Expenses.  Debtor  shall pay to  Secured  Party on demand all costs and
expenses  (including  all  reasonable  fees  and  disbursements  of all  counsel
retained for advice,  suit,  appeal or other  proceedings  or purpose and of any
experts or agents it may retain),  which  Secured  Party may incur in connection
with (i) the administration of this Agreement, including any administrative fees
Secured  Party  may  impose  for the  preparation  of  discharges,  releases  or
assignments to third-parties;  (ii) the custody or preservation of, or the sale,
lease  or  other  disposition  or  realization  on  the  Collateral;  (iii)  the
enforcement and collection of any Obligations or any guaranty thereof;  (iv) the
exercise, performance ,enforcement or protection of any of the rights of Secured
Party  hereunder;  or (v) the  failure  of  Debtor to  perform  or  observe  any
provisions  hereof.  After such demand for  payment of any cost,  expense or fee
under this Section or elsewhere under this Agreement,  Debtor shall pay interest
at the highest  default rate specified in any  instrument  evidencing any of the
Obligations  from the date  payment is  demanded  by  Secured  Party to the date
reimbursed  by Debtor.  All such costs,  expenses  or fees under this  Agreement
shall be added to the Obligations.

9.   Indemnification. Debtor shall indemnify Secured Party and its Affiliates
and each officer, employee,  accountant,  attorney and other agent thereof (each
such person being an "Indemnified  Party") on demand,  without any limitation as
to amount,  against each liability,  cost and expense  (including all reasonable
fees and disbursements of all counsel retained for advice, suit, appeal or other
proceedings  or purpose,  and of any expert or agents an  Indemnified  Party may
retain)  heretofore or hereafter imposed on, incurred by or asserted against any
Indemnified Party (including any claim involving any allegation of any violation
of applicable law of any governmental authority (including any environmental law
or criminal  law)),  however  asserted  and whether  now  existing or  hereafter
arising,  arising  out  of  any  ownership,  disposition  or  use  of any of the
Collateral;  provided,  however,  the  foregoing  indemnity  shall  not apply to
liability,  cost or expense solely  attributable to an Indemnified Party's gross
negligence or willful  misconduct.  This indemnity  agreement  shall survive the
termination  of this  Agreement.  Any  amounts  payable  under this or any other
section of this Agreement shall be additional Obligations secured hereby.

 10. Miscellaneous.

     10.1 Notices.  Any demand or notice  hereunder or under any  applicable law
pertaining  hereto shall be in writing and duly given if delivered to Debtor (at
its address on Secured  Party's  records) or to Secured Party (at the address on
page one and  separately to Secured  Party's  officer  responsible  for Debtor's
relationship  with  Secured  Party).  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 Debtor and Secured Party.

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

     10.3 Security Interest Absolute. All rights of Secured Party hereunder, the
Security  Interest and all obligations of Debtor hereunder shall be absolute and
unconditional  irrespective  of (i)  any  filing  by or  against  Debtor  of any
petition in  bankruptcy  or any action under federal or state law for the relief
of  debtors  or  the  seeking  or  consenting  to  of  the   appointment  of  an
administrator,  receiver,  custodian  or similar  officer for the wind up of its
<PAGE>
business;  (ii) any lack of validity or  enforceability  of any  agreement  with
respect to any of the Obligations, (iii) any change in the time, manner or place
of payment  of, or in any other term of, all or any of the  Obligations,  or any
other  amendment or waiver of or any consent to any departure from any agreement
or instrument  with respect to the  Obligations,  (iv) any exchange,  release or
non-perfection  of any lien or any release or  amendment or waiver of or consent
under or departure from any guarantee,  securing or  guaranteeing  all or any of
the Obligations, or (v) any other circumstance that might otherwise constitute a
defense available to, or a discharge of, Debtor in respect of the Obligations or
this  Agreement.  If,  after  receipt  of any  payment of all or any part of the
Obligations, Secured Party is for any reason compelled to surrender such payment
to any person or  entity,  because  such  payment  is  determined  to be void or
voidable as a preference,  impermissible  setoff, or a diversion of trust funds,
or for any  other  reason,  such  payment  shall  be  reinstated  as part of the
Obligations and this Agreement shall continue in full force  notwithstanding any
contrary action which may have been taken by Secured Party in reliance upon such
payment,  and any such  contrary  action so taken shall be without  prejudice to
Secured  Party's  rights under this  Agreement  and shall be deemed to have been
conditioned upon such payment having become final and irrevocable.

     10.4 Remedies  Cumulative;  Preservation of Rights. The rights and remedies
herein are  cumulative,  may be  exercised  singly or  concurrently  and are not
exclusive of any other  rights or remedies  which  Secured  Party may have under
other agreements now or hereafter in effect between Debtor and Secured Party, at
law (including under the UCC) or in equity. No failure or delay of Secured Party
in exercising any power or right  hereunder  shall operate as a waiver  thereof,
nor shall any single or  partial  exercise  of any such  right or power,  or any
abandonment  or  discontinuance  of steps  to  enforce  such a right  or  power,
preclude  any other or further  exercise  thereof or the  exercise  of any other
right or power. Debtor expressly disclaims any reliance on any course of dealing
or  usage  of  trade  or  oral   representation   of  Secured  Party   including
representations to make loans to Debtor. No notice to or demand on Debtor in any
case shall entitle Debtor to any other or further notice or demand in similar or
other circumstances.

     10.5 Joint and Several;  Successors and Assigns.  If there is more than one
Debtor,  each of them shall be jointly  and  severally  liable for all  amounts,
which become due, and the  performance of all  obligations  under this Agreement
and the term "Debtor" shall include each as well as all of them.  This Agreement
shall be binding upon Debtor and upon its heirs and legal  representatives,  its
successors and assignees,  and shall inure to the benefit of, and be enforceable
by,  Secured  Party,  its  successors  and assignees and each direct or indirect
assignee or other transferee of any of the Obligations;  provided, however, that
this Agreement may not be assigned by Debtor  without the prior written  consent
of Secured Party.

     10.6 Waivers; Changes in Writing. No course of dealing or other conduct, no
oral agreement or  representation  made by Secured Party or usage of trade shall
operate  as a waiver of any right or remedy of Secured  Party.  No waiver of any
provision  of this  Agreement or consent to any  departure  by Debtor  therefrom
shall in any event be effective  unless made  specifically in writing by Secured
Party and then such waiver or consent  shall be  effective  only in the specific
instance and for the purpose for which given.  No  modification to any provision
of this  Agreement  shall be  effective  unless made in writing in an  agreement
signed by Debtor and Secured Party.

     10.7  Interpretation.   Unless  the  context  otherwise  clearly  requires,
references  to plural  includes  the  singular  and  references  to the singular
include the plural;  the word "or" has the inclusive meaning  represented by the
phrase "and/or"; the word "including",  "includes" and "include" shall be deemed
to be  followed  by the words  "without  limitation";  and  captions  or section
headings  are  solely  for  convenience  and not part of the  substance  of this
Agreement.  Any  representation,  warranty,  covenant or agreement  herein shall
survive execution and delivery of this Agreement and shall be deemed continuous.
Each  provision  of this  Agreement  shall be  interpreted  as  consistent  with
existing law and shall be deemed amended to the extent  necessary to comply with
any conflicting  law. If any provision  nevertheless is held invalid,  the other
provisions shall remain in effect. Debtor agrees that in any legal proceeding, a
photocopy of this  Agreement  kept in Secured  Party's course of business may be
admitted  into  evidence as an  original.  Terms not  otherwise  defined in this
Agreement shall have the meanings attributed to such terms in the UCC.

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


Dated March 26,2003                        PRO-FAC COOPERATIVE, INC.
      ---------------------




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





                                 ACKNOWLEDGMENT

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













<PAGE>
FOR SECURED PARTY USE ONLY:

Authorization confirmed:
                          -------------------------------------------

If Debtor's Obligations arise under a guaranty in favor of Secured Party, list
the name whose indebtedness is being guaranteed under such guaranty:



<PAGE>


{399174:}
                                    Exhibit A


1.       Permitted Liens (ss.3.1)

         None, except prior leasehold financing


2. Residence, principal place of business or chief executive office (ss.3.5(i))

         90 Linden Oaks, Rochester, New York 14625


3. Location of Books and Records (ss.3.5(ii))

         90 Linden Oaks, Rochester, New York 14625


4. Location of Inventory, Equipment, Fixtures, Crops or Timber (ss.3.5(iii) and
ss.3.5(iv))

         90 Linden Oaks, Rochester, New York 14625 for equipment and fixtures.
         Borrower will maintain and provide to Secured Party upon request copies
         of all crop agreements in place with its members through the period
         when Borrower pays for crops delivered.


5. Locations Not Owned by Debtor and Name of Record Owner (ss.3.5)

         LP Associates
         80 Linden Oaks, Rochester, New York 14625


6. Trade Name, "Doing Business As" Name or Assumed Name (ss.3.6)

         None