AMENDMENT NO. 1
                                       TO

                             LINCOLN SNACKS COMPANY

                       CONVERTIBLE SUBORDINATED DEBENTURE

          AMENDMENT NO. 1 TO LINCOLN  SNACKS  COMPANY  CONVERTIBLE  SUBORDINATED
DEBENTURE dated as of the 27th day of April, 2000, by and between LINCOLN SNACKS
COMPANY, a Delaware corporation (the "Maker"), and BRYNWOOD PARTNERS III L.P., a
Delaware limited partnership (the "Holder").

                              W I T N E S S E T H :
                              - - - - - - - - - -

          WHEREAS,  on or about  April 1,  1999,  the Maker  executed  a certain
Convertible  Subordinated  Debenture  dated as of April 1, 1999 in the principal
amount of $5,000,000 in favor of the Holder (the "Debenture"); and

     WHEREAS,  all terms used herein and not  otherwise  defined  shall have the
meaning  set  forth in the  Debenture;  and  WHEREAS,  each of the Maker and the
Holder desire to enter into this  Amendment in order to extend the Maturity Date
set  forth in the  Debenture  pursuant  to the terms  and  provisions  set forth
herein.

          NOW,  THEREFORE,  in consideration  of One Dollar ($1.00),  receipt of
which is hereby  acknowledged  and of the mutual  covenants set forth hereunder,
the parties agree as follows:

          1. The Maturity Date of the  Debenture  shall be extended to April 28,
2003.





          2. Except as otherwise  expressly  modified by this Amendment,  all of
the terms and provisions of the Debenture shall remain in full force and effect.

          3. This  Amendment  shall be  binding  upon,  and  shall  inure to the
benefit  of,  the Maker and the  Holder,  and their  respective  successors  and
assigns.

          4. This Amendment may be executed in any number of  counterparts,  all
of which taken together shall  constitute one and the same  instrument,  and any
party hereto may execute this Amendment by signing any such counterpart.


                                         LINCOLN SNACKS COMPANY
- -----------------------------

                                          By:     /s/ Kristine A. Crabs
- -----------------------------                --------------------------------
                                             Name:  Kristine A. Crabs
                                             Title:  Chief Financial Officer,
                                                     Secretary and Treasurer

                                          BRYNWOOD PARTNERS III L.P.
- -----------------------------

                                          By: /s/ Hendrik J. Hartong, Jr.
- -----------------------------                --------------------------------
                                             Name:  Hendrik J. Hartong, Jr.
                                             Title:  General Partner







STATE OF CONNECTICUT                  )
                                      )   ss:
COUNTY OF FAIRFIELD                   )


          On this 18th day of  April,  2000,  personally  appeared  Kristine  A.
Crabs,  Chief  Financial  Officer,  Secretary  and  Treasurer of Lincoln  Snacks
Company, a Delaware  corporation,  signer and sealer of the foregoing instrument
and  acknowledged the same to be her free act and deed and the free act and deed
of said corporation, before me.

                                                    /s/ Susan A. Fondu
                                             -----------------------------------
                                             Notary Public

                                             Commissioner of the Superior Court
                                             My commission expires:   3/31/02
                                                                    -----------





STATE OF CONNECTICUT                  )
                                      )   ss:
COUNTY OF FAIRFIELD                   )


          On this  13th day of  April,  2000,  personally  appeared  Hendrik  J.
Hartong,  Jr., the general  partner of Brynwood  Partners  III L.P.,  signer and
sealer of the foregoing  instrument and acknowledged the same to be his free act
and deed and the free act and deed of said limited partnership, before me.

                                                   /s/ Diane M. Hockenbeck
                                             -----------------------------------
                                             Notary Public

                                             Commissioner of the Superior Court
                                             My commission expires:   8/31/04
                                                                   -------------