EXHIBIT 10.43

              SIXTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT AND
                FIRST AMENDMENT TO COLLATERAL ACCOUNT AGREEMENT


         This Sixth Amendment,  dated as of March 12, 1998, is made by and among
LaCANASTA OF MINNESOTA,  INC., a Minnesota corporation (the "Borrower"),  SPARTA
FOODS,  INC., a Minnesota  corporation  ("Sparta")  and NORWEST BANK  MINNESOTA,
NATIONAL ASSOCIATION, a national banking association (the "Lender").

                                    Recitals

         The  Borrower,  Sparta  and the  Lender  are  parties to the Credit and
Security  Agreement  dated as of December 9, 1994, as  supplemented by the First
Supplement  to Credit  Agreement  dated as of December 13, 1994, as amended by a
First  Amendment  to  Credit  Agreement  dated as of April  14,  1995,  a Second
Amendment to Credit  Agreement dated as of September 21, 1995, a Third Amendment
to Credit Agreement dated as of April 23, 1996, a Fourth Amendment to Credit and
Security  Agreement  dated as of December 20, 1996, a Fifth  Amendment to Credit
and Security  Agreement  dated as of July 1, 1997, a letter  amendment to Credit
and  Security  Agreement  dated as of October 22,  1997,  a letter  amendment to
Credit and  Security  Agreement  dated as of  December  30,  1997,  and a letter
amendment  dated as of February 17, 1998 (as amended,  the "Credit  Agreement").
All  capitalized  terms used in these  Recitals shall have the meanings given to
them in the Credit Agreement.

         Pursuant to the Credit Agreement,  the Lender has made Advances, a Term
Loan  A, a Term  Loan B and a  Capital  Expenditure  Loan to the  Borrower.  The
Borrower's  obligations  to pay  the  Advances  is  presently  evidenced  by the
Revolving Note of the Borrower  dated July 7, 1997,  payable to the order of the
Lender  in  the  original   principal  amount  of  $2,000,000.   The  Borrower's
obligations  to pay the Term Loan A is  presently  evidenced  by the Term Loan A
Note of the Borrower dated December 9, 1994,  payable to the order of the Lender
in the original  principal amount of $1,784,800.  The Borrower's  obligations to
pay the  Term  Loan B is  presently  evidenced  by the  Term  Loan B Note of the
Borrower dated July 1, 1997,  payable to the order of the Lender in the original
principal  amount of $750,000.  The  Borrower's  obligations  to pay the Capital
Expenditure Loan is presently  evidenced by the Capital Expenditure Loan Note of
the Borrower dated December 20, 1996,  payable to the order of the Lender in the
original  principal  amount  of  $473,333.  As of March  11,  1998,  outstanding
principal  balance  of  the  Revolving  Note  was  $0.  As of  March  11,  1998,
outstanding  principal balance of the Term Loan A Note, the Term Loan B Note and
the Capital Expenditure Loan Note was $1,289,639.58. The Advances, the Term Loan
A, the Term Loan B and the Capital Expenditure Loan and all other obligations of
the Borrower  owing to the Lender are secured,  among other things,  pursuant to
the Credit and Security Agreement of the Borrower dated as of December 9, 1994.

         The Borrower has  requested,  that the Term Loan A, the Term Loan B and
the Capital  Expenditure Loan be consolidated  into one term loan facility,  and
that the definition of Borrowing Base be amended, among other things. The Lender
is willing to grant the  Borrower's  request  subject to the terms of this Sixth
Amendment.

         Accordingly, the Borrower and the Lender hereby agree as follows:

         1. Defined Terms.  Terms used in this Sixth Amendment which are defined
in the Credit Agreement shall have the same meanings as defined therein,  unless
otherwise defined herein. In addition, the definitions of Term Loan A, Term Loan
A Note,  Term Loan B, Term Loan B Note,  Term Loan  Notes,  Capital  Expenditure
Loan, and Capital Expenditure Loan Note are deleted.  In addition,  Section 1.01
of the Credit  Agreement is amended by adding or  amending,  as the case may be,
the following new definitions:

         "`Borrowing Base' means, at any time and subject to change from time to
time in the Lender's sole discretion, the lessor of:

                  (a) The Revolving Credit Facility Maximum Amount, or

                  (b) the sum of (1) up to eighty-two  percent (82%) of Eligible
         Accounts,  plus (2) up to fifty  percent  (50%) of Eligible  Inventory,
         less (3) the amount of any  deductible  with  respect to any  insurance
         coverage  insuring  the  Accounts  in effect  from time to time  (which
         deductible is $15,000 as of the date of the Sixth Amendment)."

         "`Revolving Credit Facility Maximum Amount' shall mean $1,200,000."
<PAGE>

         "`Revolving  Loan Spread' means the percentage set forth below opposite
the  range of  Leverage  Ratio in which the  Borrower's  Leverage  Ratio  falls.
Reductions  and increases in the  percentage  will be determined  quarterly upon
receipt of the Borrower's  financial statements as required under Section 6.1(b)
of the Credit  Agreement,  but such  reductions  and  increases  will be applied
retroactively to the beginning of the quarter immediately  following the quarter
for which the  determination was made. From the beginning of each fiscal quarter
until such  determination  is made with  respect to that  quarter,  the Borrower
shall pay  interest as if the  percentage  were  unchanged  from the  percentage
applicable  at the end of the preceding  fiscal  quarter.  If the  percentage is
determined to have increased and the Borrower has thus underpaid  interest since
the beginning of that fiscal quarter,  the Borrower shall pay such deficiency on
demand.  If the  percentage is determined to have decreased and the Borrower has
thus overpaid  interest since the beginning of that fiscal  quarter,  the Lender
shall credit such  overpayment,  first,  as a  prepayment  of accrued but unpaid
interest  on the  Revolving  Note,  and,  second,  as a  prepayment  of interest
thereafter  accruing on the Revolving Note.  Notwithstanding  the foregoing,  no
reduction in the percentage will be made if a Default or an Event of Default has
occurred and is continuing at the time that such  reduction  would  otherwise be
made.

           Leverage Ratio                       Percentage

        1.01 to 1.00 or more                        0.25%

        1.00 to 1.00 or below                       0.00%

As of the December 31, 1997,  the  Borrower's  Leverage  Ratio was 4.45 to 1.00;
however, due to the Borrower's $2,500,000 preferred stock placement in February,
1998,  the Lender  will hold the  Revolving  Loan Spread at 0.25% for the period
from January 1, 1998 through March 31, 1998.  From April 1, 1998 and thereafter,
the Revolving Loan Spread shall mean the percentage set forth above opposite the
range of Leverage Ratio in which the Borrower's Leverage Ratio falls."

         "`Revolving Note' means the $1,200,000  promissory note of the Borrower
to the Lender in substantially the form of Exhibit A to the Sixth Amendment."

         "`Sixth  Amendment'  means the Sixth  Amendment  to Credit and Security
Agreement and First Amendment to Collateral  Account Agreement dated as of March
12, 1998, among the Borrower, Sparta and the Lender."

         "`Sixth  Amendment  Effective  Date'  means  the  date  that all of the
conditions in Section 11 of Sixth Amendment have been satisfied."

         "`Term Loan' has the meaning specified in Section 2.2 hereof."

         "`Term Loan Note' means the $2,317,640  promissory note of the Borrower
to the Lender in substantially the form of Exhibit B to the Sixth Amendment."

         "`Term Loan Spread' means the  percentage  set forth below opposite the
range of Leverage Ratio in which the Borrower's Leverage Ratio falls. Reductions
and increases in the percentage will be determined quarterly upon receipt of the
Borrower's  financial  statements as required under Section 6.1(b) of the Credit
Agreement,  but such reductions and increases will be applied  retroactively  to
the  beginning of the quarter  immediately  following  the quarter for which the
determination  was made.  From the  beginning of each fiscal  quarter until such
determination  is made with  respect to that  quarter,  the  Borrower  shall pay
interest as if the percentage  were unchanged from the percentage  applicable at
the end of the preceding fiscal quarter. If the percentage is determined to have
increased and the Borrower has thus  underpaid  interest  since the beginning of
that fiscal quarter,  the Borrower shall pay such  deficiency on demand.  If the
percentage is  determined  to have  decreased and the Borrower has thus overpaid
interest  since the  beginning of that fiscal  quarter,  the Lender shall credit
such  overpayment,  first, as a prepayment of accrued but unpaid interest on the
Term Loan Note, and, second, as a prepayment of interest  thereafter accruing on
the  Term  Loan  Note.  Notwithstanding  the  foregoing,  no  reduction  in  the
percentage  will be made if a Default or an Event of Default has occurred and is
continuing at the time that such reduction would otherwise be made.

<PAGE>

         Leverage Ratio                           Percentage

        1.01 to 1.00 or more                         0.50%

        1.00 to 1.00 or below                        0.25%

As of the December 31, 1997,  the  Borrower's  Leverage  Ratio was 4.45 to 1.00;
however, due to the Borrower's $2,500,000 preferred stock placement in February,
1998,  the Lender  will hold the Term Loan  Spread at 0.50% for the period  from
January 1, 1998 through March 31, 1998. From April 1, 1998 and  thereafter,  the
Term Loan Spread shall mean the percentage set forth above opposite the range of
Leverage Ratio in which the Borrower's Leverage Ratio falls."

         2. Term Loan. The entire Section 2.2 of the Credit Agreement is deleted
in its entirety and replaced with the following new Section 2.2:

         "Section 2.2 Term Loan. The Lender has made a term loan to the Borrower
before the date of the Sixth Amendment,  the Borrower's obligations to pay which
are evidenced by the  promissory  note of the Borrower  dated  December 9, 1994,
payable  to the  order  of  the  Lender  in the  original  principal  amount  of
$1,784,800  (the  "Prior  Term Loan A Note").  The Lender has made a second term
loan to the  Borrower  before the date of the Sixth  Amendment,  the  Borrower's
obligations  to pay which are evidenced by the  promissory  note of the Borrower
dated July 1, 1997, payable to the order of the Lender in the original principal
amount of $750,000 (the "Prior Term Loan B Note"). The Lender has made a capital
expenditure  loan to the Borrower  before the date of the Sixth  Amendment,  the
Borrower's  obligations to pay which are evidenced by the promissory note of the
Borrower  dated  December  20,  1996,  payable to the order of the Lender in the
original  principal  amount of $473,333  (the "Prior  Capital  Expenditure  Loan
Note").  As of March 11, 1998, the outstanding  principal  balances of the Prior
Term Loan A Note,  the Prior Term Loan B Note and the Prior Capital  Expenditure
Loan Note was  $1,289,639.58.  The Lender has committed to consolidate the Prior
Term Loan A Note,  the Prior Term Loan B Note and the Prior Capital  Expenditure
Loan Note and make a new term loan to the  Borrower  as of the date of the Sixth
Amendment  (the  "Term  Loan"),  the  Borrower's  obligations  to pay  which are
evidenced by a promissory note of the Borrower dated March 12, 1998,  payable to
the order of the Lender in the  original  principal  amount of  $2,317,640  (the
"Term Loan Note"), substantially in the form of Exhibit B to the Sixth Amendment
and shall be secured pursuant to the Credit Agreement and the Security Documents
as therein  defined.  The principal  amount of the Term Loan shall be payable in
sixty (60)  consecutive  monthly  installments  of  Thirty-Eight  Thousand  Five
Hundred  Dollars  ($38,500),  commencing on April 1, 1998, with a payment of all
unpaid  principal and other  obligations  on the earliest of  termination of the
Revolving Credit Facility, demand by the Lender or the Termination Date."

         3. Interest.  Section 2.4(a) of the Credit  Agreement is hereby amended
in its entirety to read as follows:

         "Section 2.4 Interest.  (a) The  principal of the Advances  outstanding
during any month under the Revolving  Credit Facility shall bear interest at the
Revolving Note Rate, and all other  Obligations  shall bear interest at the Term
Note Rate; provided,  however, that from the first day of any month during which
any Default or Event of Default  occurs or exists at any time,  in the  Lender's
discretion  and  without  waiving  any of its other  rights  and  remedies,  the
principal of the Advances  outstanding and the unpaid  principal  balance of the
Term Loan and any other  Obligations  outstanding  from time to time  shall bear
interest at the  applicable  Default Rate;  and provided,  further,  that in any
event no rate  change  shall be put into  effect  which  would  result in a rate
greater  than the  highest  rate  permitted  by law.  Interest  accruing  on the
principal balance of the Advances under the Revolving Credit Facility,  the Term
Loan, and any other  Obligations  outstanding from time to time shall be payable
on the first day of the next  succeeding  month and on the  Termination  Date or
earlier  demand or prepayment in full. All interest  (including  interest at the
Default  Rate) shall be computed on the basis of actual days  elapsed in a three
hundred sixty (360) day year."

<PAGE>

         4. Prepayment  Penalty.  Section 2.6 of the Credit Agreement is amended
in its entirety to read as follows:

         "Section  2.6  Voluntary  Prepayment;  Termination  of Agreement by the
Borrower.  Except as  otherwise  provided  herein and  subject to payment of the
prepayment fees set forth below, the Borrower may, in its discretion, prepay the
Advances  in  whole at any time or from  time to time in part.  If the  Borrower
desires or decides to terminate  this Agreement as of any date prior to December
31, 1999,  or to prepay any  Obligations  with funds not  generated  solely from
Borrower's operations in the ordinary course of business, the Borrower shall (a)
provide the Lender with thirty (30) days' prior written notice of the Borrower's
intention to do so, and (b) unless the Borrower pays the Obligations (i) in full
with funds from the Lender or an affiliate of Lender, (ii) upon Lender's written
consent  thereto with cash  received  from a stock  offering of Sparta's  common
stock or (iii) upon the Lender's written consent thereto with cash received from
the sale of the Owned  Premises,  pay the Lender a prepayment fee of one percent
(1%)  of  the  Revolving   Credit  Facility  Maximum  Amount  plus  the  average
outstanding principal balance of the Term Loan over the previous three (3) month
period.  Failure to provide the aforesaid notice or to prepay the Obligations in
full, will not relieve the Borrower of its obligation to pay the prepayment fee.
Upon  compliance  with the  foregoing  requirements  and  subject to payment and
performance  of all the Borrower's  Obligations to the Lender,  the Borrower may
obtain any release or termination of the Security Interest to which the Borrower
is otherwise entitled by law."

         5. Financial Covenants.  Sections 6.12 and 6.13 of the Credit Agreement
are amended in their entirety to read as follows:

         "Section  6.12  Minimum  Tangible  Net  Worth.   The  Borrower,   on  a
consolidated  basis with Sparta,  shall maintain at all times during each fiscal
month in each period set forth below (calculated at the end of each fiscal month
during each period set forth below) its Tangible Net Worth at or above the level
set forth below opposite each such period:

------------------------------------- ---------------------------
                                           Minimum Tangible
               Period                         Net Worth
------------------------------------- ---------------------------
      December 1, 1997 through
          January 31, 1998                     $500,000
------------------------------------- ---------------------------
      February 1, 1998 through
           June 30, 1998                      $2,700,000
------------------------------------- ---------------------------
        July 1, 1998 through
          August 31, 1999                     $2,900,000
------------------------------------- ---------------------------
     September 1, 1999 through
         December 31, 1999                    $3,700,000
------------------------------------- ---------------------------

         Section 6.13 Maximum  Leverage Ratio.  The Borrower,  on a consolidated
basis with Sparta,  shall maintain at all times during each fiscal month in each
period set forth below  (calculated  at the end of each fiscal month during each
period set forth below) its Leverage Ratio at or below the level set forth below
opposite each such period:

------------------------------------- ----------------------
               Period                        Maximum
                                         Leverage Ratio
------------------------------------- ----------------------
      December 1, 1997 through
          January 31, 1998                5.00 to 1.00
------------------------------------- ----------------------
      February 1, 1998 through
         December 31, 1999                1.60 to 1.00
------------------------------------- ----------------------

         6. Expenditures for Fixed Assets.  Section 7.10 of the Credit Agreement
is amended in its entirety to read as follows:


<PAGE>

         "Section  7.10 Capital  Expenditures.  Sparta will not make any Capital
Expenditures.  During each period set forth below,  the Borrower will not expend
or contract to expend for  Capital  Expenditures  more than the amount set forth
below opposite each such period:

----------------------------------- -----------------------------
                                              Maximum
              Period                    Capital Expenditures
----------------------------------- -----------------------------
        Fiscal year ended
        September 30, 1998                   $2,500,000
----------------------------------- -----------------------------
        Fiscal year ended
        September 30, 1999                    $500,000
----------------------------------- -----------------------------
     October 1, 1999 through
         Termination Date                     $500,000
----------------------------------- -----------------------------

         7.  Consent to Payment  of  Subordinated  Creditor.  The  Borrower  has
requested  that the Lender  consent to the  Borrower's  payment of certain debts
owed to IFP Trust,  a subordinated  creditor.  Such payments are prohibited by a
Subordination Agreement executed by the IFP Trust for the benefit of the Lender,
and  acknowledged by the Borrower.  The Lender hereby consents to the payment of
subordinated debt by the Borrower to IFP Trust.

         8. New  Compliance  Certificate.  Exhibit D to the Credit  Agreement is
hereby  amended  in its  entirety  and  replaced  with  Exhibit  C to the  Sixth
Amendment.

         9.  Amendment  to  Collateral  Account  Agreement.  Paragraph  4 of the
Collateral Account  Agreement,  dated as of December 9, 1994, by and between the
Borrower  and the Lender  (the  "Collateral  Account  Agreement")  is amended by
deleting the  reference  "two (2) days" as it appears  therein and  replacing it
with "one (1) day".

         10.  No Other  Changes.  Except as  explicitly  amended  by this  Sixth
Amendment, all of the terms and conditions of the Credit Agreement and Revolving
Note  shall  remain in full  force and  effect  and shall  apply to any  Advance
thereunder.

         11.  Amendment  Fee.  The  Borrower  agrees  to pay the  Lender a fully
earned,  non-refundable  fee in the  amount of $2,500  in  consideration  of the
execution by the Lender of this Sixth  Amendment,  payable upon the execution of
this Sixth Amendment.

         12. Conditions Precedent.  This Sixth Amendment shall be effective upon
receipt by the Lender of an executed original hereof,  together with each of the
following,  each in  substance  and form  acceptable  to the  Lender in its sole
discretion:

         (a) The new Revolving Note duly executed by the Borrower.

         (b) The new Term Loan Note duly executed by the Borrower.

         (c) A Certificate of the Secretary of the Borrower certifying as to (i)
the  resolutions  of the  board  of  directors  of the  Borrower  approving  the
execution and delivery of this Sixth Amendment,  the Revolving Note and the Term
Loan Note,  (ii) the fact that the Articles of  Incorporation  and Bylaws of the
Borrower,  which were previously  delivered to the Lender continue in full force
and effect and have not been amended or otherwise  modified  except as set forth
in the Certificate to be delivered, and (iii) the incumbency of the officers and
agents of the Borrower  authorized  to sign and to act on behalf of the Borrower
and setting  forth the sample  signatures  of each of the officers and agents of
the  Borrower  authorized  to execute  and  deliver  this Sixth  Amendment,  the
Revolving  Note and the Term Loan Note and all other  documents,  agreements and
certificates on behalf of the Borrower.

<PAGE>

         (d) Payment of the amendment fee of $2,500.

         (e) Such other matters as the Lender may require.

         13. Representations and Warranties.  The Borrower hereby represents and
warrants to the Lender as follows:

                  ( a) The Borrower  has all  requisite  power and  authority to
         execute this Sixth Amendment, the Revolving Note and the Term Loan Note
         and to  perform  all of its  obligations  thereunder,  and  this  Sixth
         Amendment  has been duly  executed  and  delivered  by the Borrower and
         constitutes  the legal,  valid and binding  obligation of the Borrower,
         enforceable in accordance with its terms.

                  ( b) The execution,  delivery and  performance by the Borrower
         of this Sixth Amendment, the Revolving Note and the Term Loan Note have
         been duly authorized by all necessary  corporate  action and do not (i)
         require any  authorization,  consent or  approval  by any  governmental
         department,  commission,  board,  bureau,  agency  or  instrumentality,
         domestic or foreign,  (ii) violate any  provision  of any law,  rule or
         regulation or of any order,  writ,  injunction  or decree  presently in
         effect,  having  applicability  to the  Borrower,  or the  articles  of
         incorporation  or by-laws of the Borrower,  or (iii) result in a breach
         of or  constitute  a  default  under  any  indenture  or loan or credit
         agreement  or any other  agreement,  lease or  instrument  to which the
         Borrower  is a party or by which it or its  properties  may be bound or
         affected.

                  ( c) All of the  representations  and warranties  contained in
         Article IV of the Credit  Agreement  are  correct on and as of the date
         hereof as though made on and as of such date, except to the extent that
         such representations and warranties relate solely to an earlier date.

                  ( d) The  recitals set forth on the first page hereof are true
         and correct.

         14.  References.  All  references  in the  Credit  Agreement  to  "this
Agreement"  shall be deemed to refer to the Credit  Agreement as amended hereby;
and any  and all  references  in the  Mortgage  or any  Guaranty  to the  Credit
Agreement  shall be deemed to refer to the Credit  Agreement as amended  hereby.
Upon the  satisfaction  of each of the  conditions  set  forth in  paragraph  11
hereof,  the definition of "Revolving  Note" and all  references  thereto in the
Credit  Agreement  shall be deemed  amended to describe the new Revolving  Note,
which  new  Revolving  Note  shall be issued by the  Borrower  to the  Lender in
replacement, renewal and amendment, but not in repayment, of the Revolving Note.
Further,  upon the satisfaction of each of the conditions set forth in paragraph
11 hereof,  the  definition  of "Term  Note" and all  references  thereto in the
Credit  Agreement  shall be deemed amended to describe the new Term Note,  which
new Term Note  shall be issued by the  Borrower  to the  Lender in  replacement,
renewal and amendment, but not in repayment, of the Prior Term A Note, the Prior
Term B Note and the Prior Capital Expenditure Note.

         15. No Waiver.  The execution of this Sixth Amendment and acceptance of
the Revolving Note, the Term Note and any documents  related hereto shall not be
deemed to be a waiver  of any  Default  or Event of  Default  under  the  Credit
Agreement or breach,  default or event of default under any Security Document or
other  document  held by the  Lender,  whether  or not known to the  Lender  and
whether or not existing on the date of this Sixth Amendment.

         16.  Release.   The  Borrower  hereby  absolutely  and  unconditionally
releases and forever discharges the Lender, and any and all participants, parent
corporations,   subsidiary  corporations,   affiliated  corporations,  insurers,
indemnitors,  successors and assigns  thereof,  together with all of the present
and former  directors,  officers,  agents and employees of any of the foregoing,
from any and all  claims,  demands  or causes  of action of any kind,  nature or
description,  whether arising in law or equity or upon contract or tort or under
any state or federal law or  otherwise,  which the  Borrower has had, now has or
has made  claim to have  against  any such  person  for or by reason of any act,
omission,  matter,  cause or thing whatsoever arising from the beginning of time
to and including the date of this Sixth Amendment,  whether such claims, demands
and causes of action are matured or unmatured or known or unknown.

<PAGE>

         17. Costs and  Expenses.  The Borrower  hereby  reaffirms its agreement
under the  Credit  Agreement  to pay or  reimburse  the Lender on demand for all
costs  and  expenses  incurred  by the  Lender  in  connection  with the  Credit
Agreement  and all  other  documents  contemplated  thereby,  including  without
limitation  all reasonable  fees and  disbursements  of legal  counsel.  Without
limiting the generality of the foregoing,  the Borrower  specifically  agrees to
pay all fees  and  disbursements  of  counsel  to the  Lender  for the  services
performed  by such  counsel in  connection  with the  preparation  of this Sixth
Amendment and the  documents and  instruments  incidental  hereto.  The Borrower
hereby  agrees that the Lender may, at any time or from time to time in its sole
discretion and without further authorization by the Borrower, make a loan to the
Borrower under the Credit Agreement,  or apply the proceeds of any loan, for the
purpose of paying any such fees,  disbursements,  costs and expenses and the fee
required under paragraph 12 hereof.

         18.  Miscellaneous.  This Sixth Amendment may be executed in any number
of counterparts, each of which when so executed and delivered shall be deemed an
original and all of which counterparts, taken together, shall constitute one and
the same instrument.

         IN WITNESS WHEREOF, the parties hereto have caused this Sixth Amendment
to be duly executed as of the day and year first above written.


LaCANASTA OF MINNESOTA, INC.       NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION

                                   By:____________________________________
By:___________________________         Ronald E. Gockowski
     A. Merrill Ayers                  Its:  Vice President
     Its:  Chief Financial Officer

SPARTA FOODS, INC.


By:__________________________________
     A. Merrill Ayers
     Its:  Chief Financial Officer

<PAGE>
                                                 Exhibit A to Sixth Amendment to
                                                 Credit and Security Agreement

                                 REVOLVING NOTE

$1,200,000                                                Minneapolis, Minnesota
                                                                  March 12, 1998

         For value received,  the undersigned,  LaCANASTA OF MINNESOTA,  INC., a
Minnesota   corporation  (the  "Borrower"),   hereby  promises  to  pay  on  the
Termination Date, or on such earlier date as provided in the Credit and Security
Agreement  (defined  below) to the order of  NORWEST  BANK  MINNESOTA,  NATIONAL
ASSOCIATION,  a national banking association (the "Lender"),  at its main office
in Minneapolis,  Minnesota,  or at any other place designated at any time by the
holder  hereof,  in  lawful  money  of  the  United  States  of  America  and in
immediately  available  funds,  the  principal  sum of ONE  MILLION  TWO HUNDRED
THOUSAND  DOLLARS  ($1,200,000.00)  or, if less, the aggregate  unpaid principal
amount of all advances made by the Lender to the Borrower hereunder or under the
Revolving  Credit  Facility,  as defined  in that  certain  Credit and  Security
Agreement  dated as of December 9, 1994,  by and among the Lender,  the Borrower
and Sparta  Foods,  Inc.  (as amended,  the "Credit  Agreement")  together  with
interest on the principal amount  hereunder  remaining unpaid from time to time,
computed on the basis of the actual  number of days elapsed and a three  hundred
sixty (360) day year,  from the date hereof until this Note is fully paid at the
Revolving Note Rate or Default Rate (if applicable) from time to time in effect.
The principal  hereof and interest  accruing thereon shall be due and payable as
provided in the Credit  Agreement.  This Note may be prepaid only in  accordance
with the Credit  Agreement.  All capitalized  terms not otherwise defined herein
shall have the meanings ascribed thereto in the Credit Agreement.

         This Note is issued pursuant,  and is subject, to the Credit Agreement,
which provides,  among other things, for acceleration  hereof.  This Note is the
Revolving Note referred to in the Credit Agreement.

         This Note is  secured,  among  other  things,  pursuant  to the  Credit
Agreement  and  the  Security  Documents  as  therein  defined,  and  may now or
hereafter be secured by one or more other security agreements,  mortgages,  deed
of trust, assignments or other instruments or agreements.

         The Borrower  hereby agrees to pay all costs of  collection,  including
attorneys'  fees and legal expenses in the event this Note is not paid when due,
whether or not legal proceedings are commenced.

         Presentment or other demand for payment, notice of dishonor and protest
are expressly waived.

         This Note is issued in substitution  for and replacement of, but not in
satisfaction of, the Revolving Note of the Borrower dated July 1, 1997,  payable
to the order of the Lender in the original principal amount of $2,000,000.

                                                 LaCANASTA OF MINNESOTA, INC.



                                                 By: ___________________________
                                                     A. Merrill Ayers
                                                     Its Chief Financial Officer

<PAGE>

                                                 Exhibit B to Sixth Amendment to
                                                 Credit and Security Agreement

                                 TERM LOAN NOTE

$2,317,640                                                Minneapolis, Minnesota
                                                                  March 12, 1998

         For value received,  the undersigned,  LaCANASTA OF MINNESOTA,  INC., a
Minnesota  corporation  (the  "Borrower"),  hereby promises to pay in accordance
with the terms of the Credit Agreement  (defined below), to the order of Norwest
Bank  Minnesota,  National  Association,  a national  banking  association  (the
"Lender"),  at its main office in Minneapolis,  Minnesota, or at any other place
designated  at any time by the  holder  hereof,  in lawful  money of the  United
States of America and in immediately  available  funds, the principal sum of TWO
MILLION THREE HUNDRED SEVENTEEN THOUSAND SIX HUNDRED FORTY DOLLARS  ($2,317,640)
or, if less, the aggregate unpaid principal balance of the Term Loan made by the
Lender to the Borrower under that certain Credit and Security Agreement dated as
of December 9, 1994,  by and among the Lender,  the Borrower  and Sparta  Foods,
Inc.  (as  amended,  the  "Credit  Agreement"),  together  with  interest on the
principal amount hereunder  remaining unpaid from time to time,  computed on the
basis of the actual  number of days  elapsed and a 360-day  year,  from the date
hereof until this Note is fully paid,  at the Term Note Rate or, if  applicable,
the  Default  Rate,  as such  terms are  defined in the  Credit  Agreement.  The
principal  hereof and the interest  accruing thereon shall be due and payable as
provided in the Credit  Agreement.  This Note may be prepaid only in  accordance
with the Credit  Agreement.  All capitalized  terms not otherwise defined herein
shall have the meanings ascribed thereto in the Credit Agreement.

         Interest  accruing each month shall be due and payable on the first day
of the next succeeding month and otherwise as provided in the Credit  Agreement.
Principal hereof shall be paid in monthly installments and otherwise as provided
in Article I and II of the Credit Agreement, and in one final installment on the
Termination  Date, when the entire unpaid principal  balance hereof shall be due
and payable in full.

         This Note is issued pursuant,  and is subject, to the Credit Agreement,
which provides,  among other things, for acceleration  hereof.  This Note is the
Term Loan Note referred to in the Credit Agreement.

         This Note is  secured,  among  other  things,  pursuant  to the  Credit
Agreement  and the  Security  Documents,  except  for the  Mortgage,  as therein
defined,  and may now or  hereafter  be secured  by one or more  other  security
agreements,  mortgages,  deeds of trust,  assignments  or other  instruments  or
agreements.

         The Borrower  hereby agrees to pay all costs of  collection,  including
attorneys' fees and legal expenses, in the event this Note is not paid when due,
whether or not legal proceedings are commenced.

         Presentment or other demand for payment, notice of dishonor and protest
are expressly waived.

         This Note is issued in substitution  for and replacement of, but not in
satisfaction  of, (i) the Term Loan A Note of the  Borrower  dated  December  9,
1994,  payable to the order of the Lender in the  original  principal  amount of
$1,784,800,  (ii) the  Term  Loan B Note of the  Borrower  dated  July 1,  1997,
payable to the order of the Lender in the original principal amount of $750,000,
and (iii) the Capital  Expenditure  Loan Note of the Borrower dated December 20,
1996,  payable to the order of the Lender in the  original  principal  amount of
$473,333.

                                               LaCANASTA OF MINNESOTA, INC.



                                               By:  ____________________________
                                                    A. Merrill Ayers
                                                    Its: Chief Financial Officer

<PAGE>

                                                 Exhibit C to Sixth Amendment to
                                                 Credit and Security Agreement

                             Compliance Certificate

To:       John Blau
          Norwest Bank Minnesota, National Association
Date:     __________________, 199___

Subject:  LaCanasta of Minnesota, Inc.

                              Financial Statements

         In  accordance  with our  Credit  and  Security  Agreement  dated as of
December 9, 1994, as  supplemented by the First  Supplement to Credit  Agreement
dated as of  December  13,  1994,  as  amended  by a First  Amendment  to Credit
Agreement  dated as of April 14,  1995, a Second  Amendment to Credit  Agreement
dated as of September 21, 1995, a Third  Amendment to Credit  Agreement dated as
of April 23, 1996, a Fourth Amendment to Credit and Security  Agreement dated as
of December 20, 1996, a Fifth  Amendment to Credit and Security  Agreement dated
as of July 1, 1997, a letter amendment to Credit and Security Agreement dated as
of October 22, 1997, and a Sixth Amendment to Credit and Security  Agreement and
First Amendment to Collateral  Account  Agreement dated as of March __, 1998 (as
amended,  the "Credit  Agreement"),  attached are the  financial  statements  of
LaCanasta of Minnesota,  Inc. (the  "Borrower") as of and for  ________________,
19___  (the  "Reporting  Date")  and the  year-to-date  period  then  ended (the
"Current  Financials").  All terms used in this  certificate  have the  meanings
given in the Credit Agreement.

         I certify that the Current  Financials have been prepared in accordance
with GAAP,  subject to  year-end  audit  adjustments,  and  fairly  present  the
Borrower's  financial condition and the results of its operations as of the date
thereof.

         Events of Default. (Check one):

                  ___ The undersigned  does not have knowledge of the occurrence
                  of a Default or Event of Default under the Credit Agreement.

                  ___ The  undersigned  has  knowledge  of the  occurrence  of a
                  Default or Event of Default  under the  Credit  Agreement  and
                  attached  hereto is a statement  of the facts with  respect to
                  thereto.

                  I hereby certify to the Lender as follows:

                  ___ The  Reporting  Date  does  not mark the end of one of the
                  Borrower's Fiscal Years,  hence I am completing only paragraph
                  __ below.

                  ___ The Reporting Date marks the end of the Borrower's  Fiscal
                  Year, hence I am completing all paragraphs below.

                  Financial Covenants. I further hereby certify as follows:

<PAGE>
                  1. Minimum Tangible Net Worth. Pursuant to Section 6.12 of the
         Credit   Agreement,   the   Borrower's   Tangible  Net  Worth  for  the
         year-to-date  period ending on the Reporting  Date, was  $____________,
         which ___  satisfies  ___ does not  satisfy the  requirement  that such
         amount be not less than $_____________  during such period as set forth
         in table below:

------------------------------------- ---------------------------
                                           Minimum Tangible
               Period                         Net Worth
------------------------------------- ---------------------------
      December 1, 1997 through
          January 31, 1998                     $500,000
------------------------------------- ---------------------------
      February 1, 1998 through
           June 30, 1998                      $2,700,000
------------------------------------- ---------------------------
        July 1, 1998 through
          August 31, 1999                     $2,900,000
------------------------------------- ---------------------------
     September 1, 1999 through
         December 31, 1999                    $3,700,000
------------------------------------- ---------------------------

                  2.  Minimum  Leverage  Ratio.  Pursuant to Section 6.13 of the
         Credit  Agreement,  as of the Reporting  Date, the Borrower's  Leverage
         Ratio was _____ to 1.00 which  _____  satisfies  _____ does not satisfy
         the requirement that such ratio be no less than less than _____ to 1.00
         during such period as set forth in the table below:

------------------------------------- ----------------------
               Period                        Maximum
                                         Leverage Ratio
------------------------------------- ----------------------
      December 1, 1997 through
          January 31, 1998                5.00 to 1.00
------------------------------------- ----------------------
      February 1, 1998 through
         December 31, 1999                1.60 to 1.00
------------------------------------- ----------------------

               3. Capital  Expenditures.  Pursuant to Section 7.10 of the Credit
          Agreement,  for the year-to-date  period ending on the Reporting Date,
          the Borrower has expended or  contracted  to expend  during the Fiscal
          Year  ended   September   30,   199___,   for  Capital   Expenditures,
          $___________  in the  aggregate  which  ____  satisfies  ____ does not
          satisfy   the   requirement   that  such   expenditures   not   exceed
          $____________ in the aggregate.

         Attached  hereto  are  all  relevant  facts  in  reasonable  detail  to
evidence,  and the  computations of the financial  covenants  referred to above.
These computations were made in accordance with GAAP.

                                                LaCANASTA OF MINNESOTA, INC.



                                                 By:  __________________________
                                                       A. Merrill Ayers
                                                 Its:  Chief Financial Officer

<PAGE>

                    ACKNOWLEDGMENT AND AGREEMENT OF GUARANTOR

         The  undersigned,  a guarantor  of the  indebtedness  of  LaCANASTA  OF
MINNESOTA, INC. (the "Borrower") to NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
(the  "Lender")  pursuant  to a  Guaranty  dated as of  December  9,  1994  (the
"Guaranty"), hereby (i) acknowledges receipt of the foregoing Sixth Amendment to
Credit  and  Security  Agreement  and  First  Amendment  to  Collateral  Account
Agreement,  the Revolving Note and the Term Loan Note each dated March 12, 1998;
(ii)  consents  to  the  terms  and  execution  thereof;   (iii)  reaffirms  its
obligations  to the  Lender  pursuant  to the  terms of its  Guaranty;  and (iv)
acknowledges  that the Lender may amend,  restate,  extend,  renew or  otherwise
modify the Credit  Agreement and any  indebtedness or agreement of the Borrower,
or enter into any agreement or extend additional or other credit accommodations,
without  notifying  or  obtaining  the  consent of the  undersigned  and without
impairing  the  liability of the  undersigned  under its Guaranty for all of the
present and future indebtedness of the Borrower to the Lender.

                                                     SPARTA FOODS, INC.



                                                     By:  ______________________
                                                     A. Merrill Ayers
                                                     Its Chief Financial Officer

<PAGE>

                          ACKNOWLEDGMENT AND AGREEMENT
                       OF A. MERRILL AYERS AND JOEL BACHUL

         The  undersigned,  A. Merrill  Ayers  executed and  delivered a certain
Performance  Agreement  dated as of December 9, 1994, and the  undersigned  Joel
Bachul executed and delivered a certain Performance  Agreement dated as of April
14, 1995 (such Performance Agreements  collectively called the "Agreement"),  in
favor of Norwest Bank  Minnesota,  N.A. (the "Lender") with respect to LaCanasta
of Minnesota,  Inc. (the  "Borrower"),  and each of the  undersigned  hereby (i)
acknowledges  receipt of the  foregoing  Sixth  Amendment to Credit and Security
Agreement and First  Amendment to Collateral  Account  Agreement,  the Revolving
Note and the Term Loan Note each dated  March 12,  1998;  (ii)  consents  to the
terms and  execution  thereof;  (iii)  reaffirms his  obligations  to the Lender
pursuant to the terms of his Agreement;  and (iv)  acknowledges  that the Lender
may amend,  restate,  extend, renew or otherwise modify the Credit Agreement and
any  indebtedness  or agreement of the Borrower,  or enter into any agreement or
extend additional or other credit accommodations, without notifying or obtaining
the  consent of the  undersigned  and without  impairing  the  liability  of the
undersigned under his Agreement.

                                                  ______________________________
                                                  A. Merrill Ayers


                                                  ______________________________
                                                  Joel Bachul