NINTH AMENDATORY AGREEMENT
                         Dated as of September 30, 1996


         This NINTH AMENDATORY AGREEMENT is among FARM FRESH, INC., a Virginia
corporation (the "Borrower"), the guarantors parties to the Credit Agreement
referred to below (the "Guarantors"), the lenders parties to the Credit
Agreement referred to below (the "Lenders"), and FLEET BANK, N.A. (as successor
to NatWest USA Credit Corp.), as agent (the "Agent") for the Lenders thereunder.

PRELIMINARY STATEMENTS:

                  (1) The Borrower, the Guarantors, the Lenders and the Agent
have entered into a Revolving Credit Agreement dated as of December 10, 1993 (as
amended to date, the "Credit Agreement"); the terms defined therein being used
herein as therein defined unless otherwise defined herein.

                  (2) The Borrower and the Lenders have, on the terms and
conditions stated below, agreed to waive and amend certain of the terms of the
Credit Agreement as hereinafter set forth.

                  SECTION 1. Amendment to Credit Agreement. Effective as of the
date hereof and subject to the satisfaction of the conditions precedent set
forth in Section 2 hereof, the Credit Agreement is hereby amended as follows:

                  Section 2.01(a) of the Credit Agreement is hereby amended by
deleting clause (1)(B) thereof and by substituting therefor the following:

                  "(B) an amount equal to the sum of (i)(x) from April 1 through
and including May 31 of each calendar year and from October 1 through and
including November 30 of each calendar year, up to seventy percent (70%) of the
Net Amount of Eligible Inventory, and (y) at all other times up to sixty percent
(60%) of the Net Amount of Eligible Inventory plus (ii), subject to the terms of
Section 2.09(d) hereof, (a) $10,000,000 from the date of this Agreement to the
first anniversary date of this Agreement, (b) $6,666,667 from the first
anniversary date of this Agreement to the effective date of the Eighth Amendment
to this Agreement and (c) $11,000,000 from the effective date of the Eighth
Amendment to this Agreement to January 13, 1998 at which time it will become
zero (0) (this clause (1)(B) referred to herein as the "Borrowing Base")".

         SECTION 2. Conditions of Effectiveness. This Ninth Amendatory Agreement
shall be operative as of the date hereof but shall become effective when, and
only when, the Agent shall have received (x) full and final payment of a $25,000
fee; (y) counterparts of this Ninth Amendatory Agreement executed by the
Borrower and the Lenders or, as to any of said Lenders, advice satisfactory to
the Agent that such Lender has executed this Ninth Amendatory Agreement and (z)
all of the following documents, each document (unless otherwise indicated) being
dated the effective date, in form and substance satisfactory to the Agent:


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                           (a) a certificate of the Secretary or an Assistant
Secretary of the Borrower and the Guarantor certifying the names and true
signatures of their respective officers authorized to sign this Ninth Amendatory
Agreement, and the other documents to be delivered hereunder;

                           (b) a certificate signed by a duly authorized officer
of the Borrower stating that:

                           (i) the representations and warranties of the
Borrower as set forth in Article IV of the Credit Agreement and in any documents
delivered therewith, including the Loan Documents, are true and correct on and
as of the date of such certificate as though made on and as of such date (except
insofar as such representations and warranties relate expressly to an earlier
date or are based on the accuracy of schedules prepared as of a prior date),

                           (ii) the representations and warranties contained in
Section 3 hereof are correct on and as of the date of such certificate as though
made on and as of such date, and

                           (iii) after giving effect to this Ninth Amendatory
Agreement, no Default or Event of Default has occurred and is continuing;

                           (c) certified copies of (i) the resolutions of the
Board of Directors of the Borrower and of the Guarantor approving this Ninth
Amendatory Agreement and (ii) all documents evidencing other necessary corporate
action and governmental approvals, if any, with respect to this Ninth Amendatory
Agreement and the matters contemplated hereby; and

                           (d) a favorable opinion of Kaufman & Canoles, counsel
for the Borrower and the Guarantor, in a form reasonably acceptable to the Agent
and Lenders.

                  SECTION 3.  Representations and Warranties of the Borrower.
The Borrower represents and warrants as follows:

                           (a) The execution, delivery and performance by the
Borrower of this Ninth Amendatory Agreement and the Credit Agreement as amended
hereby are within the Borrower's and the Guarantor's corporate powers, have been
duly authorized by all necessary corporate action and do not contravene (i) the
charter or by-laws, and (ii) any law or any contractual restriction binding on
or affecting the Borrower or the Guarantor.

                           (b) No authorization, approval or other action by,
and no notice to or filing with, any governmental authority or regulatory body
is required for the due execution, delivery and performance by the Borrower or
the Guarantor of this Ninth Amendatory Agreement and the Credit Agreement as
amended hereby.

                           (c) This Ninth Amendatory Agreement and the Credit
Agreement as amended hereby, constitute legal, valid and binding obligations of
the Borrower and the

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Guarantor enforceable against the Borrower and the Guarantor in accordance with
their respective terms.

                           (d) There is no pending or threatened action or
proceeding affecting the Borrower, the Guarantor or any of their respective
subsidiaries before any court, governmental agency or arbitrator, which may
materially adversely affect the financial condition or operations of the
Borrower, the Guarantor or any subsidiary thereof or which purports to affect
the legality, validity or enforceability of this Ninth Amendatory Agreement and
the Credit Agreement as amended hereby.

                           (e) The execution, delivery and performance of this
Ninth Amendatory Agreement does not conflict with or violate in any manner the
terms of any of the Borrower's Senior Notes (or the related Senior Indenture) or
Subordinated Indebtedness or in any manner affect the status of the Obligations
under the Credit Agreement regarding the subordination provisions of the
Borrower's Subordinated Indebtedness.

                  SECTION 4.  Reference to and Effect on the Loan Documents.

                           (a) Upon the effectiveness of this Ninth Amendment,
on and after the date hereof each reference in the Credit Agreement to "this
Agreement," "hereunder," "hereof" or words of like import referring to the
Credit Agreement, and each reference in the other Loan Documents to "the Credit
Agreement," "thereunder," "thereof" or words of like import referring to the
Credit Agreement, shall mean and be a reference to the Credit Agreement as
amended hereby.

                           (b) Except as specifically amended above, the Credit
Agreement and the Notes, and all other Loan Documents, are and shall continue to
be in full force and effect and are hereby in all respects ratified and
confirmed.

                           (c) The execution, delivery and effectiveness of this
Ninth Amendatory Agreement shall not, except as expressly provided herein,
operate as a waiver of any right, power or remedy of any Lender or the Agent
under any of the Loan Documents, nor constitute a waiver of any provision of any
of the Loan Documents.

                  SECTION 5. Costs, Expenses and Taxes. The Borrower agrees to
pay on demand all costs and expenses of the Agent in connection with the
preparation, execution, delivery, administration, modification and amendment of
this Ninth Amendatory Agreement and the other instruments and documents to be
delivered hereunder, including, without limitation, the reasonable fees and
out-of-pocket expenses of counsel for the Agent with respect thereto and with
respect to advising the Agent as to its rights and responsibilities hereunder
and thereunder. The Borrower further agrees to pay on demand all costs and
expenses, if any (including, without limitation, reasonable counsel fees and
expenses), in connection with the enforcement (whether through negotiations,
legal proceedings or otherwise) of this Ninth Amendatory Agreement and the other
instruments and documents to be delivered hereunder, including, without
limitation,

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reasonable counsel fees and expenses in connection with the enforcement of
rights under this Section 5. In addition, the Borrower shall pay any and all
stamp and other taxes payable or determined to be payable in connection with the
execution and delivery of this Ninth Amendatory Agreement and the other
instruments and documents to be delivered hereunder, and agrees to save the
Agent and each Lender harmless from and against any and all liabilities with
respect to or resulting from any delay in paying or omitting to pay such taxes.

                  SECTION 6. Execution in Counterparts. This Ninth Amendatory
Agreement may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed and delivered
shall be deemed to be an original and all of which taken together shall
constitute but one and the same agreement.

                  SECTION 7.  Governing Law.  This Ninth Amendatory Agreement
shall be governed by, and construed in accordance with, the laws of the State of
New York.


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                  IN WITNESS WHEREOF, the parties hereto have caused this Ninth
Amendatory Agreement to be executed by their respective officers thereunto duly
authorized, as of the date first above written.

                              FARM FRESH, INC.


                              By:/s/ Farm Fresh, Inc.
                              Name:
                              Title:


                              FF HOLDINGS CORPORATION, as Guarantor


                              By:/s/ FF Holdings Corporation
                              Name:
                              Title:


                              FLEET BANK, N.A., (as successor to NatWest USA
                              Credit Corp.), as Lender


                              By:/s/ Fleet Bank, N.A.
                              Name:
                              Title:


                              FLEET BANK, N.A. (as successor to NatWest USA
                              Credit Corp.), as Agent


                              By:/s/ Fleet Bank, N.A.
                              Name:
                              Title:



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                              HELLER FINANCIAL, INC., as Lender


                              By:/s/ Heller Financial, Inc.
                              Name:
                              Title:

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