SENIOR EXECUTIVE AGREEMENT



      AGREEMENT dated as of October 17, 2000 between Hanover Foods Corporation

(the "Company") and Jennifer L. Warehime ("Executive").



                                   BACKGROUND



      Executive is employed by the Company in the position of Assistant to the

Chairman of the Company and Quality Control Manager - Nittany Corporation. In

consideration of Executive's past and present services to the Company, Company

desires to provide for the payment of termination compensation to Executive upon

the occurrence of certain circumstances specified in Section 3 of this

Agreement, but not under any other circumstances.



      NOW, THEREFORE, the parties hereto, intending to be legally bound hereby,

agree as follows:



      6.    TERM AND TERMINATION. This Agreement will commence on the date

hereof and terminate on the earlier of the following dates (herein called the

"Term"): (a) ten years from the date hereof; (b) Executive's removal or

resignation from his position with the Company as stated above for any reason

whatsoever and whether with or without cause (unless Executive continues to be

employed by the Company or an affiliate in an equal or higher position) if such

resignation or removal occurs prior to a change of control as defined in Section

2 hereof; (c) the death or permanent disability of Executive, whether during or

after his employment by the Company or any affiliate; (d) the Executive's

reaching his 65th birthday; or (e) mutual written agreement of Executive and

Company.



      2.    CHANGE OF CONTROL. A change of control of the Company shall be

deemed to have occurred if, during the Term, John A. Warehime for any reason

ceases to hold the position of Chief Executive Officer of the Company or ceases

to have the powers and authority of the Chief Executive Officer of the Company.



      3.    TRIGGERING EVENTS.



      (a)   If, within twenty-four (24) months after the occurrence of a change

of control of the Company,



            (i)   Executive's base salary, responsibilities or duties are

reduced and Executive terminates his employment by voluntary resignation during

the Term and during continuance of any of the foregoing conditions (provided

such resignation gives at least one month written notice of intent to terminate

employment), or



            (ii) Executive's employment is involuntarily terminated during the

Term by the Company for reasons other than the Executive's gross misconduct,

then



            Executive shall become entitled to receive the payments and benefits

specified in Section 4 of this Agreement.



      (b)   The date on which Executive's employment ceases as specified in

Section 3(a) is hereinafter referred to as the "Triggering Event."



      9.    PAYMENT AND BENEFITS.



      (a)   Commencing not later than thirty (30) days after the Triggering

Event, and subject to Executive's compliance with Section 7 of this Agreement,

the Company shall pay to Executive, in installments no less frequently than

monthly, during the two year period following the Triggering Event (but not

later than the last day of the Term of this Agreement), a monthly amount equal

to one-twelfth (1/12) of Executive's total cash compensation received from the

Company during the Company's fiscal year ended May 28, 2000 (including both base

annual salary and bonus, if any).



{PAGE}   2

      The foregoing payments shall be reduced, to the extent necessary, so that

the sum of payments made pursuant to this Section 4(a), when added to the total

cash compensation to which the Executive is then entitled by virtue of other

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