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                                                                   EXHIBIT 10.54



                                   TERM NOTE
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$2,400,000.00                                                    August 23, 2000

     FOR VALUE RECEIVED, the undersigned, OVERHILL FARMS, INC., a Nevada
corporation ("Borrower"), hereby promises to pay to the order of UNION BANK OF
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CALIFORNIA, N.A. ("Payee"), or its assigns, at its address at 445 South Figueroa
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Street, 15/th/ Floor, Los Angeles, California 90071-1602, or at such other place
as Payee may designate from time to time in writing, in lawful money of the
United States of America and in immediately available funds, the principal
amount of TWO MILLION FOUR HUNDRED THOUSAND and No/100 DOLLARS ($2,400,000.00).

     Capitalized terms or matters of construction defined or established in

Schedule A to the Loan and Security Agreement dated as of November 24, 1999, by
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and between Borrower and Payee, as amended by the First Amendment to Loan and
Security Agreement of even date herewith (collectively, including all exhibits
and schedules thereto, and as the same may be amended, restated, supplemented,
or otherwise modified from time to time, the "Loan Agreement"), shall be applied
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herein as defined or established therein.  This Term Note ("Note") is issued
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pursuant to the Loan Agreement, is the "Term Note" referred to therein, and is
entitled to the benefit and security of the Loan Documents provided for therein,
to which a reference is hereby made for a statement of all of the terms and
conditions under which the Term Loan is made and are to be repaid.  All of the
terms, covenants, and conditions of the Loan Agreement and all other Instruments
evidencing or securing the Indebtedness hereunder, including the Loan Documents,
are hereby made a part of this Note and are deemed incorporated herein in full.
The principal balance of the Term Loan, the rates of interest applicable thereto
and the date and amount of each payment made on account of the principal thereof
shall be recorded by Payee on its books and records; provided, that the failure
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by Payee to make any such recordation shall not affect the obligations of
Borrower to make payment when due of any amount owing under the Term Loan.

          The principal amount of the Indebtedness from time to time evidenced
hereby shall be payable in the amounts and on the dates specified in the Loan
Agreement and, if not sooner paid in full, on the Commitment Maturity Date.
Interest on the outstanding principal amount of this Note shall be paid until
such principal amount is paid in full at such rates of interest, including the
Default Rate, if applicable, and at such times as are specified in the Loan
Agreement.

          Except as otherwise provided in the Loan Agreement, if any payment or
prepayment on this Note becomes due and payable on a day other than a Business
Day, the maturity thereof shall be extended to the next succeeding Business Day
and, with respect to payments of principal, interest thereon shall be payable at
the then applicable rate during such extension.

          Upon the occurrence and during the continuance of an Event of Default,
this Note may, without demand, notice, or legal process of any kind, as provided
in the Loan Agreement, be declared, and upon such declaration immediately shall
become, or upon certain circumstances set forth in the Loan Agreement may become
without declaration, due and payable.

          Time is of the essence of this Note.  To the fullest extent permitted
by applicable law, Borrower waives presentment, demand, protest, and notice of
nonpayment and protest.
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          THIS NOTE SHALL BE GOVERNED BY, AND INTERPRETED AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO THE
PRINCIPLES THEREOF REGARDING CONFLICT OF LAWS, AND ANY APPLICABLE LAWS OF THE
UNITED STATES OF AMERICA.


                         OVERHILL FARMS, INC., a Nevada corporation


                         By:
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                         Name:
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                         Title:
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                         By:
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                         Name:
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                         Title:
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