(First Union logo)

                                    July 18, 1996


Piemonte Foods, Inc.
Piemonte Foods of Indiana, Inc.
Origena, Inc.


Re:    First Amendment to Loan and Security Agreement dated as of January 4,
       1996, by and among First Union National Bank of South Carolina (the
       "Lender"), Piemonte Foods, Inc. ("Borrower"), Piemonte Foods of Indiana,
       Inc. ("Piemonte of Indiana") and Origena, Inc. ("Origena").


Dear Sirs,

      This responds to your request to amend certain provisions of the Loan
Agreement (as defined above).

      The Loan Agreement shall be amended as follows (with capitalized terms
having the same definitions as set forth in the Loan Agreement):


      (a) Section 4.2 Negative Covenants (g) is hereby deleted and the following
          is substituted therefor:


           "Provide funding to the Piemonte/Sabatasso European Project Joint
           Venture in excess of $1,400,000.00 (whether in the form of debt or
           equity or both)."


       (b) Section 4.2 Negative Covenants (h) is hereby deleted and the
           following is substituted therefor:


           "Incur any  additional debt for borrowed money, whether secured or
           unsecured, or enter into any capitalized leases, or incur any
           contingent liability (the execution of any guaranty agreement or
           letter of credit agreement constituting the incurrence of a
           contingent liability), except for the indebtedness and/or guaranty of
           Borrower to Internationale Nederlanden Bank N.V. (a/k/a ING Bank) in
           the amount of Six Million Seven Hundred Fifty Thousand (6,750,000)
           Guilders




Piemonte Foods, Inc.
Piemonte Foods of Indiana, Inc.
Origena, Inc.
July 18, 1996
Page 2




           outstanding as of June 1, 1996 plus additional amounts from ING Bank
           not to exceed Three Hundred Thousand (300,000) Guilders in the 
           aggregate, in future borrowings."


       (c) Section 4.1 Affirmative Covenants is hereby amended by adding the
           following:


           "(l) Capital Expenditures - Piemonte/Sabatasso Joint Venture.
           Borrower shall require its approval of all capital expenditures
           incurred in connection with the Piemonte/Sabatasso European Project
           Joint Venture, and shall provide immediate notice to Lender of any
           such approvals issued."


           "(m) Financial Reports - Piemonte/Sabatasso Project. Borrower shall
           require to be furnished with English translated monthly financial
           statements for the Piemonte/Sabatasso European Project Joint Venture
           produced by Deloitte Touche Tohmatsu International - Netherlands with
           such copies to be provided to Lender within five (5) days of
           Borrower's receipt thereof, but no later than thirty (30) days after
           the preceding month end."


      The foregoing amendments shall become effective, as of March 1, 1996, upon
our receipt of a fully executed acknowledgement of this letter. By executing the
acknowledgements indicated below, the parties ratify and confirm all terms and
conditions of the Loan Agreement except as amended hereby.




Piemonte Foods, Inc.
Piemonte Foods of Indiana, Inc.
Origena, Inc.
July 18, 1996
Page 3


       We are pleased to be of continuing service to Piemonte Foods.

                                  Sincerely,

                                  FIRST UNION NATIONAL BANK OF SOUTH
                                  CAROLINA

                                  (Signature of William A. Litchfield)
                                  William A. Litchfield
                                  Sr. Vice President

Acknowledged and agreed to by:

BORROWER:
PIEMONTE FOODS, INC.

By: s/ Virgil Clark
Its: President

GUARANTORS:

PIEMONTE FOODS OF INDIANA, INC.

By: s/ Virgil Clark
Its: President

ORIGENA, INC.

By: s/ Virgil Clark
Its: President