SECOND AMENDED AND RESTATED BRIDGE

LOAN AND CONSULTING AGREEMENT

This Amended and Restated Bridge Loan And Consulting Agreement ("Second Amended and Restated Agreement") is entered into on this day of June, 1997, and effective by and among Pacific Acquisition Group, Inc., a Colorado corporation ("PAG"), Legacy Brands, Inc., a California corporation ("Legacy"), formerly known as Greg Plunkett, Inc., and Capitol Bay Securities, Inc., a California corporation ("CBS"). PAG and Legacy are collectively referred to herein as the "Parties."

RECITALS

WHEREAS, pursuant to that certain Bridge Loan and Consulting Agreement (the "Agreement") executed by and between Legacy and PAG on December 20, 1995, as amended on May 15, 1996 ("Addendum No. 1"), PAG provided merchant banking and consulting services to Legacy in connection with arranging a private debt financing of Six Hundred Thousand Dollars ($600,000) in the form of promissory notes (the "Notes"), bearing interest at 15% per annum, and maturing one year from the issuance thereof (the "Offering"), and

WHEREAS, Legacy is engaged in the marketing and distribution of premium branded frozen food products, and PAG is engaged in the business of providing merchant banking and consulting services to private emerging-growth stage companies ("Client Companies"), and

WHEREAS, Legacy was in the process of filing a registration statement with the Securities and Exchange Commission on Form SB-2 relating to an underwritten initial public offering of 1,200,000 Shares of Common Stock and Redeemable Warrants in the aggregate amount of up to$6,600,000 ("IPO"), and

WHEREAS, in recognition of the anticipated filing of the Underwritten Registration Statement, the Parties entered into the Amended and Restated Bridge Loan and Consulting Agreement (the "First Restated Agreement"), and

WHEREAS, Legacy determined that it would neither be feasible nor practical to complete the IPO and on May_, 1997, terminated the services of the Underwriter retained in connection with the IPO, and

WHEREAS, it is now the intention of Legacy to engage in a private placement of its securities to raise approximately$3.7 million (the "Private Placement") and to register its outstanding securities under the Securities Exchange Act of 1934 (the "1934 Act") on Form l0SB (the "1934 Act Registration"), and CBS intends to act as a placement agent with respect to the Private Placement, and

WHEREAS, it is the intention of Legacy to use its best efforts to cause its shares to be traded on the electronic bulletin board or the NASDAQ Small Cap, and

WHEREAS, the Parties now desire to restate the First Restated Agreement reflecting the revised offering price as a result of the change from the originally contemplated IPO to a Private Placement.

NOW, THEREFORE, in consideration of the promises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Recitals and Restatement.

1.1 The recitals set forth above are true, accurate and correct, and are fully incorporated herein by this reference.

1.2 The First Restated Agreement is hereby amended and restated in its entirety to read as follows:

Section 2. Services.

2.1 PAG agrees to provide consulting services and financial assistance to Legacy in connection with the issuance of the Notes to be provided on an as-needed basis as determined by Legacy. The services will consist of the following:

2.1.1 completion of a due diligence review of the internal business and financial operations and procedures of Legacy, and provision of advice and assistance in connection with the compliance of such operations and procedures with those generally acceptable to the relevant financial and business services community;

2.1.2 advice and assistance in connection with financial public relations, shareholder relations and related services;

2.1.3 advice and assistance in connection with the preparation and structure of the Offering;

2.1.4 advice and assistance in connection with the retention of and communications with other professionals, including legal counsel, accountants and auditors, and escrow and transfer agents;

advice and assistance in connection with the issuance of the Notes, including providing introductions to existing clients of PAG and other potential investors for the purpose of investment in the Notes. In connection with the issuance of the Notes, Legacy shall pay Broker Dealer firms, licensed by the National Association of Securities Dealers, a commission and due diligence fees totaling fifteen percent (15%) on the sale of Notes; and

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