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                                                                    Exhibit 4(h)


                            HANOVER FOODS CORPORATION

                                     WAIVER

                 RE: NOTE AGREEMENT DATED AS OF DECEMBER 1, 1991



                                                                     Dated as of
                                                                   July 28, 2000


Allstate Life Insurance Company
3075 Sanders Road, Suite G3B
Northbrook, Illinois 60062

Attention: Private Placement Department

Ladies and Gentlemen:

Reference is made to the Note Agreement, dated as of December 1, 1991, as
amended (the "Note Agreement"), pursuant to which Hanover Foods Corporation, a
Pennsylvania corporation (the "Corporation"), issued $25,000,000 principal
amount of its Senior Notes due March 15, 2007. Capitalized terms used herein and
not otherwise defined shall have the meanings given thereto in the Note
Agreement.

The Corporation requests that you waive compliance with a certain provision of
the Note Agreement.

NOW, THEREFORE, in consideration of the premises and other good and sufficient
consideration, the Corporation agrees with you as follows:

SECTION 1        WAIVER OF COMPLIANCE WITH SECTION 5.6(a) OF THE NOTE AGREEMENT

The Corporation is currently in noncompliance with Section 5.6(a) of the Note
Agreement that requires the Corporation, at the end of each fiscal year, keep
and maintain the ratio of Consolidated Current Assets to Consolidated Current
Liabilities at not less than 1.25 to 1.00. As of May 28, 2000, the ratio of
Consolidated Current Assets to Consolidated Current Liabilities was 1.09 to
1.00. The Corporation hereby requests that you waive such noncompliance for the
fiscal year ending May 28, 2000 and you hereby consent to such waiver.

SECTION 2        REPRESENTATIONS AND WARRANTIES

The Corporation hereby represents and warrants that, other than the Event of
Default specifically waived herein, no Default or Event of Default has occurred
and is continuing

SECTION 3        MISCELLANEOUS

         3.1      Headings. The headings of the sections of this Waiver are for
purposes of convenience only and shall not be construed to affect the meaning or
construction of any of the provisions hereof.

         3.2      Governing Law. This Waiver shall be governed by and construed
in accordance with the laws of the State of Pennsylvania.


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         3.3      Ratification. Except to the extent expressly hereby modified
or amended, the Note Agreement is in all respects hereby ratified, confirmed,
and approved by the parties hereto.

         3.4      Effective Date of Waiver. This Waiver shall be effective when
signed and delivered by the parties hereto.

Please signify your consent to this Waiver of the Note Agreement between you and
the Corporation by signing and returning this Waiver.



                                             HANOVER FOODS CORPORATION


                                             /s/ Edward L. Boeckel Jr.
                                             ----------------------------------
                                             Its Treasurer



Accepted as of the date first above written.


ALLSTATE, LIFE INSURANCE COMPANY

By  /s/ illegible signature
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By  /s/ illegible signature
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