SEAIR GROUP INC
AMENDMENT TO CREDIT AND SECURITY AGREEMENT
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>AMENDMENT TO CREDIT AND SECURITY AGREEMENT
<TEXT>




                       AMENDMENT TO CREDIT AND SECURITY
                                    AGREEMENT

          This  Amendment,  dated  as of  September  28,  2000,  is made by and
between OUR FOOD PRODUCTS GROUP,  INC., a Texas  corporation  (the  "Borrower"),
WELLS FARGO BUSINESS  CREDIT,  INC., a Minnesota  corporation (the "Lender") and
GOURMET GROUP, INC., f/k/a Seair Group, Inc., a Nevada corporation ("Gourmet").

                                    RECITALS

          WHEREAS,  the  Borrower  and the Lender have entered into a Credit and
Security  Agreement  dated  as  of  May  31,  2000  (the  "Credit   Agreement").
Capitalized  terms used in these recitals have the meanings given to them in the
Credit Agreement unless otherwise specified.

          WHEREAS,  Gourmet,  the Borrower and the  shareholders of the Borrower
have entered into an Agreement and Plan of Share  Exchange dated as of September
28, 2000 (the "Share Exchange  Agreement")  wherein Gourmet has acquired all of
the outstanding  capital stock of the Borrower from the Borrower's  shareholders
solely in exchange for  restricted  common stock of Gourmet,  making  Borrower a
wholly-owned subsidiary of Gourmet (the "Share Exchange Transaction");

          WHEREAS,  the Borrower and Gourmet have  requested that Lender consent
to the Share  Exchange  Transaction,  waive certain  covenant  defaults and make
certain amendments to the Credit Agreement.

          NOW,  THEREFORE,  in consideration of the agreements herein contained,
it is agreed as follows:

          1. DEFINED TERMS.  Capitalized  terms used in this Amendment which are
defined in the Credit Agreement shall have the same meanings as defined therein,
unless  otherwise  defined  herein.  In  addition,  Section  1.1 of  the  Credit
Agreement  is amended by adding or amending,  as the case may be, the  following
definitions:

          "Affiliate" or "Affiliates" means the Parent,  Morgan Kent Group, Inc.
     and any other Person  controlled  by,  controlling  or under common control
     with the Borrower,  including  (without  limitation)  any Subsidiary of the
     Borrower.  For  purposes  of this  definition,  "control,"  when  used with
     respect to any specified  Person,  means the power to direct the management
     and policies of such Person,  directly or indirectly,  whether  through the
     ownership of voting securities, by contract or otherwise.

          "GAAP" means generally accepted  accounting  principles,  applied on a
     basis  consistent  with the accounting  practices  applied in the financial
     statements  described in Section 5.5,

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     except for any change in accounting  practices to the extent that, due to a
     promulgation  of the  Financial  Accounting  Standards  Board  changing  or
     implementing  any new  accounting  standard,  the  Borrower  or Parent,  as
     applicable,  either (i) is required to implement  such change,  or (ii) for
     future  periods  will be  required  to and for the  current  period  may in
     accordance with generally  accepted  accounting  principles  implement such
     change,  for its financial  statements to be in conformity  with  generally
     accepted accounting  principles (any such change is herein referred to as a
     "Required  GAAP  Change"),  provided  that (1) the  Borrower or Parent,  as
     applicable,  shall fully  disclose in such  financial  statements  any such
     Required  GAAP  Change and the effects of the  Required  GAAP Change on the
     Borrower's or Parent's  income,  retained  earnings or other  accounts,  as
     applicable,  and  (2) the  Borrower's  financial  covenants  set  forth  in
     Sections 6.13,  6.14,  6.15,  6.16,  6.17, 6.18, 6.19, 6.20, 6.21, and 7.10
     shall be adjusted as necessary to reflect the effects of such Required GAAP
     Change.

          "Guarantor(s) " means Gourmet Group,  Inc., f/k/a Seair Group, Inc., a
     Nevada  corporation,  and any other Person who now or hereafter  guaranties
     the Obligations.

          "Guaranty"  means  any  guaranty  executed  in favor of the  Lender by
     Guarantor  with respect to the  Obligations,  as the same may  hereafter be
     amended, supplemented or restated from time to time.

          "Parent" shall mean Gourmet Group,  Inc.,  f/k/a Seair Group,  Inc., a
     Nevada corporation.

          "Security Documents" means this Agreement,  the Lockbox and Collection
     Account  Agreement,  the  Deed of  Trust,  the  Assignment  of  Rents,  the
     Trademark Security Agreement,  the Copyright Security  Agreement,  the Keep
     Well Agreement,  the Guaranty,  the  Subordination  Agreement and any other
     document  delivered  to  the  Lender  from  time  to  time  to  secure  the
     Obligations, as the same may hereafter be amended, supplemented or restated
     from time to time.

          2. LENDER CONSENT. On the effective date of this Amendment, the Lender
consents  to the  Share  Exchange  Transaction,  but  solely  on the  terms  and
conditions set forth in the Share Exchange Agreement as disclosed to the Lender.

          3. TRANSACTION REPRESENTATION AND WARRANTIES: Gourmet and the Borrower
each jointly and severally represents and warrants the following:

               (1) That (i) the Share Exchange Transaction has been completed in
          all  respects as of the date hereof in  accordance  with the terms and
          provisions set forth in Share Exchange  Agreement and applicable  law;
          (ii) the Borrower  currently  constitutes a wholly owned subsidiary of
          Gourmet,  and (iii) the Share Exchange

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<PAGE>

          Agreement has not been amended or modified in any manner and continues
          in full force and effect.

               (2) That  attached  hereto as  Schedule  3(b) is a listing of the
          following, each as in existence as of the date hereof and as in effect
          after   completion  of  the  Share  Exchange   Transaction:   (a)  the
          outstanding  classes of stock of  Gourmet  and the  Borrower,  (b) the
          total  amount of issued  and  outstanding  share of  capital  stock of
          Gourmet and the  Borrower,  and (c) a listing of any and all warrants,
          options,  convertible debt and other rights and interests  relating to
          the  issuance  of  any  capital  stock  of  Gourmet,  together  with a
          calculation  of the number of shares to be issued upon  conversion  or
          exercise; and as of the date hereof no warrants, options,  convertible
          debt or similar  interest for the issuance of any capital stock of the
          Borrower continue to exist.

               (3) That Morgan Kent Group,  Inc. ("MKGI") owns not less than 60%
          of the outstanding voting capital stock of Gourmet.

               (4)  That the  chief  executive  office  and  principal  place of
          business of both Gourmet and Borrower is located at #1 Chisholm Trail,
          Buda, Texas 78610.

               (5) That there has been no change in the senior management of the
          Borrower  referred to in Section 7.19 of the Credit Agreement and that
          the current chief executive officer, chief financial officer and chief
          operating officer for Gourmet is Fredrick  Schulman,  Kimberly Eckert,
          and Harry John Trube respectively.

          4. AMENDMENTS TO REPRESENTATIONS AND WARRANTIES.

               1. The  following  sections of Article V of the Credit  Agreement
are hereby deleted in their entirety and replaced with the following:

                    Section  5.1  CORPORATE  EXISTENCE  AND POWER;  NAME;  CHIEF
          EXECUTIVE   OFFICE;    INVENTORY   AND   EQUIPMENT   LOCATIONS;    TAX
          IDENTIFICATION NUMBER. The Borrower is a corporation,  duly organized,
          validly  existing and in good standing  under the laws of the State of
          Texas and is duly  licensed or qualified  to transact  business in all
          jurisdictions  where the character of the property  owned or leased or
          the nature of the business  transacted  by it makes such  licensing or
          qualification  necessary.  The  Borrower has all  requisite  power and
          authority, corporate or otherwise, to conduct its business, to own its
          properties  and to execute  and  deliver,  and to  perform  all of its
          obligations  under,  the Loan  Documents.  During its  existence,  the
          Borrower  has done  business  solely  under  the  names  set  forth in
          Schedule 5.1 hereto. The chief executive office and principal place of
          business of the  Borrower and the Parent is located at the address set
          forth in Schedule  5.1  hereto,  and all of their  respective  records
          relating to its business or the  Collateral are kept at that location.


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          All  Inventory  and Equipment is located at that location or at one of
          the other  locations set forth in Schedule 5.1 hereto.  The Borrower's
          tax  identification  number  is  correctly  set forth in  Section  3.6
          hereto.

                    Section  5.4  SUBSIDIARIES.  Except as set forth in Schedule
          5.4 hereto, neither the Borrower nor the Parent has any Subsidiaries.

                    Section 5.5  FINANCIAL  CONDITION;  NO ADVERSE  CHANGE.  The
          Borrower has heretofore  furnished to the Lender its audited financial
          statements  for its  fiscal  year  ended  December  31,  1999  and its
          unaudited  financial  statements  for the fiscal  year-to-date  period
          ended July 31, 2000 for the  Borrower  and the August 31, 2000 balance
          sheet for the Parent,  together with the audited financial  statements
          of the Parent  for  fiscal  year  ended  December  31,  1999 and those
          statements  fairly present the respective  financial  condition of the
          Borrower and the Parent,  as applicable,  on the dates thereof and the
          results of their respective  operations and cash flows for the periods
          then ended and were prepared in  accordance  with  generally  accepted
          accounting  principles.  Since the date of the most  recent  financial
          statements of the Borrower and the Parent,  there has been no material
          adverse change in the business,  properties or condition (financial or
          otherwise) of the Parent or the Borrower.

                    Section 5.11 DEFAULT. Each of the Borrower and the Parent is
          in  compliance  with all  provisions of all  agreements,  instruments,
          decrees  and  orders  to  which  it is a party  or by  which it or its
          property  is bound or  affected,  the breach or default of which could
          have a material adverse effect on the financial condition,  properties
          or operations of either the Borrower or the Parent.

                    Section 5.13 SUBMISSIONS TO LENDER.  All financial and other
          information  provided to the Lender by or on behalf of the Borrower or
          the Parent in connection  with the  Borrower's  request for the credit
          facilities  contemplated  hereby is true and  correct in all  material
          respects  and, as to  projections,  valuations  or proforma  financial
          statements,  present  a good  faith  opinion  as to such  projections,
          valuations and proforma condition and results.

          5. AMENDMENTS TO REPORTING REQUIREMENTS.

               1. Subsections  6.1(a),  (f), (k), (l), (m) and (n) of the Credit
Agreement are hereby deleted in their entirety and replaced with the following:

                    Section 6.1  REPORTING  REQUIREMENTS.  The Borrower will and
          will cause the Parent to  deliver,  or cause to be  delivered,  to the
          Lender each of the following,  as  applicable,  which shall be in form
          and detail acceptable to the Lender:

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<PAGE>

               (a) (i ) as soon as  available,  and in any event within 120 days
          after the end of each fiscal  year of the  Borrower  and  Parent,  the
          Borrower's and Parent's audited  financial  statements for such fiscal
          year, each of such audited  financial  statements with the unqualified
          opinion of independent  certified public  accountants  selected by the
          Borrower  and Parent and  acceptable  to the  Lender,  and which shall
          include the  Borrower's  and Parent's  balance  sheet as at the end of
          such fiscal  year and the related  statements  of the  Borrower's  and
          Parent's income,  retained earnings and cash flows for the fiscal year
          then ended,  prepared,  if the Lender so requests,  on a consolidating
          and  consolidated  basis to include any Affiliates,  all in reasonable
          detail and  prepared  in  accordance  with  GAAP,  and (ii) as soon as
          available and in any event within 45 days after the end of each fiscal
          quarter, an unaudited/internal  balance sheet and statements of income
          and retained  earnings of the Borrower and Parent as at the end of and
          for such  quarter and for the year to date  period  then  ended;  each
          together with (x) copies of all  management  letters  prepared by such
          accountants;  (y) a report signed by such accountants  stating that in
          making the investigations  necessary for said opinion they obtained no
          knowledge,  except as specifically  stated, of any Default or Event of
          Default  hereunder  and all  relevant  facts in  reasonable  detail to
          evidence,  and the  computations as to, whether or not the Borrower is
          in compliance with the  requirements set forth in Sections 6.13, 6.14,
          6.15,  6.16,  6.17,  6.18,  6.19,  6.20,  6.21,  and  7.10;  and (z) a
          certificate of the Borrower's  and Parent's chief  financial  officers
          stating  that  such  financial   statements   have  been  prepared  in
          accordance  with GAAP and whether or not such officer has knowledge of
          the  occurrence of any Default or Event of Default  hereunder  and, if
          so, stating in reasonable detail the facts with respect thereto;

               (f) as promptly as  practicable  (but in any event not later than
          five business days) after an officer of the Borrower obtains knowledge
          of the occurrence of any breach, default or event of default under any
          Security Document or any event which constitutes a Default or Event of
          Default hereunder, notice of such occurrence, together with a detailed
          statement by a responsible  officer of the Borrower of the steps being
          taken by the  Borrower to cure the effect of such  breach,  default or
          event;

          . . .

               (k) promptly  upon their  distribution,  copies of all  financial
          statements, reports and proxy statements which the Borrower and/or the
          Parent shall have sent to its stockholders;

               (l) promptly after the sending or filing  thereof,  copies of all
          regular and  periodic  reports  which the  Borrower  and/or the Parent
          shall file with the Securities and Exchange Commission or any national
          securities exchange;

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<PAGE>


               (m) promptly upon  knowledge  thereof,  notice of the  Borrower's
          violation of any law,  rule or  regulation,  the  non-compliance  with
          which could  materially and adversely  affect either the Borrower's or
          the Parent's business or financial condition; and

               (n) from time to time,  with reasonable  promptness,  any and all
          receivables schedules,  collection reports, deposit records, equipment
          schedules,  copies of invoices to account debtors,  shipment documents
          and delivery  receipts for goods sold of or by the Borrower,  and such
          other material, reports, records or information of either the Borrower
          or the Parent as the Lender may request.

               2. Sections 6.2, 6.5, 6.19, 6.20 and 6.21 of the Credit Agreement
are hereby deleted in their entirety and replaced with the following:

               Section 6.2 BOOKS AND RECORDS;  INSPECTION AND  EXAMINATION.  The
          Borrower will and will cause the Parent to respectively  keep accurate
          books  of  record  and  account  for the  Borrower  pertaining  to the
          Collateral  and  pertaining to the  respective  business and financial
          condition of the Borrower and the Parent and such other matters as the
          Lender  may  from  time to time  request  in which  true and  complete
          entries will be made in  accordance  with GAAP and,  upon the Lender's
          request, will permit any officer, employee, attorney or accountant for
          the Lender to audit,  review,  make  extracts from or copy any and all
          corporate and financial  books and records of the Borrower  and/or the
          Parent  at all  times  during  ordinary  business  hours,  to send and
          discuss  with  account   debtors  and  other  obligors   requests  for
          verification  of amounts  owed to the  Borrower,  and to  discuss  the
          Borrower's or Parent's  affairs with any of its respective  directors,
          officers,  employees or agents.  The Borrower  will and will cause the
          Parent  to   respectively   permit  the  Lender,   or  its  employees,
          accountants,   attorneys  or  agents,   to  examine  and  inspect  any
          Collateral,  other collateral covered by the Security Documents or any
          other  property  of the  Borrower  or the  Parent  at any time  during
          ordinary business hours.

               Section 6.5 PAYMENT OF TAXES AND OTHER  CLAIMS.  The Borrower and
          Parent will pay or discharge, when due, (a) all taxes, assessments and
          governmental  charges  levied or imposed upon it or upon its income or
          profits,  upon any  properties  belonging  to it  (including,  without
          limitation,   the   Collateral)  or  upon  or  against  the  creation,
          perfection or continuance of the Security Interest,  prior to the date
          on which penalties  attach thereto,  (b) all federal,  state and local
          taxes  required to be  withheld  by it, and (c) all lawful  claims for
          labor,  materials and supplies which, if unpaid, might by law become a
          lien or charge upon any properties of the Borrower; provided, that the
          Borrower  and  Parent  shall  not be  required  to pay any  such  tax,
          assessment, charge

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<PAGE>

          or claim whose amount, applicability or validity is being contested in
          good faith by appropriate  proceedings  and for which proper  reserves
          have been made.

               Section 6.19  MAXIMUM  MONTHLY NET LOSS.  The  Borrower  will not
          incur during any calendar month a net loss, i.e.  negative Net Income,
          in excess of  ($50,000)  determined  as of each  calendar  month  end,
          except  during the  calendar  months of January  and  February of each
          fiscal  year for which  such  loss  shall not  exceed  ($100,000)  and
          ($75,000), respectively.

               Section  6.20 MINIMUM  QUARTERLY  NET INCOME.  The Borrower  will
          achieve as of the end of each fiscal quarter,  a minimum Net Income of
          not less than $0 for such quarter; provided however that for the first
          fiscal  quarter  ending March 31st of each fiscal  year,  the Borrower
          shall be permitted to incur a net loss, i.e.  negative Net Income,  up
          to but not in excess of ($175,000).

               Section 6.21 MINIMUM ANNUAL NET INCOME. The Borrower will achieve
          as of each fiscal  year end  described  below,  Net Income of not less
          than the amount set forth opposite such year end:


                 FYE                     MINIMUM NET INCOME
                 ---                     ------------------
               6/30/01                         $50,000
               6/30/02                        $150,000
               6/30/03                        $200,000


          6.  NEGATIVE  COVENANTS.  Sections  7.1, 7.2, 7.3, 7.4, 7.6, 7.7, 7.8,
7.11,  7.13,  7.14,  7.15,  7.16,  7.18 and 7.19 of  Article  VII of the  Credit
Agreement are hereby deleted in their entirety and replaced with the following:

               Section  7.1 LIENS.  Neither  the  Borrower  nor the Parent  will
          create, incur or suffer to exist any mortgage,  deed of trust, pledge,
          lien, security interest,  assignment or transfer upon or of any of its
          assets, now owned or hereafter  acquired,  to secure any indebtedness;
          EXCLUDING, HOWEVER, from the operation of the foregoing, the following
          (collectively, "Permitted Liens"):

                    (a) in the case of any of the  Borrower's  property which is
               not  Collateral  or other  collateral  described  in the Security
               Documents, covenants,  restrictions,  rights, easements and minor
               irregularities  in title which do not  materially  interfere with
               the Borrower's business or operations as presently conducted;

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<PAGE>

                    (b)  mortgages,  deeds of trust,  pledges,  liens,  security
               interests  and  assignments  in  existence on the date hereof and
               listed in SCHEDULE 7.1 hereto, securing indebtedness for borrowed
               money permitted under Section 7.2; provided,  however,  that with
               respect  to  the  indebtedness  of  the  Borrower  owing  to  KBK
               Financial,  Inc.,  such  indebtedness  and all  deeds  of  trust,
               mortgages  and other liens  granted by the  Borrower and securing
               such  indebtedness,   together  with  the  indebtedness   secured
               thereby, shall at all times remain subject and subordinate to the
               Obligations and the Security Interest,  the Deed of Trust and all
               other  liens  and  security  interests  created  by the  Security
               Documents, each pursuant to the terms and conditions set forth in
               the Subordination Agreement;

                    (c) the Security  Interest and liens and security  interests
               created by the Security Documents or liens and security interests
               expressly consented to by the Lender; and

                    (d)  purchase  money  security  interests  relating  to  the
               acquisition  of  machinery  and  equipment  of the  Borrower  not
               exceeding  the lesser of cost or fair market value  thereof,  not
               exceeding  $25,000  for  any  one  purchase  or  $100,000  in the
               aggregate during any fiscal year and so long as no Default Period
               is then in existence and none would exist  immediately after such
               acquisition.

               Section 7.2  INDEBTEDNESS.  Neither the  Borrower  nor the Parent
          will  incur,  create,  assume or permit to exist any  indebtedness  or
          liability on account of deposits or advances or any  indebtedness  for
          borrowed  money or  letters  of  credit  issued on the  Borrower's  or
          Parent's behalf, or any other  indebtedness or liability  evidenced by
          notes, bonds, debentures or similar obligations, except:

                    (a) indebtedness arising hereunder or the Guaranty;

                    (b)  indebtedness  of the  Borrower in existence on the date
               hereof and listed in SCHEDULE 7.2 hereto or  indebtedness  of the
               Parent  as set  forth  in its  August  31,  2000  balance  sheet;
               provided,  however,  that with respect to the indebtedness of the
               Borrower owing to KBK Financial,  Inc., such indebtedness and all
               deeds of trust, mortgages and other liens granted by the Borrower
               and securing such  indebtedness,  together with the  indebtedness
               secured   thereby,   shall  at  all  times  remain   subject  and
               subordinate to the  Obligations  and the Security  Interest,  the
               Deed of Trust and all other liens and security  interests created
               by  the  Security  Documents,  each  pursuant  to the  terms  and
               conditions set forth in the Subordination Agreement;

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<PAGE>

                    (c)  indebtedness  relating to liens permitted in accordance
               with Section 7.1; and

                    (d)  indebtedness  of the Parent incurred in connection with
               (i)  the  issuance  of  convertible  indebtedness,  or  (ii)  any
               acquisition or in connection  with any secondary  equity offering
               or equity private placement.

               Section 7.3 GUARANTIES.  Neither the Borrower nor the Parent will
          assume,   guarantee,   endorse  or   otherwise   become   directly  or
          contingently  liable in connection  with any  obligations of any other
          Person, except:

                    (a)  the  endorsement  of  negotiable   instruments  by  the
               Borrower for deposit or collection or similar transactions in the
               ordinary course of business; and

                    (b) the  Guaranty  or  guaranties,  endorsements  and  other
               direct  or  contingent   liabilities   in  connection   with  the
               obligations of other Persons, in existence on the date hereof and
               listed in SCHEDULE 7.2 hereto.

               Section 7.4   INVESTMENTS AND SUBSIDIARIES.

                    (a) Neither  the  Borrower  nor the Parent will  purchase or
               hold  beneficially  any stock or other securities or evidences of
               indebtedness  of,  make or permit to exist any loans or  advances
               to, or make any investment or acquire any interest whatsoever in,
               any other Person,  including  specifically but without limitation
               any partnership or joint venture, except:

                         (i)  investments  by the Parent in any  Subsidiary  and
                    investments  in direct  obligations  of the United States of
                    America  or any  agency  or  instrumentality  thereof  whose
                    obligations  constitute full faith and credit obligations of
                    the United  States of America  having a maturity of one year
                    or less,  commercial paper issued by U.S. corporations rated
                    "A-1" or "A-2" by Standard & Poors  Corporation  or "P-1" or
                    "P-2"  by  Moody's  Investors  Service  or  certificates  of
                    deposit or  bankers'  acceptances  having a maturity  of one
                    year or less issued by members of the Federal Reserve System
                    having   deposits   in   excess   of   $100,000,000   (which
                    certificates  of deposit or bankers'  acceptances  are fully
                    insured by the Federal Deposit Insurance Corporation);

                         (ii)  travel  advances  or  loans to the  officers  and
                    employees of the Borrower or the Parent not exceeding at any
                    one time an aggregate of $10,000; and

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<PAGE>

                         (iii)  advances  in  the  form  of  progress  payments,
                    prepaid  rent not  exceeding  three (3)  months or  security
                    deposits.

                    (b)  Neither  the  Borrower  nor the Parent  will  create or
               permit to exist any Subsidiary,  other than the Subsidiar(y)(ies)
               in existence on the date hereof and listed in Schedule 5.4.

          . . .

               Section 7.6 SALE OR TRANSFER  OF ASSETS;  SUSPENSION  OF BUSINESS
          OPERATIONS.  Neither the  Borrower  nor the Parent  will sell,  lease,
          assign,  transfer  or  otherwise  dispose  of  (i)  the  stock  of any
          Subsidiary, (ii) all or a substantial part of its assets, or (iii) any
          Collateral or any interest therein (whether in one transaction or in a
          series of  transactions)  to any other  Person  other than the sale of
          Inventory in the ordinary  course of business and will not  liquidate,
          dissolve or suspend business operations.  The Borrower will not in any
          manner transfer any property  without prior or present receipt of full
          and adequate consideration.

               Section 7.7 CONSOLIDATION AND MERGER; ASSET ACQUISITIONS. Neither
          the  Borrower nor the Parent will  consolidate  with or merge into any
          Person,  or permit any other Person to merge into it, or acquire (in a
          transaction  analogous  in  purpose  or effect to a  consolidation  or
          merger) all or substantially all the assets of any other Person.

               Section  7.8 SALE AND  LEASEBACK.  Neither the  Borrower  nor the
          Parent will enter into any arrangement,  directly or indirectly,  with
          any  other  Person  whereby  it  shall  sell or  transfer  any real or
          personal property,  whether now owned or hereafter acquired,  and then
          or  thereafter  rent or  lease as  lessee  such  property  or any part
          thereof   or  any  other   property   which  it  intends  to  use  for
          substantially  the same purpose or purposes as the property being sold
          or transferred.

          . . .

               Section 7.11 ACCOUNTING. Neither the Borrower nor the Parent will
          (i) adopt any material change in accounting  principles  other than as
          required by GAAP,  nor (ii) adopt,  permit or consent to any change in
          its fiscal year.

          . . .

                                       10
<PAGE>

               Section 7.13 DEFINED BENEFIT PENSION PLANS.  Neither the Borrower
          nor the Parent  will  adopt,  create,  assume or become a party to any
          defined benefit pension plan,  unless disclosed to the Lender pursuant
          to Section 5.10.

               Section 7.14 OTHER DEFAULTS.  Neither the Borrower nor the Parent
          will permit any breach, default or event of default to occur under any
          note, loan agreement,  indenture,  lease, mortgage, contract for deed,
          security  agreement or other contractual  obligation binding upon such
          parties.

               Section  7.15 PLACE OF BUSINESS;  NAME.  Neither the Borrower nor
          the Parent will transfer its chief executive office or principal place
          of business,  or move, relocate,  close or sell any business location.
          The Borrower  will not permit any tangible  Collateral  or any records
          pertaining  to the  Collateral  to be  located in any state or area in
          which, in the event of such location,  a financing  statement covering
          such  Collateral  would be  required  to be, but has not in fact been,
          filed in order to perfect the Security Interest.  Neither the Borrower
          nor the Parent will change its name, except the change of the Parent's
          name to Gourmet Group, Inc.

               Section 7.16  ORGANIZATIONAL  DOCUMENTS;  S  CORPORATION  STATUS.
          Neither  the  Borrower  nor the Parent will amend its  certificate  of
          incorporation,  articles  of  incorporation  or bylaws  nor change its
          state of organization. Neither the Borrower nor the Parent will become
          an S  Corporation  within the meaning of the Internal  Revenue Code of
          1986, as amended.

          . . .

               Section  7.18 CHANGE IN  OWNERSHIP.  Neither the Borrower nor the
          Parent  will  issue or sell any stock,  or any  options,  warrants  or
          convertible  indebtedness  for  the  issuance  of  any  stock,  of the
          Borrower  or Parent  so as to  change  the  percentage  of voting  and
          non-voting  stock  owned  by  each  of  the  Borrower's  and  Parent's
          shareholders, and the Borrower and Parent will not permit or suffer to
          occur the sale, transfer,  assignment,  pledge or other disposition of
          any or all of the  issued  and  outstanding  shares of  stock,  or any
          options,  warrants or convertible indebtedness for the issuance of any
          stock,  of the Borrower and Parent;  provided,  however,  (a) MKGI may
          purchase the capital stock of any other shareholder of the Parent, (b)
          the Parent may issue  common  stock in any amounts and for any purpose
          provided  that at all times  MKGI  shall own with the power to vote at
          least fifty one percent (51%) of the  outstanding  voting stock of the
          Parent.

               Section 7.19 CHANGE IN SENIOR MANAGEMENT. The Borrower represents
          and warrants to Lender that the current chief executive officer, chief
          financial  officer and chief  operating  officer for the  Borrower are
          Fredrick Schulman,  Kimberly Eckert and

                                       11
<PAGE>

          Harry J. Trube,  respectively,  and that the current  chief  executive
          officer,  chief financial  officer,  chief  operating  officer for the
          Parent  are  Fredrick  Schulman,  Kimberly  Eckert  and Harry J. Trube
          respectively.  Neither  the  Borrower  nor the  Parent  shall make any
          change in such  senior  management  positions  or  terminate  any such
          senior manager without the prior written consent of the Lender.

          7.   RESTRICTIONS  ON  TRANSACTION  WITH  AFFILIATES.   The  following
provision is added as Section 7.20 of the

               Section 7.20  RESTRICTIONS ON TRANSACTION  WITH  AFFILIATES.  The
          Borrower  shall not enter  into any  transaction,  including,  without
          limitation,  any purchase,  sale,  lease or exchange of property,  the
          rendering of any service or the payment of any management, advisory or
          similar fees, with any Affiliate unless consented to by the Lender.

          8. WAIVER OF COVENANT  DEFAULTS.  Borrower  acknowledges that Defaults
have occurred as follows:  (a) as of June 30, 2000,  the Borrower was in default
of the monthly net income  covenant and the quarterly net income  covenant under
the Credit  Agreement,  together  with the failure by MKGI to make the Keep Well
Payment  required by MKGI under and pursuant to the Keep Well  Agreement for the
month of June 2000, and (b) as of July 31, 2000, the failure by MKGI to make the
Keep Well Payment  required  under the Keep Well Agreement for the month of July
2000. On the effective date of this  Amendment,  the Lender agrees to waive such
Defaults,  subject  however to the condition that MKGI shall have cured and made
the Keep Well Payments to the Borrower  required  under the Keep Well  Agreement
for June and July 2000 as referenced  above,  which  payments shall in any event
have been made on or before  September ___, 2000. This waiver shall be effective
only in this  specific  instance  and for the  specific  purpose for which it is
given,  and this wavier  shall not entitle the  Borrower to any other or further
waiver in any similar or other circumstances.

          9. AMENDMENT OF EVENTS OF DEFAULT. Subsections 8.1 (c), (g), (h), (i),
(j),  (l),  (m),  (n), (q) and (s) of the Credit  Agreement are deleted in their
entirety and replaced with the following:

                    (c) Default in the performance,  or breach,  of any covenant
               or  agreement  of  the  Borrower  or  Parent  contained  in  this
               Agreement or the Guaranty;

                  . . .

                    (g) Any  representation  or warranty made by or on behalf of
               the Borrower or Parent in this Agreement or the Guaranty,  by any
               Guarantor  in any  guaranty  delivered  to the Lender,  or by the
               Borrower  (or  any  of  its  officers),  Parent  (or  any  of its
               officers)  or  any  Guarantor  in  any  agreement,   certificate,
               instrument or financial statement or other statement contemplated
               by or made or delivered  pursuant to or in

                                       12
<PAGE>


               connection  with this  Agreement or any such guaranty shall prove
               to have been incorrect in any material  respect when deemed to be
               effective;

                    (h) The rendering  against the Borrower or Parent of a final
               judgment,  decree or order for the  payment of money in excess of
               $25,000 and the  continuance  of such  judgment,  decree or order
               unsatisfied  and in effect for any period of 30 consecutive  days
               without a stay of execution;

                    (i) A  default  under  any  bond,  debenture,  note or other
               evidence of  indebtedness  of the  Borrower or Parent owed to any
               Person  other than the Lender,  or under any  indenture  or other
               instrument under which any such evidence of indebtedness has been
               issued or by which it is  governed,  or under any lease of any of
               the  Premises,  and the  expiration of the  applicable  period of
               grace,  if any,  specified  in  such  evidence  of  indebtedness,
               indenture, other instrument or lease;

                    (j) Any  Reportable  Event,  which the Lender  determines in
               good faith might  constitute  grounds for the  termination of any
               Plan of either the Borrower or the Parent or for the  appointment
               by the  appropriate  United States District Court of a trustee to
               administer  any such Plan,  shall have occurred and be continuing
               30 days after written notice to such effect shall have been given
               to the  Borrower  by the  Lender;  or a trustee  shall  have been
               appointed  by an  appropriate  United  States  District  Court to
               administer  any  such  Plan;  or  the  Pension  Benefit  Guaranty
               Corporation  shall have  instituted  proceedings to terminate any
               such Plan or to appoint a trustee to administer any such Plan; or
               the   Borrower  or  Parent   shall  have  filed  for  a  distress
               termination of any Plan under Title IV of ERISA;  or the Borrower
               or Parent  shall have failed to make any  quarterly  contribution
               required  with  respect to any Plan under  Section  412(m) of the
               Internal  Revenue  Code of 1986,  as  amended,  which the  Lender
               determines in good faith may by itself,  or in  combination  with
               any such  failures  that the Lender may  determine  are likely to
               occur in the future,  result in the  imposition  of a lien on the
               Borrower's and/or Parent's assets in favor of the Plan;

                  . . .

                    (l) Either the Borrower or Parent shall liquidate, dissolve,
               terminate  or  suspend  any  material  portion  of  its  business
               operations  or  otherwise  fail to operate  its  business  in the
               ordinary course,  or sell all or substantially all of its assets,
               without the Lender's prior written consent;

                    (m) The  Borrower  or Parent  shall  fail to pay,  withhold,
               collect or remit any tax or tax  deficiency  when assessed or due
               (other than any tax deficiency  which is being  contested in good
               faith and by proper  proceedings  and for which it shall have set
               aside on its books adequate  reserves  therefor) or notice of any
               state or federal tax liens shall be filed or issued;

                                       13
<PAGE>

                    (n)  Default  in the  payment  of  any  amount  owed  by the
               Borrower  or Parent to the  Lender  other  than any  indebtedness
               arising hereunder or under the Guaranty;

                  . . .

                    (q) Any event or  circumstance  with respect to the Borrower
               or Parent shall occur such that the Lender shall  believe in good
               faith  that the  prospect  of  payment  of all or any part of the
               Obligations  or the  performance  by the Borrower or Parent under
               the Loan Documents is impaired or any material  adverse change in
               the  business or  financial  condition  of the Borrower or Parent
               shall occur;

                  . . .

                    (s) Any breach by the  Borrower or Parent of the terms under
               Section  7.19  hereof  or  the  chief  executive  officer,  chief
               financial  officer or chief operating officer of the Borrower and
               Parent shall resign and the Borrower and Parent shall fail within
               90  calendar  days  thereafter  to engage and appoint a qualified
               successor  acceptable  to the  Lender  in its sole  and  absolute
               discretion.

          10. CONSENT TO CHANGE OF FISCAL YEAR.  Borrower  desires to change its
fiscal year end from December 31 to June 30 of each calendar  year.  Pursuant to
Section 7.11, the Lender consents to the change of the fiscal year from December
31 to June 30.

          11.  CONSENT TO CHANGE OF CFO.  The  Borrower  has notified the Lender
that effective as of September __, 2000, Julie Tedesco has resigned as the Chief
Financial  Officer of the Borrower and Kimberly Eckert has assumed such position
and duties. The Lender hereby consents to such change.

          12. NO OTHER CHANGES.  Except as explicitly amended by this Amendment,
all of the terms and  conditions  of the Credit  Agreement  shall remain in full
force and effect and shall apply to any advance or letter of credit thereunder.

          13.  AMENDMENT  FEE. The Borrower  shall pay the Lender as of the date
hereof  a  fully  earned,   non-refundable  fee  in  the  amount  of  $7,500  in
consideration of the Lender's execution of this Amendment.

          14. CONDITIONS  PRECEDENT.  This Amendment shall be effective when the
Lender shall have received an executed  original  hereof,  together with each of
the following,  each in substance and form  acceptable to the Lender in its sole
discretion:

               (1) A Certificate of the Secretary of the Borrower  certifying as
          to (i) the  resolutions  of the  board of  directors  of the  Borrower
          approving the  execution and delivery of this  Amendment and the Share
          Exchange  Agreement,  together  with  the  performance  of the  terms,
          provisions and transactions  contemplated  therein, (ii) the

                                       14
<PAGE>

          fact that the articles of  incorporation  and bylaws of the  Borrower,
          which were  certified  and  delivered  to the Lender  pursuant  to the
          Certificate  of  Authority  of the  Borrower's  secretary or assistant
          secretary  dated as of May 31, 2000  continue in full force and effect
          and have not been amended or otherwise modified except as set forth in
          the  Certificate  to be  delivered,  and  (iii)  certifying  that  the
          officers  and agents of the  Borrower  who have been  certified to the
          Lender,  pursuant to the  Certificate  of Authority of the  Borrower's
          secretary or assistant  secretary  dated as of May 31, 2000,  as being
          authorized to sign and to act on behalf of the Borrower continue to be
          so authorized  or setting  forth the sample  signatures of each of the
          officers and agents of the Borrower  authorized to execute and deliver
          this Amendment and all other documents, agreements and certificates on
          behalf of the Borrower.

               (2)  Execution  and delivery by Gourmet of a Guaranty in favor of
          the Lender pursuant to which Gourmet shall have  guaranteed  repayment
          of all Obligations (the "Guaranty").

               (3) A Certificate  of the  Secretary of Gourmet  certifying as to
          (i) the resolutions of the Board of Directors of Gourmet approving the
          execution and delivery of this  Amendment,  the Guaranty and the Share
          Exchange  Agreement and the  performance of all terms,  provisions and
          transactions  contemplated thereby, (ii) the Articles of Incorporation
          and Bylaws,  as amended,  of Gourmet,  together with a Certificate  of
          Good  Standing  from its state of  incorporation,  each as attached to
          such certificate and (iii) certifying as to the officers and agents of
          Gourmet  who are  authorized  on behalf of Gourmet to take all actions
          and  execute  any  and  all  documents  necessary  or  related  to the
          above-referenced  documents  and  transactions,   including,   without
          limitation, this Amendment, the Guaranty, the Share Exchange Agreement
          and all other documents,  agreements and certificates to be issued for
          and on behalf of Gourmet,  and (iv) the Share Exchange Agreement which
          shall be  attached  thereto as an exhibit,  together  with all related
          amendments.

               (4)  Opinions  of Counsel  of each of the  Borrower  and  Gourmet
          containing  opinions on behalf of the Borrower and Gourmet in favor of
          the Lender with respect to this  Amendment,  the  Guaranty,  the Share
          Exchange Agreement and the documents and transactions  related thereto
          and to such other matters and in such form as the Lender may require.

               (5) Payment of the fee described in Paragraph 12 above.

               (6) Such other matters as the Lender may require.

          Notwithstanding  the  foregoing,  the  Borrower  agrees to cause to be
          delivered to the Lender  within ten (10)  business days after the date
          hereof, a Certificate of the Secretary of Gourmet certifying as to the
          good  standing  of  Gourmet  in the  State of

                                       15
<PAGE>

          Texas,  together with a Certificate of Authority to do business in the
          State of Texas, each as attached to such certificate

          15. GENERAL  REPRESENTATIONS AND WARRANTIES.  The Borrower and Gourmet
hereby represent and warrant to the Lender as follows:

               (1)  The  Borrower  and  Parent  have  all  requisite  power  and
          authority to execute this  Amendment,  the Guaranty the Share Exchange
          Agreement  and each of the  other  documents  and  agreements  related
          hereto or referenced herein (collectively,  the Amendment Documents"),
          each  to  the  extent  a  party  thereto,  and to  perform  all of its
          obligations  hereunder  and  thereunder,  and  each  of the  Amendment
          Documents  has been duly  executed  and  delivered by the Borrower and
          Parent,  and constitute the legal, valid and binding obligation of the
          Borrower and Parent,  to the extent a party  thereto,  enforceable  in
          accordance with its terms.

               (2) The execution,  delivery and  performance by the Borrower and
          Parent of the  Amendment  Documents  have been duly  authorized by all
          necessary  corporate action and do not (i) require any  authorization,
          consent or approval by any governmental department, commission, board,
          bureau,  agency or instrumentality,  domestic or foreign, (ii) violate
          any provision of any law,  rule or  regulation or of any order,  writ,
          injunction or decree presently in effect,  having applicability to the
          Borrower or Parent, or the articles of incorporation or by-laws of the
          Borrower or Parent,  or (iii)  result in a breach of or  constitute  a
          default under any  indenture or loan or credit  agreement or any other
          agreement,  lease or  instrument  to which the Borrower or Parent is a
          party or by which it or its properties may be bound or affected.

               (3) All of the  representations  and warranties  contained in the
          Credit Agreement, as amended by this Amendment,  are correct on and as
          of the date  hereof as though  made on and as of such date,  except to
          the extent that such  representations  and warranties relate solely to
          an earlier date.

          16. REFERENCES. All references in the Credit Agreement shall be deemed
to refer to the Credit  Agreement as amended hereby;  and any and all references
in the Security  Documents to the Credit  Agreement  shall be deemed to refer to
the Credit Agreement as amended hereby.

          17. NO WAIVER.  The execution of this  Amendment and acceptance of any
documents  related  hereto  shall  not be deemed to be a waiver of any under the
Credit  Agreement  or breach,  default or event of  default  under any  Security
Document  or other  document  held by the  Lender,  whether  or not known to the
Lender and whether or not existing on the date of this Amendment.

                                       16
<PAGE>


          18.   RELEASE.   The  Borrower  and  Parent  hereby   absolutely   and
unconditionally  releases  and forever  discharges  the Lender,  and any and all
participants,   parent   corporations,   subsidiary   corporations,   affiliated
corporations,  insurers,  indemnitors,  successors and assigns thereof, together
with all of the present and former directors,  officers, agents and employees of
any of the  foregoing,  from any and all claims,  demands or causes of action of
any  kind,  nature  or  description,  whether  arising  in law or equity or upon
contract  or tort or under  any state or  federal  law or  otherwise,  which the
Borrower or Parent has had,  now has or has made claim to have  against any such
person for or by reason of any act, omission,  matter, cause or thing whatsoever
arising from the beginning of time to and including the date of this  Amendment,
whether  such  claims,  demands and causes of action are matured or unmatured or
known or unknown.

          19. COSTS AND EXPENSES.  The Borrower  hereby  reaffirms its agreement
under the  Credit  Agreement  to pay or  reimburse  the Lender on demand for all
costs  and  expenses  incurred  by the  Lender  in  connection  with the  Credit
Agreement,  the Security Documents and all other documents contemplated thereby,
including  without  limitation all reasonable  fees and  disbursements  of legal
counsel.  Without  limiting  the  generality  of  the  foregoing,  the  Borrower
specifically  agrees to pay all fees and  disbursements of counsel to the Lender
for the services performed by such counsel in connection with the preparation of
this Amendment and the documents and instruments incidental hereto. The Borrower
hereby  agrees that the Lender may, at any time or from time to time in its sole
discretion and without further authorization by the Borrower, make a loan to the
Borrower under the Credit Agreement,  or apply the proceeds of any loan, for the
purpose of paying any such fees, disbursements, costs and expenses.

          20.  MISCELLANEOUS.  This  Amendment  may be executed in any number of
counterparts,  each of which when so executed and  delivered  shall be deemed an
original and all of which counterparts, taken together, shall constitute one and
the same instrument.

          21.  NON-PARTY  STATUS.   Gourmet  acknowledges  and  agrees  that  by
executing  this  Amendment and each of the other  Amendment  Documents it is not
becoming a party under the Credit Agreement or otherwise entitled to any rights,
benefits or notices with respect to the Credit  Agreement,  nor shall in any way
modify the express  terms and  provisions of the Guaranty and is not intended to
be a third party beneficiary under the Credit Agreement.

         [The remainder of this page has been intentionally left blank.]


                                       17
<PAGE>


          IN WITNESS  WHEREOF,  the parties hereto have caused this Amendment to
be duly executed as of the date first written above.




WELLS FARGO BUSINESS CREDIT, INC.           OUR FOOD PRODUCTS GROUP, INC.
---------------------------------           -----------------------------



BY /s/ MICHELLE SALISBURY                   BY /s/ FREDRICK SCHULMAN
  -------------------------------             ----------------------------------
  MICHELLE SALISBURY                          FREDRICK SCHULMAN

  ITS VICE PRESIDENT                          ITS PRESIDENT


GOURMET GROUP, INC.



BY /s/ FREDRICK SCHULMAN
---------------------------------
FREDRICK SCHULMAN

ITS PRESIDENT


                                       18
<PAGE>


                                  SCHEDULE 3(B)

                               GOURMET GROUP, INC.



                           [Intentionally Left Blank.]


Total Capital Authorized:

      Class A Common Stock: 50,000,000 shares

Total Class A Common Outstanding: 29,233,363 shares

Total Options: 3,239,952 options

No other convertible securities, options or warrants.


                                       19
<PAGE>



                                  SCHEDULE 3(B)

                          OUR FOOD PRODUCTS GROUP, INC.
                               D/B/A JARDINE FOODS

                                 CAPITALIZATION


AUTHORIZED:


         Class A Preferred Stock    -             10,000,000 shares

         Class B Preferred Stock    -             10,000,000 shares

         Class C Preferred Stock    -              5,000,000 shares

         Class A Common Stock       -             10,000,000 shares

         Class B Common Stock       -             10,000,000 shares


OUTSTANDING:

         7,984,194 shares of Class B Common Stock

         There are no options, warrants or convertible securities except as set
         forth below.

         Warrants for Class B Common Stock:

         Warrant,  held by KBK Financial,  Inc., to purchase  177,778 shares of
         Class B Common  Stock,  subject  to  adjustment,  at $.01  per  share,
         expiring May 15, 2006.

         Warrants for Class B Preferred Stock:

         Warrant,  held by KBK Financial,  Inc., to purchase  277,778 shares of
         Class B Preferred  stock,  subject to  adjustment,  at $.01 per share,
         expiring May 15, 2006.




                                       20


<PAGE>



                                  Schedule 5.4

                (LISTING OF SUBSIDIARIES OF PARENT AND BORROWER)


     PARENT: 1. World Seair Corporation,  a Florida corporation - 100% ownership
             interest and a nonoperating shell entity.

             2.  Our  Food  Products  Group,  Inc.,  a Texas  corporation-  100%
             ownership interest.

     BORROWER:  None.


                                       21

</TEXT>
</DOCUMENT>
