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                                                                    EXHIBIT 4.24

                          LIEN SUBORDINATION AGREEMENT


     THIS LIEN SUBORDINATION AGREEMENT (this "Agreement") is made on March 20,
1998, by and between FLEET CAPITAL CORPORATION, a Rhode Island corporation
(together with its successors and assigns, "Senior Creditor"), and BANC ONE
CAPITAL PARTNERS, LLC, a limited liability company organized under the laws of
the State of Delaware ("Subordinated Creditor").


                                    RECITALS:

     Senior Creditor and Atlantic Premium Brands, Ltd., Carlton Foods Corp.,
Prefco Corp., Grogan's Farm, Inc., Richards Cajun Foods Corp. and Potter's
Acquisition Corp., each a Delaware corporation (collectively referred to as
"Borrowers"), are parties to a certain Loan and Security Agreement dated the
date hereof (as at any time amended, the "Loan Agreement") pursuant to which
Senior Creditor may from time to time make loans to Borrowers secured by all or
substantially all of Borrowers' assets.

     Subordinated Creditor and Borrowers are parties to a certain Senior
Subordinated Note and Warrant Purchase Agreement dated as of March 20, 1998 (as
at any time amended, the "Note Purchase Agreement"), hereof pursuant to which
Subordinated Creditor has agreed to make a loan to Borrowers as evidenced by a
certain Senior Subordinated Note (as hereinafter defined) payment of which is
secured by a junior lien upon substantially all of Borrowers' assets.

     Senior Creditor, Subordinated Creditor and Borrowers are parties to a
certain Debt Subordination Agreement of even date herewith pursuant to which
Subordinated Creditor has subordinated the payment of all indebtedness at any
time owing to it by Borrowers to the full and final payment of all indebtedness
at any time owing to Senior Creditor by Borrowers (as at any time amended, the
"Debt Subordination").

     The parties hereto desire to enter into this Agreement for the purpose of
establishing the priorities of their respective liens and security interests in
the assets of Borrowers and setting forth certain other agreements between them
with respect to Borrowers.

     NOW, THEREFORE, for TEN DOLLARS ($10.00) in hand paid and in consideration
of the foregoing premises, and other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and the mutual covenants herein,
and to induce Lender to provide financial accommodations to or for the benefit
of Borrowers in accordance with the Loan Agreement, the parties hereto,
intending to be legally bound hereby, agree as follows:

1.  CERTAIN DEFINITIONS; RULES OF CONSTRUCTION.



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     a.   Capitalized terms used in this Agreement, unless otherwise defined,
          shall have the meanings ascribed to them in the Debt Subordination. In
          addition, the following terms shall have the following meanings for
          the purposes of this Agreement:

          "Applicable Law" shall have the meaning ascribed to it in the Loan
     Agreement.

          "Collateral" shall have the meaning ascribed to it in the Loan
     Agreement and in any of the other Senior Creditor Loan Documents.

          "Enforcement Action" shall mean any action taken by Senior Creditor or
     Subordinated Creditor to repossess, replevy, attach, garnish, levy upon,
     collect the proceeds of, foreclose its Lien upon, sell or otherwise dispose
     of any Collateral, whether by judicial action, under power of sale, by
     self-help repossession, by notification to account obligors of any Borrower
     or otherwise.

          "Enforcement Notice" shall mean a written notice given by Subordinated
     Creditor to Senior Creditor of Subordinated Creditor's intent to initiate
     Enforcement Action, which notice shall specify the date on which
     Subordinated Creditor intends to initiate such Enforcement Action and shall
     be given (i) in the manner provided and in accordance with the terms set
     forth in paragraph 5(d) of the Debt Subordination if a Remedy Bar Notice
     has not been given to Subordinated Creditor within the immediately
     preceding 365 days and (ii) at least 7 days prior to the initiation of any
     Enforcement Action proposed to be taken on or after a Remedy Bar
     Termination Date.

          "Equipment" shall have the meaning ascribed to it in the Loan
     Agreement.

          "Event of Default" shall mean the occurrence of any event or the
     existence of any condition that constitutes an "Event of Default" under
     (and as defined in) the Loan Agreement.

          "Insolvency Proceeding" shall mean any action, case or proceeding
     commenced by or against a Person, or any agreement of such Person, for (a)
     the entry of an order for relief under any chapter of the Bankruptcy Code
     or other insolvency or debt adjustment law (whether state, federal or
     foreign), (b) the appointment of a receiver, trustee, liquidator or other
     custodian for such Person or any part of its property, (c) an assignment or
     trust mortgage for the benefit of creditors of such Person, or (d) the
     liquidation, dissolution or winding up of the affairs of such Person.

          "Lien" shall mean any interest in property securing an obligation owed
     to, or a claim by, a Person other than the owner of the property, whether
     such interest is based on common law, statute or contract. The term "Lien"
     shall also include reservations, exceptions, encroachments, easements,
     rights-of-way, covenants, conditions, restrictions, leases and other title
     exceptions and encumbrances affecting property. For the purpose of the
     Agreement, Borrowers shall be deemed to be the owner of any property which
     it


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     has acquired or holds subject to a conditional sale agreement or other
     arrangement pursuant to which title to the property has been retained by or
     vested in some other Person for security purposes.

          "Loan Agreement" shall have the meaning ascribed to it in the Recitals
     hereto.

          "Person" shall mean an individual, partnership, corporation, limited
     liability company, limited liability partnership, joint stock company, land
     trust, business trust, or unincorporated organization, or a government
     agency or political subdivision thereof.

          "Subordinated Note" shall mean that certain Senior Subordinated Note
     dated March __, 1998, made by Borrowers to the order of Subordinated
     Creditor in the original principal amount of $6,500,000.

          "Subordinated Security Agreement" shall mean that Security Agreement
     executed by Borrowers in favor of Subordinated Creditor and pursuant to
     which Borrowers have granted to Subordinated Creditor security interests in
     all of the Collateral (other than Real Estate) as security only for the
     payment of the Subordinated Debt.

          "Warrants" shall have the meaning ascribed to it in the Note Purchase
     Agreement.


     b.   The terms "herein," "hereof" and "hereunder" and other words of
          similar import refer to this Agreement as a whole and not to any
          particular Paragraph or subdivision. All references to statutes and
          related regulations shall include any amendments of same and any
          successor statutes and regulations. All references to any instruments
          or agreements shall include any and all modifications thereto and any
          and all restatements, extensions or renewals thereof. All references
          to "including" and "include" shall be understood to mean "including,
          without limitation."

2.   CONSENTS TO LIENS. Senior Creditor hereby consents to Borrowers' grant of
     Liens in the Collateral to Subordinated Creditor and agrees that the
     existence of such Liens shall not constitute an Event of Default under any
     of the Senior Creditor Loan Documents. Subordinated Creditor hereby
     consents to Borrowers' grant of Liens in the Collateral to Senior Creditor
     as security for the payment and performance of all of the Senior Debt and
     agrees that the existence of such Liens shall not constitute an Event of
     Default under any of the Subordinated Debt Documents.

3.   PRIORITY OF LIENS.

     a.   Subordinated Creditor and Senior Creditor agree at all times, whether
          before, after or during the pendency of any Insolvency Proceeding and
          notwithstanding


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          the priorities which would ordinarily result from the order of
          granting or perfection of any Liens, the order of filing or recording
          of any financing statements or mortgages, or the priorities that would
          otherwise apply under Applicable Law, that any Liens which Senior
          Creditor may at any time have in or with respect to any of the
          Collateral shall constitute first priority Liens in such property to
          secure the payment and performance of all of the Senior Debt and shall
          be superior to any Lien or other interest at any time held by
          Subordinated Creditor in the same property arising pursuant to the
          Subordinated Debt Documents, by operation of Applicable Law or
          otherwise; and any Lien or other interests at any time held by
          Subordinated Creditor in any of the Collateral shall be subordinate to
          any Liens at any time held by Senior Creditor therein.

     b.   For purposes of the foregoing priorities, any claim of a right of
          setoff by Subordinated Creditor shall be treated in all respects as a
          Lien and no claim to right of setoff by Subordinated Creditor shall be
          asserted to defeat or diminish the rights or priorities provided for
          herein in favor of Senior Creditor.

     c.   If for any reason any Lien granted or conveyed by Borrowers to Senior
          Creditor pursuant to the Senior Creditor Loan Documents or otherwise
          is set aside or otherwise declared ineffective, in whole or in part,
          by any court of competent jurisdiction, and if as a consequence
          thereof Subordinated Creditor becomes entitled to receive any payments
          or proceeds from or on account of any of the Collateral or on account
          of Subordinated Creditor's Lien in any of the Collateral, then any
          such payments or proceeds received by Subordinated Creditor shall be
          used by it to purchase a junior participation in all of the Senior
          Debt pursuant to a junior participation agreement in form and content
          satisfactory to Senior Creditor but in all events providing that
          Senior Creditor's retained interest in the Senior Debt and all costs
          and expenses incurred by Senior Creditor (including attorneys' fees)
          in attempting to collect the Senior Debt or to realize upon any of the
          Collateral shall be paid in full before Subordinated Creditor shall be
          entitled to any payment on account of its junior participation and
          Subordinated Creditor's junior participation will be without recourse
          of any kind to Senior Creditor except for Senior Creditor's gross
          negligence or willful misconduct after the date of Subordinated
          Creditor's purchase of such junior participation.

     d.   In no event shall Subordinated Creditor institute, encourage, or join
          as a party in the institution of, or assist in the prosecution of, any
          action, suit or proceeding seeking a determination that the Lien of
          Senior Creditor in any of the Collateral is invalid, unperfected or
          avoidable, or is or should be subordinated to the interests of any
          other Person.

4.   STANDBY AS TO ENFORCEMENT ACTION.



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     a.   If and for so long as(i) an Event of Default exists under the Senior
          Creditor Loan Documents and Senior Creditor is taking any Enforcement
          Action with respect to any of the Collateral, or(ii) a Remedy Bar
          Period is in effect, then in any such event, Subordinated Creditor
          shall not take any Enforcement Action with respect to any of the
          Collateral unless and until all of the Senior Debt has been paid
          finally and in full and any commitments of Senior Creditor under the
          Loan Agreement have been terminated or expired.

     b.   At any time that Subordinated Creditor is not prohibited from
          initiating any Enforcement Action, Subordinated Creditor shall be
          authorized to initiate such Enforcement Action only after having given
          to Senior Creditor all required Enforcement Notices. Notwithstanding
          anything to the contrary contained herein, in no event shall
          Subordinated Creditor be authorized to initiate any Enforcement Action
          with respect to any of the Collateral other than that portion
          consisting solely of Equipment until all of the Senior Debt has been
          paid in full and all commitments of Senior Creditor to Borrowers under
          any of the Senior Creditor Loan Documents have been terminated or
          expired. Subordinated Creditors shall forthwith cease any Enforcement
          Action taken with respect to any Equipment after the date it receives
          notice of Senior Creditor's commencement of any Enforcement Action
          with respect to such Equipment.

     c.   If Subordinated Creditor shall receive any proceeds from any sale,
          liquidation, casualty or other disposition of any Collateral, whether
          in connection with the initiation of an Enforcement Action or
          otherwise, Subordinated Creditor shall be obligated to hold such
          proceeds in trust and promptly turn over such proceeds, less its costs
          and expenses incurred in connection with any such Enforcement Action,
          to Senior Creditor for application to the Senior Debt until the Senior
          Debt is paid in full and any commitments by Senior Creditor under the
          Senior Creditor Loan Documents have been terminated or expired.

5.  AGREEMENT ON CERTAIN BANKRUPTCY MATTERS.

     a.   Without impairing, abrogating or in any way affecting Senior
          Creditor's rights hereunder, including the relative priorities
          established by Paragraph 3 hereof, Senior Creditor may during any
          Bankruptcy Case give or withhold its consent to Borrowers' or any
          bankruptcy trustee's use of any Collateral (including cash proceeds of
          any Collateral) or may provide financing or otherwise extend credit to
          Borrowers or any bankruptcy trustee secured by a Lien in any or all of
          the Collateral that is senior in priority to all Liens at any time
          held by Subordinated Creditor, and Subordinated Creditor shall be
          deemed to have consented to Borrowers' or any bankruptcy trustee's use
          of Collateral if and to the extent consented to by Senior Creditor and
          to any financing proposed to be provided by Senior Creditor to
          Borrowers or any bankruptcy trustee during the pendency of any such
          Bankruptcy Case.


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     b.   If in or as a result of any Bankruptcy Case Senior Creditor returns,
          refunds or repays to Borrowers or any trustee or committee appointed
          in the Bankruptcy Case any payment or proceeds of any Collateral in
          connection with any action, suit or proceeding alleging that Senior
          Creditor's receipt of such payment or proceeds was a transfer voidable
          under state or federal law, then Senior Creditor shall not be deemed
          ever to have received such payment or proceeds for purposes of this
          Agreement in determining whether and when all of the Senior Debt has
          been paid in full.

6.  AGREEMENT TO RELEASE LIENS.

     a.   Subordinated Creditor agrees that it will, upon Senior Creditor's
          request and whether or not an Event of Default exists, release its
          Liens in any Equipment concurrently with Senior Creditor's release of
          its Lien therein in connection with Borrowers' authorized disposition
          of such Equipment pursuant to the terms of the Senior Creditor Loan
          Documents as in effect on the date hereof.

     b.   Subordinated Creditor agrees that it will, if requested to do so by
          Senior Creditor after and during the continuance of an Event of
          Default under the Senior Creditor Loan Documents, release its Liens in
          any Equipment in connection with and in order to facilitate any
          orderly liquidation sale of such Collateral by Borrowers or any
          bankruptcy trustee or receiver for Borrowers, and promptly upon the
          request of Senior Creditor, it will, at its expense (but without
          waiving any obligation of reimbursement by Borrowers under the
          Subordinated Debt Documents), execute and deliver such documents,
          instruments and agreements as are necessary to effectuate such release
          and to evidence such release in the appropriate public records.

     c.   Subordinated Creditor agrees that it will, upon payment in full of all
          Subordinated Debt (excluding debt or obligations owing from Borrowers
          to Subordinated Creditor under or in connection with the Warrants),
          release its Liens upon all of the Collateral.

7.   WAIVER OF MARSHALLING; APPLICATION OF PAYMENTS AND PROCEEDS. Subordinated
     Creditor hereby waives any right to require Senior Creditor to marshall any
     security or collateral or otherwise to compel Senior Creditor to seek
     recourse against or satisfaction of the indebtedness to it from one source
     before seeking recourse or satisfaction from another source. Senior
     Creditor shall be authorized to apply any and all payments, collections and
     proceeds of Collateral received by it to such portion of the Senior Debt as
     Senior Creditor may lawfully elect consistent with the provisions of the
     Senior Creditor Loan Documents.

8.   PROVISIONS CONCERNING INSURANCE. Proceeds of the Collateral include
     insurance proceeds, and therefore the priorities set forth in Paragraph 3
     hereof govern the ultimate


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     disposition of casualty insurance proceeds. Senior Creditor shall have the
     sole and exclusive right, as against Subordinated Creditor, to adjust
     settlement of insurance claims in the event of any covered loss, theft or
     destruction of the Collateral. All proceeds of such insurance shall inure
     to Senior Creditor, and Subordinated Creditor shall cooperate (if
     necessary) in a reasonable manner in effecting the payment of insurance
     proceeds to Senior Creditor. Senior Creditor shall have the right (as
     between the parties hereto) to determine whether such proceeds will be
     applied to its claim or used to rebuild, replace or repair the affected
     Collateral. If such proceeds are applied to the Senior Debt, any proceeds
     remaining after payment in full of the Senior Debt and all expenses of
     collection, including reasonable attorneys' and paralegals' costs, fees and
     expenses, shall be promptly remitted to Subordinated Creditor for
     application to the Subordinated Debt, or to Borrowers, as applicable.

9.   NOTICES. All notices, requests and demands to or upon a party hereto shall
     be given in the manner and to the Persons set forth in the Debt
     Subordination. Subordinated Creditor hereby agrees that any requirement for
     the giving of notice by Senior Creditor under Applicable Law or otherwise
     in connection with any exercise by Senior Creditor of any of its rights or
     remedies with respect to the Collateral shall be satisfied by the giving of
     written notice at least 5 days prior to the date on which such rights or
     remedies are to be exercised by Senior Creditor, provided that nothing
     herein shall be deemed to require the giving of any such notice when such
     notice is not required by Applicable Law. Notwithstanding anything to the
     contrary herein or in the Debt Subordination, no Enforcement Notice shall
     be deemed effective unless and until actually received by Senior Creditor
     at the applicable address for Senior Creditor pursuant to paragraph 14 of
     the Debt Subordination.

10.  NO DUTIES IMPOSED UPON SENIOR CREDITOR. The rights granted to Senior
     Creditor in this Agreement are solely for its protection and nothing herein
     contained imposes on Senior Creditor any duties with respect to any of the
     Collateral. Senior Creditor has no duty to preserve rights against prior
     parties on any instrument or chattel paper received from Borrowers as
     collateral security for any of the Senior Debt.

11.  RELATIONSHIP OF PARTIES. This Agreement is entered into solely for the
     purposes set forth above, and, except as is expressly provided otherwise
     herein, neither party assumes any responsibility to the other party to
     advise such other party of information known to such party regarding the
     financial condition of Borrowers or regarding the Collateral, or of any
     other circumstances bearing upon the risk of nonpayment of the obligations
     of Borrowers, under the Subordinated Debt Documents, or the Senior Creditor
     Loan Documents. Each party shall be responsible for managing its
     relationship with Borrowers and neither party shall be deemed the agent of
     the other for any purpose. Subordinated Creditor and Senior Creditor each
     may alter, amend, supplement, release, discharge or otherwise modify any
     terms of the Subordinated Debt Documents or of the Senior Creditor Loan
     Documents, respectively, without the consent of the other, except as
     otherwise provided in the Debt Subordination.


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12.  SPECIFIC ENFORCEMENT. If Subordinated Creditor fails to comply with any
     provision of this Agreement that is applicable to it, Senior Creditor may
     demand specific performances of this Agreement and may exercise any other
     remedy available at law or equity.

13.  NO ADDITIONAL RIGHTS OF BORROWERS HEREUNDER. Nothing herein shall be
     construed to confer additional rights upon Borrowers. Without limiting the
     generality of the foregoing, if any party hereto shall enforce its rights
     or remedies in violation of this Agreement, Borrowers shall not be
     authorized to use such violation as a defense to any right or remedy
     exercised by such party, nor assert such violation as a counterclaim or
     basis of setoff or recoupment against such party, unless the other party
     hereto consents in writing and itself asserts that the exercise of right or
     remedy is in violation of this Agreement.

14.  INDEPENDENT CREDIT INVESTIGATIONS. Neither the parties hereto nor any of
     their respective directors, officers, agents or employees shall be
     responsible to the others or to any other Person, for Borrowers' solvency,
     financial condition or ability to repay any of the Subordinated Debt or any
     of the Senior Debt, or for statements of Borrowers, oral or written, or for
     the validity, sufficiency or enforceability of any of the Subordinated Debt
     Documents or any of the Senior Creditor Loan Documents, or the validity or
     priority of any Liens granted by Borrowers to either party in connection
     with any of the Subordinated Debt Documents or any of the Senior Creditor
     Loan Documents. Each party hereto has entered into its agreements with
     Borrowers based upon its own independent investigation, and makes no
     warranty or representation to the other party nor does it rely upon any
     representation of the other party with respect to matters identified or
     referred to in this Paragraph.

15.  TERM OF AGREEMENT. This Agreement shall continue in full force and effect
     and shall be irrevocable by any party hereto until the earliest to occur of
     the following: (i) the parties hereto in writing mutually agree to
     terminate this Agreement; (ii) the Subordinated Debt is fully paid and
     discharged (other than in a manner that constitutes a breach of this
     Agreement), and the Subordinated Debt Documents are terminated and all
     Liens in favor of Subordinated Creditor with respect to any of the
     Collateral are terminated; or (iii) the Senior Debt is fully paid and
     discharged and any commitments of Senior Creditor under the Senior Creditor
     Loan Documents are terminated or have expired.

16.  GOVERNING LAW. This Agreement shall be interpreted, and the rights and
     obligations of the parties hereto determined, in accordance with the
     internal laws of the State of Georgia.

17.  NO THIRD PARTY BENEFICIARIES. Nothing contained in this Agreement shall be
     deemed to indicate that this Agreement has been entered into for the
     benefit of any Person other



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     than the parties hereto. No Person other than the parties hereto shall be
     authorized to enforce any of the provisions of this Agreement.

18.  CONFLICT WITH DOCUMENTS. The provisions of this Agreement are intended by
     the parties to control any conflicting provisions in the Senior Creditor
     Loan Documents or the Subordinated Debt Documents, including any covenants
     prohibiting further borrowing or encumbrances of Collateral.

19.  PARAGRAPH HEADINGS. The paragraph headings contained in this Agreement are
     and shall be deemed to be without substantive meaning or content of any
     kind whatsoever and are not a part of the Agreement between the parties
     hereto.

20.  COUNTERPARTS; TELECOPIED SIGNATURES. This 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 counterparts taken together shall
     constitute but one and the same instrument. In proving this Agreement in
     any judicial proceeding, it shall not be necessary to produce or account
     for more than one such counterpart signed by the party against whom such
     enforcement is sought. Any signature delivered by a party by facsimile
     transmission shall be deemed to be an original signature hereto.

21.  SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and shall
     inure to the benefit of the parties hereto and their respective successors
     and assigns. In no event, however, shall either party hereto transfer or
     assign any Lien that it may have in any of the Collateral to any Person
     unless the transferee or assignee thereof shall first agree in writing to
     be bound by the terms of this Agreement the same as if an original
     signatory hereto. Any Qualified Lender whose loans or advances to Borrowers
     hereafter are used to refinance and pay indefeasibly in full the Senior
     Debt shall be deemed for all purposes hereof to be the successor to Senior
     Creditor, and from and after the date of such refinancing and satisfaction
     in full of the Senior Debt such Qualified Lender shall be deemed a party
     hereto in the place and stead of Senior Creditor as if such Qualified
     Lender had been the original signatory hereto, and all loans, advances,
     liabilities, debit balances, covenants and duties at any time or times owed
     by Borrowers to such successor to Lender, whether direct or indirect,
     absolute or contingent, secured or unsecured, due or to become due, then
     existing or thereafter arising, including any renewals, extension,
     modifications or replacements of any of the foregoing, shall be deemed for
     all purposes hereunder to constitute and be Senior Debt.

22.  FURTHER ASSURANCES. Each of the parties hereto agrees to execute such
     amendments to financing statements and other documents as may be necessary
     to reflect of record the existence of this Agreement and the relative
     priorities established pursuant to Paragraph 3 hereof.




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<PAGE>   10

23.  SEVERABILITY. Wherever possible, each provision of this Agreement shall be
     interpreted in such manner as to be effective and valid under Applicable
     Law, but if any provision of this Agreement shall be prohibited by or
     invalid under Applicable Law, such provision shall be ineffective only to
     the extent of such prohibition or invalidity, without invalidating the
     remainder of such provision or the remaining provisions of this Agreement.

24.  ENTIRE AGREEMENT; AMENDMENTS. This Agreement and the Debt Subordination
     express the entire understanding and agreement of the parties hereto with
     respect to the subject matter hereof and supersedes all prior
     understandings and agreements of the parties regarding the same subject
     matter. This Agreement may not be amended or modified except by a writing
     signed by the parties hereto.

25.  JURY TRIAL WAIVER. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
     SUBORDINATED CREDITOR AND SENIOR CREDITOR EACH HEREBY WAIVES ALL RIGHTS TO
     A TRIAL BY JURY IN CONNECTION WITH ANY ACTION, SUIT OR OTHER PROCEEDING
     ARISING OUT OF OR RELATED TO THIS AGREEMENT.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.


                                      BANC ONE CAPITAL PARTNERS, LLC
                                      ("Subordinated Creditor")


                                      By:  /s/ LEONARD LILLIARD
                                         ---------------------------------
                                      Title: Vice President



                                      FLEET CAPITAL CORPORATION
                                      ("Senior Creditor")


                                      By:  /s/ ROLAND ROBINSON
                                         ---------------------------------
                                      Title: Vice President




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<PAGE>   11



                     BORROWERS' ACKNOWLEDGMENT AND AGREEMENT

     The undersigned hereby accepts and acknowledges receipt of a copy of the
foregoing Intercreditor Agreement and consents to and agrees to be bound by all
provisions thereof, including the agreements between Senior Creditor and
Subordinated Creditor with respect to the payment by each to the other of
certain proceeds derived from the liquidation of the Collateral. The undersigned
further acknowledges and agrees that the Lien Subordination Agreement may be
modified or amended at any time or times without notice to or the consent of the
undersigned.

     Capitalized terms used in this Acknowledgment and Agreement without
definition have the meanings specified in the foregoing Intercreditor Agreement
unless the context otherwise requires.

     As of March 20, 1998.


                                               ATLANTIC PREMIUM BRANDS, LTD.


                                               By: /s/ MERRICK M. ELFMAN
                                                   ---------------------------
                                                   MERRICK M. ELFMAN, Chairman

                                               CARLTON FOODS CORP.


                                               By: /s/ MERRICK M. ELFMAN
                                                   ---------------------------
                                                   MERRICK M. ELFMAN, Chairman


                                               PREFCO CORP.


                                               By: /s/ MERRICK M. ELFMAN
                                                   ---------------------------
                                                   MERRICK M. ELFMAN, Chairman

                                               GROGAN'S FARM, INC.


                                               By: /s/ MERRICK M. ELFMAN
                                                   ---------------------------
                                                   MERRICK M. ELFMAN, Chairman

                    [Signatures continued on following page]


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<PAGE>   12




                                               RICHARDS CAJUN FOODS CORP.


                                               By: /s/ MERRICK M. ELFMAN
                                                   ---------------------------
                                                   MERRICK M. ELFMAN, Chairman


                                               POTTER'S ACQUISITION CORP.


                                               By: /s/ MERRICK M. ELFMAN
                                                   ---------------------------
                                                   MERRICK M. ELFMAN, Chairman






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