Exhibit 4.6

                             MODIFICATION AGREEMENT

         This Modification Agreement is entered into as of the 6th day of
October, 2004, by and between KAHIKI FOODS, INC., a corporation organized and
existing under the laws of the state of Ohio (the "Company"), and BARRON
PARTNERS LP, (the "Barron").

                                    RECITALS

         A. The Company and Barron have entered into a $2.25 Common Stock
Purchase Warrant and a $3.00 Common Stock Purchase Warrant, each dated February
27, 2004.

         B. The Company and Barron agreed to amend the provisions of the $2.25
Common Stock Purchase Warrant and the $3.00 Common Stock Purchase Warrant
pursuant to an Addendum dated as of March 1, 2004 (the "Addendum").

         C. The parties desire to modify certain of the provisions of the above
referenced Agreements.

         NOW, THEREFORE, in considerations of the premises and of the mutual
covenants and agreements, and subject to the terms and conditions herein
contained, the parties hereto agree as follows:

         Section 1. Section 6 of the $2.25 Common Stock Purchase Warrant is
hereby deleted in its entirety.

         Section 2. Section 6 of the $3.00 Common Stock Purchase Warrant is
hereby deleted in its entirety.

         Section 3. The Adjustment for Earnings formula contained in Section 7d
of the $2.25 Common Stock Purchase Warrant, as amended by Section 3 of the
Addendum, is hereby deleted in its entirety.

         Section 4. The Adjustment for Earnings Formula contained in Section 7d
of the $3.00 Common Stock Purchase Warrant, as amended in Section 4 of the
Addendum, is hereby deleted in its entirety.

         Section 5. Except as modified in this Modification Agreement, the
Addendum, $2.25 Common Stock Purchase Warrant and $3.00 Common Stock Purchase
Warrant are and shall remain in full force and effect. Each party hereby
ratifies, confirms and approves such agreements as modified herein and that such
agreements so modified, constitute the valid and binding obligations and
agreements of each party, enforceable in the courts with their terms.

         Section 6. This Modification Agreement shall be governed by and
construed and enforced in the courts with the laws of the United States of
America and by the laws of the State of Ohio.




         IN WITNESS WHEREOF, the Company and Barron have executed this
Modification Agreement, intending to be legally bound as of the date first above
written.

                                                KAHIKI FOODS, INC.



                                                By: /s/ Michael Tsao
                                                    -------------------------


                                                BARRON PARTNERS LP



                                                By: /s/ Andrew Barron Worden
                                                    -------------------------