First Union National Bank
of South Carolina
Post Office Box 1329
Greenville, South Carolina 29602

(First Union logo)


                                August 23, 1996


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



Re: Second Amendment to Loan and Security Agreement dated as of January 4, 1996
    (the "Loan Agreement"), 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:


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


      (a) Section 4.3(a) Debt Coverage Ratio is hereby deleted and the following
          is substituted therefor:


          (a) Debt Coverage Ratio. A Debt Coverage Ratio of not less than the
              following levels for the periods indicated:


              (i) 1.0 to 1.0 for each quarter through and including the next to
                  the last day of the quarter ending on November 30, 1996;

             (ii) 1.05 to 1.0 for each quarter from November 30, 1996 through
                  May 30, 1997;

            (iii) 1.10 to 1.0 for each quarter from May 31, 1997 through
                  November 29, 1997;

             (iv) 1.20 to 1.0 for each quarter from November 30, 1997 through
                  May 30, 1998;

              (v) 1.30 to 1.0 for each quarter from May 31, 1998 through
                  November 29, 1998;

             (vi) 1.40 to 1.0 for each quarter from November 30, 1998 through
                  May 30, 1999; and







Piemonte Foods, Inc.
Piemonte Foods of Indiana, Inc.
Origena, Inc.
August 23, 1996
Page 2




              (vii) 1.50 to 1.0 for each quarter thereafter.


             The measurement to determine Debt Coverage Ratio shall be
calculated on a rolling four (4) quarter basis and shall be adjusted to exclude
the following one time reductions in earnings: (i) $206,000 for the quarter
ending February 28, 1996, and (ii) $344,000 for the quarter ending May 31, 1996.


     (b) Section 4.3(c) Minimum Net Worth is hereby deleted and the following is
         substituted therefor:


         (c) Minimum Net Worth. A Minimum Net Worth of not less than: (i)
             $6,000,000.00 by the quarter ending on May 31, 1996, and for the
             six (6) months following; (ii) $6,200,000.00 by the quarter ending
             on November 30, 1996, and for the six (6) months following; (iii)
             $6,400,000.00 by the quarter ending May 31, 1997, and for the six
             (6) months following; (iv) $6,600,000.00 by the quarter ending
             November 30, 1997, and for the six (6) months following; (v)
             $6,800,000.00 by the quarter ending May 31, 1998, and for the six
             (6) months following; (vi) $6,900,000.00 by the quarter ending
             November 30, 1998, and (vii) $7,000,000.00 by May 31, 1999 and
             continuing thereafter. For the purpose of this Section, "Minimum
             Net Worth" shall mean the excess of all assets of Borrower and its
             subsidiaries over all liabilities of Borrower and its subsidiaries,
             on a consolidated basis, all determined in accordance with GAAP,
             provided, however, that the foregoing calculation shall not include
             Borrower's gains or losses resulting from its participation in the
             Piemonte/Sabatasso European Project.


      The foregoing amendments shall become effective 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.


      By its execution hereof, Lender waives Borrower's non-compliance with
Section 4.3(a) of the Loan Agreement for the fiscal year ending May 31, 1996.




Piemonte Foods, Inc.
Piemonte Foods of Indiana, Inc.
Origena, Inc.
August 23, 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