<PAGE>
EXHIBIT 10.2

                               FOURTH AMENDMENT TO
                           SECOND AMENDED AND RESTATED
                          SECURITIES PURCHASE AGREEMENT
                          -----------------------------


         THIS FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED SECURITIES
PURCHASE AGREEMENT is dated October 6, 2004, to be effective as of September 26,
2004 (this "AMENDMENT"), by and among OVERHILL FARMS, INC., a Nevada corporation
(the "COMPANY"), the entities from time to time parties thereto as Guarantors
and LEVINE LEICHTMAN CAPITAL PARTNERS II, L.P., a California limited partnership
(the "PURCHASER").

                                 R E C I T A L S
                                 ---------------

         A. The Company, the entities from time to time parties thereto as
Guarantors and the Purchaser are parties to that certain Second Amended and
Restated Securities Purchase Agreement dated as of April 16, 2003, as amended by
a First Amendment to Second Amended and Restated Securities Purchase Agreement
dated as of May 16, 2003, a Second Amendment to Second Amended and Restated
Securities Purchase Agreement dated as of June 19, 2003, and a Third Amendment
to Second Amended and Restated Securities Purchase Agreement dated as of October
31, 2003 (as so amended, the "SECURITIES PURCHASE AGREEMENT"). Unless otherwise
indicated, capitalized terms used and not otherwise defined herein have the
meanings ascribed to them in the Securities Purchase Agreement.

         B. On May 27, 2004, the Purchaser agreed to permit the Company to (i)
exclude $150,000 of Capital Expenditures incurred by the Company in the Fiscal
Quarter ended June 27, 2004, in connection with the purchase and relocation of
spiral freezers, from Fixed Charges for purposes of calculating the minimum
Fixed Charge Coverage Ratio for the trailing three consecutive Fiscal Quarters
ended June 27, 2004, and (ii) increase the maximum amount of Capital
Expenditures permitted to be incurred by the Company in the Fiscal Quarter ended
June 27, 2004, by such $150,000 of Capital Expenditures.

         C. The Company has requested that the Purchaser eliminate the
application of any Interest Rate Event to the Fiscal Quarters ending September
26, 2004 and January 2, 2005 (by amending the definition of Interest Rate
Measurement Period), and amend certain financial covenants as provided for
herein, and the Purchaser is willing to do so, but only on the terms and subject
to the conditions set forth herein.

         D. In addition, Pleasant Street and the Company are entering into
certain amendments to the PSI Senior Credit Agreement and other Senior Credit
Documents as provided for therein.

                                A G R E E M E N T
                                -----------------

         NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants, conditions and provisions contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:


<PAGE>

         1. AMENDMENTS TO SECURITIES PURCHASE AGREEMENT. Effective on and as of
the Fourth Amendment Effective Date (as defined in the Securities Purchase
Agreement, as amended by this Amendment), pursuant to Section 12.3 of the
Securities Purchase Agreement, the Securities Purchase Agreement shall be
amended as follows:

                  (a) Section 1.1 of the Securities Purchase Agreement shall be
amended by adding the following new definitions to Section 1.1 in alphabetical
order:

                           "'DEFAULT RATE' shall have the meaning set forth in
                  the November 1999 Note or any other Note, as applicable."

                           "'FISCAL MONTH' shall mean any of the monthly
                  accounting periods of the Company."

                           "'FOURTH AMENDMENT' shall mean that certain Fourth
                  Amendment to Second Amended and Restated Securities Purchase
                  Agreement dated October 6, 2004, to be effective as of
                  September 26, 2004, among the parties."

                           "'FOURTH AMENDMENT EFFECTIVE DATE' shall mean
                  September 26, 2004."

                           "'INCREMENTAL SENIOR TERM B LOAN PRINCIPAL PAYDOWN'
                  shall have the meaning set forth in the PSI Senior Credit
                  Agreement."

                           "'INTEREST RATE EVENT MEASUREMENT PERIOD' shall have
                  the meaning set forth in the November 1999 Note or any other
                  Note, as applicable."

                  (b) Section 1.1 of the Securities Purchase Agreement shall be
further amended by amending the following existing definitions to read in their
entirety as follows, respectively:

                           "'ADJUSTED CURRENT LIABILITIES' shall mean, at any
                  time, (i) all Indebtedness and other liabilities of the
                  Company that are classified as 'current liabilities' at such
                  time in accordance with GAAP, MINUS (ii) all Indebtedness
                  owing to Levine Leichtman Capital Partners, II, L.P., in its
                  capacity as the Purchaser, at such time, if and only to the
                  extent such Indebtedness is classified at such time as a
                  'current liability' in accordance with GAAP."

                           "'FIXED CHARGES' shall mean, for any period and
                  without duplication, the sum of (i) Cash Interest Expense;
                  (ii) scheduled payments of principal on any Indebtedness of
                  the Company and its Subsidiaries, excluding (a) scheduled
                  payment at maturity of principal on the Term Loans and (b) the
                  Incremental Senior Term B Loan Principal Paydown; (iii)
                  scheduled Capitalized Lease Obligations of the Company or any
                  of its Subsidiaries for such period representing principal;

                                      -2-
<PAGE>

                  (iv) Taxes estimated to be paid by the Company and its
                  Subsidiaries (after giving effect to the net operating loss
                  carryforward of TreeCon, if any, for any period ending on or
                  prior to the Spin-Off Effective Date); (v) cash dividends or
                  distributions, if any, paid by the Company or any of its
                  Subsidiaries; (vi) Capital Expenditures; and (vii) with
                  respect to any period ended on or before the Spin-Off
                  Effective Date, all Tax Sharing Cash Payments, in each of
                  clauses (i) through (vii) for such period."

                           "'INTERCREDITOR AGREEMENT' shall mean a Second
                  Amended and Restated Intercreditor and Subordination Agreement
                  dated as of April 16, 2003, between the Senior Lender and the
                  Purchaser, as amended by a First Amendment to and Consent
                  under Second Amended and Restated Intercreditor and
                  Subordination Agreement dated as of October 31, 2003, and as
                  supplemented by a Consent under Second Amended and Restated
                  Intercreditor and Subordination Agreement dated October 6,
                  2004, to be effective as of September 26, 2004, as further
                  amended or supplemented from time to time."

                           "'NOVEMBER 1999 NOTE' shall mean that certain Second
                  Amended and Restated Secured Senior Subordinated Note Due 2006
                  dated as of October 31, 2003, in the aggregate principal
                  amount of $28,858,000, as amended by an Amendment to Second
                  Amended and Restated Secured Senior Subordinated Note Due 2006
                  dated October 6, 2004, to be effective as of September 26,
                  2004, which amends and restates that certain Amended and
                  Restated Secured Senior Subordinated Note Due 2004 dated as of
                  October 29, 2002, as amended by an Amendment to Amended and
                  Restated Secured Senior Subordinated Note Due 2004 dated as of
                  April 4, 2003, which, in turn, amends and restates that
                  certain Secured Senior Subordinated Note Due 2004 dated
                  November 24, 1999, as amended, in the original principal
                  amount of $28,000,000, as further amended from time to time."

                           "'SENIOR CREDIT AGREEMENT' shall mean (i) that
                  certain Second Amended and Restated Loan and Security
                  Agreement dated as of April 16, 2003 (the "PSI SENIOR CREDIT
                  AGREEMENT"), among the Company, Overhill Ventures and Pleasant
                  Street, as the assignee of UBOC, as amended by a First
                  Amendment dated as of May 16, 2003, a Second Amendment dated
                  as of June 19, 2003, a Third Amendment dated as of October 31,
                  2003, and a Fourth Amendment dated October 6, 2004, to be
                  effective as of September 26, 2004, as further amended from
                  time to time, subject to the terms of the Intercreditor
                  Agreement, or (ii) such other loan or credit agreement entered
                  into by the Company and any other Senior Lender in connection
                  with a refinancing of the Senior Indebtedness owing to PSI
                  under the PSI Senior Credit Documents (the "OTHER SENIOR
                  CREDIT AGREEMENT"), subject to SECTION 9.10(B). The PSI Senior
                  Credit Agreement amends and restates the UBOC Senior Credit
                  Agreement."

                                      -3-
<PAGE>

                  (c) The preamble to Section 9.14 (Financial Covenants) of the
Securities Purchase Agreement shall be amended to read in its entirety as
follows:

                           "9.14 FINANCIAL COVENANTS. Until the monetary
                  Obligations under the Note have been paid in full, the Company
                  shall perform, comply with and observe each of the covenants
                  set forth in this Section 9.14 (it being understood that
                  references to the 'Period' covering the 'Trailing four
                  consecutive Fiscal Quarters ending in December 2004' should in
                  fact be references to the 'Period' covering the 'Trailing four
                  consecutive Fiscal Quarters ending January 2, 2005')."

                  (d) Clause (b) (Minimum Fixed Charge Coverage Ratio) of
Section 9.14 (Financial Covenants) of the Securities Purchase Agreement shall be
amended by adding the following sentence immediately following the table set
forth therein:

                           "For purposes of calculating the Fixed Charge
                  Coverage Ratio for any of the "Periods" set forth in the
                  foregoing table that includes the Fiscal Quarter ended June
                  27, 2004, there shall be excluded from Fixed Charges for such
                  Fiscal Quarter up to $150,000 of Capital Expenditures incurred
                  by the Company in such Fiscal Quarter solely in connection
                  with the purchase and relocation of spiral freezers. For
                  purposes of calculating the Fixed Charge Coverage Ratio for
                  any of the "Periods" set forth in the foregoing table that
                  includes the Fiscal Quarter ended September 26, 2004, there
                  shall be excluded from Fixed Charges for such Fiscal Quarter
                  up to $350,000 of Capital Expenditures incurred by the Company
                  in such Fiscal Quarter solely in connection with the purchase
                  and relocation of spiral freezers."

                  (e) Clause (d) (Maximum Capital Expenditures) of Section 9.14
(Financial Covenants) of the Securities Purchase Agreement shall be amended to
read in its entirety as follows:

                           "(d) MAXIMUM CAPITAL EXPENDITURES. Capital
                  Expenditures shall not exceed $300,000 in any Fiscal Quarter;
                  PROVIDED, HOWEVER, that:

                                    (i) if (A) the Company prepares and
                           furnishes to the Purchaser a "payback" analysis of
                           Capital Expenditures it proposes to make or incur in
                           any Fiscal Quarter in excess of such maximum Fiscal
                           Quarterly amount, (B) the Purchaser has at least five
                           (5) Business Days to review such analysis and (C) if
                           satisfied with such analysis in its sole discretion,
                           the Purchaser consents in writing to such excess
                           amount(s) prior to the incurrence thereof, then the
                           Company may make or incur such excess Capital
                           Expenditures in such Fiscal Quarter; and


                                      -4-
<PAGE>

                                    (ii) in addition to the $300,000 of Capital
                           Expenditures the Company may incur in any Fiscal
                           Quarter as provided above, (A) the Company may incur
                           an aggregate of $850,000 of Capital Expenditures in
                           the Fiscal Year ending September 26, 2004, to expand
                           its "mandarin chicken" manufacturing line, (B) the
                           Company may incur an aggregate of $150,000 of Capital
                           Expenditures in the Fiscal Quarter ended June 27,
                           2004, solely in connection with the purchase and
                           relocation of spiral freezers and (C) the Company may
                           incur an aggregate of $350,000 of Capital
                           Expenditures in the Fiscal Quarter ending September
                           26, 2004, solely in connection with the purchase and
                           relocation of such spiral freezers."

                  (f) Clause (g) (Minimum Net Working Capital) of Section 9.14
(Financial Covenants) of the Securities Purchase Agreement shall be amended to
read in its entirety as follows:

                           "(g) MINIMUM NET WORKING CAPITAL. For each of the
                  Fiscal Months listed in the table below, Net Working Capital
                  at the end of each such Fiscal Month shall not be less than
                  the amount set forth opposite each such Fiscal Month:

                                                             Minimum Net
                     Fiscal Month                          Working Capital
                     ------------                          ---------------
                     September 2004......................   $11,165,000
                     October 2004........................    11,067,500
                     November 2004.......................    10,970,000
                     December 2004.......................    10,972,500
                     January 2005........................    10,775,000
                     February 2005.......................    11,044,445
                     March 2005..........................    11,413,890
                     April 2005..........................    11,583,335
                     May 2005............................    11,852,780
                     June 2005...........................    12,322,225
                     July 2005...........................    12,391,670
                     August 2005.........................    12,661,115
                     September 2005......................    13,030,560
                     October 2005........................    12,400,005
                     November 2005.......................    12,500,005
                     December 2005.......................    12,700,005
                     January 2006........................    12,500,005
                     February 2006.......................    12,600,005
                     March 2006..........................    13,000,005
                     April 2006..........................    13,200,005
                     May 2006............................    13,400,005
                     June 2006...........................    13,700,005
                     July 2006...........................    13,800,005
                     August 2006.........................    14,000,005
                     September 2006......................    14,300,005

                                      -5-
<PAGE>

                  (g) Each of the Disclosure Schedules to the Securities
Purchase Agreement, the Security Agreement and the PTC Security Agreement listed
in EXHIBIT A attached hereto shall be amended by the Disclosure Schedules
attached to EXHIBIT A as provided for in such amended Disclosure Schedules (it
being understood that such amended Disclosure Schedules shall update the
corresponding Disclosure Schedules through and including the Fourth Amendment
Effective Date).

         2. CONDITIONS PRECEDENT TO AMENDMENTS. The effectiveness of the
amendments set forth in Section 1 as of the Fourth Amendment Effective Date
shall be subject to the satisfaction, in the Purchaser's sole discretion, of
each of the following conditions precedent:

                  (a) FOURTH AMENDMENT EFFECTIVE DATE. All of the conditions
precedent set forth in this Section 2 shall have been satisfied effective as of
the Fourth Amendment Effective Date.

                  (b) AMENDED INVESTMENT DOCUMENTS. The Purchaser shall have
received the following closing documents, each effective as of the Fourth
Amendment Effective Date (collectively, and together with this Amendment, the
"FOURTH AMENDMENT DOCUMENTS"):

                           (i) AMENDMENT TO INTERCREDITOR AGREEMENT. A First
Amendment to and Consent Under Second Amended and Restated Intercreditor and
Subordination Agreement, in form and substance satisfactory to the Purchaser,
duly executed by the Company; and

                           (ii) AMENDMENT TO NOVEMBER 1999 NOTE. An amendment to
the November 1999 Note, in form and substance satisfactory to the Purchaser,
duly executed by the Company.

                  (c) AMENDMENT TO PSI SENIOR CREDIT AGREEMENT. The Senior
Lender and the Company shall have entered into a fourth amendment to the PSI
Senior Credit Agreement, in form and substance satisfactory to the Purchaser.

                  (d) REPRESENTATIONS AND WARRANTIES. The Purchaser shall have
received from the Company an Officers' Certificate, in form and substance
satisfactory to the Purchaser, effective as of the Fourth Amendment Effective
Date and duly executed by the President and Chief Executive Officer and the
Chief Financial Officer of the Company, to the effect that (i) after giving

                                      -6-
<PAGE>

effect to the execution, delivery and performance of this Amendment and the
other Fourth Amendment Documents and the amended Disclosure Schedules attached
as EXHIBIT A hereto, each of the representations and warranties of the Company
contained in the Securities Purchase Agreement, the Security Agreement and the
PTC Security Agreement was true and correct on and as of the date made and was
true and correct on and as of the Fourth Amendment Effective Date, with the same
effect as if made on and as of the Fourth Amendment Effective Date; (ii) each of
the covenants and agreements of the Company required to be performed or
satisfied under this Amendment on or before the Fourth Amendment Effective Date
has been performed or satisfied on or before the Fourth Amendment Effective
Date; (iii) the Company has satisfied or fulfilled each of the conditions
precedent set forth in this Section 2; (iv) no Default or Event of Default has
occurred and is continuing or will result from the execution, delivery or
performance of this Amendment or any other Fourth Amendment Document and (v)
since September 28, 2003, no Material Adverse Change has occurred other than as
previously disclosed to the Purchaser in writing or as previously disclosed in
the Company's SEC Documents.

                  (e) [INTENTIONALLY OMITTED.]

                  (f) REIMBURSEMENT OF FEES AND EXPENSES. The Company shall have
reimbursed the Purchaser for all actual and estimated fees, costs and expenses,
including attorneys' fees and expenses, incurred or to be incurred by the
Purchaser and remaining unpaid as of the Fourth Amendment Effective Date, as
required under the Investment Documents, including the fees and expenses
incurred or to be incurred in connection with the preparation, execution,
delivery and performance of this Amendment and the other Fourth Amendment
Documents and the consummation of the transactions contemplated hereby and
thereby.

                  (g) CONSENTS. The Company shall have obtained or made all
Consents required to be obtained from all Governmental Authorities and other
Persons in connection with the execution, delivery and performance of this
Amendment and the other Fourth Amendment Documents, and the Purchaser shall have
approved the terms and conditions thereof.

                  (h) CERTIFIED BOARD RESOLUTIONS. The Purchaser shall have
received a Secretary's Certificate from the Company, in form and substance
satisfactory to the Purchaser, duly executed by the Secretary of the Company and
effective as of the Fourth Amendment Effective Date, certifying as to (i) the
charter of the Company, as amended, (ii) the bylaws of the Company, as amended,
and (iii) the resolutions of the Board of Directors of the Company approving the
execution, delivery and performance of this Amendment and each of the other
Fourth Amendment Documents and the consummation of the transactions contemplated
hereby and thereby.


                                      -7-
<PAGE>

                  (i) GOOD STANDING CERTIFICATES. The Purchaser shall have
received (i) a corporate good standing certificate and a tax good standing
certificate, if available, for the Company from the Secretary of State of the
State of Nevada and Nevada taxing authority, (ii) a corporate good standing
certificate and a tax good standing certificate for the Company from the
Secretary of State of the State of California and the Franchise Tax Board of the
State of California, respectively, and (iii) a corporate good standing
certificate and a tax good standing certificate, if available, of the Company
from the Secretaries of State or similar governmental authority of each
jurisdiction in which the Company is required to be qualified to transact
business as a foreign corporation or other entity, in each case dated as of a
recent practicable date.

                  (j) CERTIFIED FINANCIAL PROJECTIONS. The Company shall have
delivered to the Purchaser, and the Purchaser shall have approved, consolidated
financial projections of the Company for the two-year period commencing
September 27, 2004, and ending on the last day of the Fiscal Year ending in
September 2006. Such financial projections shall be prepared in accordance with
the requirements of Section 8.3(d) of the Securities Purchase Agreement and,
among other things, shall specify the assumptions on which they are based and
shall be made in good faith. The financial projections shall be accompanied by
an Officers' Certificate, in form and substance satisfactory to the Purchaser,
duly executed by the President and Chief Executive Officer and the Chief
Financial Officer of the Company, certifying as to the assumptions on which such
financial projections are based.

                  (k) LEGAL PROHIBITIONS. The consummation of the transactions
contemplated by this Amendment and the other Fourth Amendment Documents shall
not be prohibited by or violate any Applicable Laws and shall not subject any
party to any Tax, penalty or liability, under or pursuant to any Applicable
Laws.

         3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. In order to induce
the Purchaser to enter into this Amendment, the Company represents and warrants
to the Purchaser as follows:

                  (a) AUTHORIZATION; BINDING EFFECT. The Company has the full
power and authority to enter into, deliver and perform its obligations under
this Amendment and the other Fourth Amendment Documents. The execution, delivery
and performance by the Company of this Amendment and the other Fourth Amendment
Documents and the consummation of the other transactions contemplated hereby and
thereby have been duly and validly authorized by all necessary action on the
part of the Company. This Amendment has been, and as of the Fourth Amendment
Effective Date each of the Fourth Amendment Documents will be, duly executed and
delivered by the Company. This Amendment constitutes, and as of the Fourth
Amendment Effective Date each of the Fourth Amendment Documents will constitute,
the legal, valid and binding obligations of the Company, enforceable against the
Company in accordance with its terms, except as enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or
conveyance or similar laws relating to or limiting creditors' rights generally
or by equitable principles relating to enforceability and except as rights of
indemnity or contribution may be limited by federal or state securities or other
laws or the public policy underlying such laws.


                                      -8-
<PAGE>

                  (b) NO CONFLICT. The execution, delivery and performance by
the Company of this Amendment and the other Fourth Amendment Documents and the
consummation of the transactions contemplated hereby and thereby do not and will
not violate or conflict with, or cause a default under, or give rise to a right
of termination under, (i) the charter or bylaws of the Company, as in effect on
the date hereof; (ii) any Applicable Laws; or (iii) any term of any material
contract, indenture, note, mortgage, instrument, agreement or other document to
which the Company is a party or by which any of its properties or assets are
bound.

                  (c) RANK; OBLIGATIONS. No Indebtedness of the Company ranks
senior to the Indebtedness evidenced by the November 1999 Note other than the
Senior Indebtedness. No Indebtedness of the Company ranks PARI PASSU with any
Indebtedness evidenced by the November 1999 Note. Immediately following the
closing of the transactions contemplated hereby, there will be no agreement,
indenture, instrument or other document to which the Company is a party or by
which it or they are bound that requires the subordination in right of payment
or rights upon liquidation of any Obligations to Purchaser (including principal,
interest, premium, if any, or other amounts under the November 1999 Note) to the
repayment of any other existing or future Indebtedness or other obligations of
the Company other than the Senior Indebtedness.

                  (d) NO CONSENTS. Neither the Company nor any of its Affiliates
is required to obtain from or make with any Governmental Authority or any other
Person any Consent in connection with execution, delivery or performance of this
Amendment or any other Fourth Amendment Document or for the purpose of
maintaining in full force and effect any Licenses and Permits of the Company,
except where the failure to obtain or make such Consent or maintain any such
License or Permit, as the case may be, could not have a Material Adverse Effect.
There are no orders, decrees, judgments, injunctions or rulings of any
Governmental Authority against the Company or any of its assets.

                  (e) REPRESENTATIONS AND WARRANTIES. After giving effect to the
amended Disclosure Schedules attached as EXHIBIT A hereto, each of the
representations and warranties of the Company contained in the Securities
Purchase Agreement, the Security Agreement and the PTC Security Agreement is
true and correct in all material respects (it being understood that Overhill
Ventures has been liquidated, wound up and dissolved and the Company has no
Subsidiaries).

                  (f) NO DEFAULT. No Default or Event of Default has occurred
and is continuing or will result from the execution and delivery of this
Amendment or the other Fourth Amendment Documents or the consummation of the
other transactions contemplated hereby or thereby.

                  (g) COLLATERAL SECURITY. The Liens granted in favor of the
Purchaser under the Collateral Documents constitute valid, enforceable,
perfected and continuing security interests and Liens in, on and to the
Collateral to secure the payment and performance in full of all Obligations,
including all Indebtedness under the November 1999 Note and all other
Obligations, and such security interests and liens are subject, as to priority,
only to the Senior Liens and Permitted Liens to the extent entitled to priority
under Applicable Law.


                                      -9-
<PAGE>

                  (h) NOVEMBER 1999 NOTE. As of the date hereof, the principal
amount of the November 1999 Note outstanding is $28,858,000.

         4. CONFIRMATION; FULL FORCE AND EFFECT. The amendments set forth in
Section 1 shall amend the Securities Purchase Agreement on and as of the Fourth
Amendment Effective Date, and the Securities Purchase Agreement shall otherwise
remain in full force and effect, as amended thereby, from and after the Fourth
Amendment Effective Date in accordance with its terms. The Company hereby
ratifies, approves and affirms in all respects each of the Securities Purchase
Agreement, as amended hereby, the Note, the Collateral Documents (including the
Liens granted in favor of the Purchaser under the Collateral Documents) and each
of the other Investment Documents, the terms and other provisions hereof and
thereof and the Obligations hereunder and thereunder.

         5. NO OTHER AMENDMENTS. This Amendment is being delivered without
prejudice to the rights, remedies or powers of the Purchaser under or in
connection with the Securities Purchase Agreement, the Note, the Collateral
Documents and the other Investment Documents, Applicable Laws or otherwise and,
except as expressly provided in Section 1 above, shall not constitute or be
deemed to constitute an amendment or other modification of, or a supplement to,
the Securities Purchase Agreement or any Investment Document or the obligations
of the Company Parties thereunder. In addition, nothing contained in this
Amendment is intended to constitute, or shall be construed as, a waiver of any
Interest Rate Event, Default or Event of Default, or other breach or violation
of the Securities Purchase Agreement, the Note, the Collateral Documents or any
other Investment Document, whether past, present or future, or a forbearance by
the Purchaser of any of its rights, remedies or powers against the Company
Parties (or any of them) or the Collateral. The Purchaser hereby expressly
reserves all of its rights, powers and remedies under or in connection with the
Securities Purchase Agreement, the Note, the Collateral Documents and the other
Investment Documents, whether at law or in equity, including, without
limitation, the right to declare all Obligations to be due and payable.

         6. MISCELLANEOUS PROVISIONS.

                  (a) ENTIRE AGREEMENT; SUCCESSORS AND ASSIGNS. This Amendment
and the other Fourth Amendment Documents constitute the entire understanding and
agreement with respect to the subject matter hereof and supersede all prior oral
and written, and all contemporaneous oral, agreements and understandings with
respect thereto. This Amendment shall inure to the benefit of, and be binding
upon, the parties and their respective successors and permitted assigns.

                  (b) GOVERNING LAW. IN ALL RESPECTS, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
CALIFORNIA APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT STATE (WITHOUT
REGARD TO THE CHOICE OF LAW OR CONFLICTS OF LAW PROVISIONS THEREOF).


                                      -10-
<PAGE>

                  (c) COUNTERPARTS. This Amendment may be executed in one or
more counterparts and by facsimile transmission, each of which shall be deemed
an original and all of which taken together shall constitute one and the same
instrument.




                     [REST OF PAGE INTENTIONALLY LEFT BLANK]


                                      -11-
<PAGE>


         IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed and delivered by their duly authorized representatives on the first
date written above, to be effective as of the Fourth Amendment Effective Date.

                                      COMPANY
                                      -------

                                      OVERHILL FARMS, INC., a Nevada corporation


                                      By: /s/ James Rudis
                                          --------------------------------------
                                          James Rudis
                                          President and Chief Executive Officer


                                      By: /s/ John Steinbrun
                                          --------------------------------------
                                          John Steinbrun
                                          Senior Vice President and Chief
                                            Financial Officer


                                     PURCHASER
                                     ---------

                                     LEVINE LEICHTMAN CAPITAL PARTNERS II, L.P.,
                                     a California limited partnership

                                     By: LLCP California Equity Partners II,
                                         L.P., a California limited partnership,
                                         its General Partner

                                         By: Levine Leichtman Capital Partners,
                                             Inc., its General Partner

                                             By: /s/ Steven E. Hartman
                                                 -------------------------------
                                                 Steven E. Hartman
                                                 Vice President





                                      -12-

<PAGE>

                                   EXHIBIT A

                          Amended Disclosure Schedules
                          ----------------------------

         Attached hereto are amended, updated versions of the following
Disclosure Schedules, which Disclosure Schedules are amended and updated through
and including the Fourth Amendment Effective Date (it being understood that all
other Disclosure Schedules shall remain unamended and in full force and effect):

     Securities Purchase Agreement
     -----------------------------

     Schedule 3.5 --          Conflicts with Other Instruments; Existing
                              Defaults; Rank
     Schedule 3.10 --         SEC Documents
     Schedule 3.12(a)(i) --   Existing Indebtedness
     Schedule 3.12(a)(iv) --  UCC Financing Statements
     Schedule 3.12(a)(v) --   Payables Aging Schedule
     Schedule 3.14 --         Material Contracts
     Schedule 3.20 --         Legal Action
     Schedule 3.23 --         Licenses and Permits
     Schedule 3.25 --         Real Property
     Schedule 3.31 --         Insurance
     Schedule 3.32 --         Customers
     Schedule 3.33 --         Suppliers
     Schedule 3.35 --         Personal Property Leases
     Schedule 3.36 --         Employment Agreements


     Security Agreement
     ------------------

     Schedule 1 --            Chief Executive Office and Corporate names;
                              Locations of Collateral

     PTC Security Agreement
     ----------------------

     None.


                                      -13-