OVERHILL FARMS INC
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>8
<FILENAME>overhill_8kex10-6.txt
<TEXT>
<PAGE>

                                                                    Exhibit 10.6


                               SECOND AMENDMENT TO
                              AMENDED AND RESTATED
                            INVESTOR RIGHTS AGREEMENT
                            -------------------------


         THIS SECOND AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS
AGREEMENT, dated as of October 31, 2003 (this "AMENDMENT"), is made by and among
OVERHILL FARMS, INC., a Nevada corporation (the "COMPANY"), JAMES RUDIS, an
individual ("RUDIS" or the "PRINCIPAL SHAREHOLDER"), and LEVINE LEICHTMAN
CAPITAL PARTNERS II, L.P., a California limited partnership ("LLCP").

                                    RECITALS
                                    --------

         A. The parties hereto are currently parties to that certain Amended and
Restated Investor Rights Agreement dated as of October 29, 2002, as amended by
an Amendment to Amended and Restated Investor Rights Agreement dated as of April
16, 2003 (the "FIRST IRA AMENDMENT") (as so amended, the "INVESTOR RIGHTS
AGREEMENT"). In the First IRA Amendment, among other things, Shatley was removed
as a party to the Investor Rights Agreement. Unless otherwise indicated,
capitalized terms used and not defined herein have the meanings ascribed to them
in the Investor Rights Agreement.

         B. Concurrently herewith, the parties hereto are consummating the
transactions contemplated by that certain Third Amendment to Second Amended and
Restated Securities Purchase Agreement dated as of October 31, 2003 (the "THIRD
AMENDMENT"), by and among the Company, the entities from time to time parties
thereto as Guarantors and LLCP, which further amends that certain Second Amended
and Restated Securities Purchase Agreement dated as of April 16, 2003, as
amended by a First Amendment to Second Amended and Restated Securities Purchase
Agreement dated as of May 16, 2003 (the "FIRST AMENDMENT"), and a Second
Amendment to Second Amended and Restated Securities Purchase Agreement dated as
of June 19, 2003 (the "SECOND AMENDMENT"). The Second Amended and Restated
Securities Purchase Agreement, as amended by the First Amendment, the Second
Amendment and the Third Amendment, shall be referred to herein as the
"SECURITIES PURCHASE AGREEMENT."

         C. In connection with the consummation of the transactions contemplated
by the Third Amendment, among other things, the Company has agreed to (i) grant
to LLCP the right to designate for nomination and election to the Board up to
three (3) members and, in addition, the right to fill the next available vacancy
created on the Board, and (ii) extend the time period during which annual
consulting fees will be payable to LLCP or its Affiliate under the Investor
Rights Agreement.

         D. It is a condition precedent to the effectiveness of the Third
Amendment that the parties hereto enter into this Amendment and amend further
the Investor Rights Agreement as provided for herein.

<PAGE>

                                    AGREEMENT
                                    ---------

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

         1. AMENDMENT OF SECTION 1.1. Effective on and as of the date hereof,
Section 1.1 (Election of LLCP Representative to Board) of the Investor Rights
Agreement shall be amended to read in its entirety as follows:

                  1.1      ELECTION OF LLCP REPRESENTATIVES TO THE BOARD.
                           ---------------------------------------------

                           (a) DESIGNATION. The Company grants to LLCP the
                  right, exercisable from time to time, to designate up to three
                  (3) members (each an "LLCP REPRESENTATIVE" and collectively
                  the "LLCP REPRESENTATIVES") for nomination and election to the
                  Board of Directors of the Company (the "BOARD"). In addition,
                  the Company grants to LLCP the right to have an LLCP
                  Representative appointed to fill the next available vacancy on
                  the Board (whether by reason of death, disability,
                  resignation, removal or increase in the size of the Board) to
                  be filled after October 31, 2003. For purposes of
                  clarification, LLCP may have up to four (4) LLCP
                  Representatives serving on the Board at any time.

                           (b) PROCEDURES. If LLCP wishes to exercise its rights
                  under Section 1.1(a), LLCP shall deliver to the Company, with
                  a copy to the Principal Shareholder, a written request (an
                  "LLCP REPRESENTATIVE REQUEST") notifying the Company of LLCP's
                  election under Section 1.1(a) to have one or more LLCP
                  Representatives nominated and elected to the Board, or to have
                  an LLCP Representative appointed to fill such vacancy, and
                  designating the individual(s) to be so nominated and elected
                  or appointed, as applicable. As soon as practicable (but not
                  later than five (5) Business Days) after the Company receives
                  an LLCP Representative Request, the Company shall take (or
                  cause to be taken) all such actions as may be necessary or
                  advisable to cause the LLCP Representative(s) named in such
                  Request to be nominated and elected to the Board or to be
                  appointed to fill such vacancy, as applicable (including,
                  among other actions, nominating the designated LLCP
                  Representative(s) as part of the slate of directors nominated
                  and recommended for election to the Board, creating vacancies,
                  increasing the size of the Board or filling vacancies with the
                  LLCP Representative(s)).

                           (c) REMOVAL. No individual serving as an LLCP
                  Representative on the Board may be removed without the prior
                  written approval of LLCP other than for "cause." For purposes
                  of this Section 1.1(c), the term "cause" shall mean (i) a
                  conviction (treating a NOLO CONTENDERE plea or a guilty plea
                  as a conviction) of a felony or of a crime of moral turpitude,
                  (ii) the failure or refusal of an LLCP Representative to


                                      -2-
<PAGE>

                  attend (either in person or telephonically) at least
                  seventy-five percent (75.0%) of the meetings of the Board (or
                  of the meetings of any committee on which such LLCP
                  Representative is then serving) held during any Fiscal Year or
                  (iii) the failure of an LLCP Representative to satisfy the
                  requirements of any statute, rule, regulation or exchange
                  listing requirement applicable to members of the Board. If any
                  LLCP Representative shall be removed from the Board for cause,
                  then LLCP shall have the sole right to fill the vacancy with
                  another nominee to serve as the LLCP Representative, and the
                  Company shall, upon the request of LLCP, promptly (and in any
                  event within five (5) Business Days of such request) take (or
                  cause to be taken) any and all actions as may be necessary or
                  appropriate to cause such other individual to be nominated and
                  elected to the Board.

                           (d) VACANCY. In addition to the rights granted to
                  LLCP under Section 1.1(a) to fill the next available vacancy,
                  if a vacancy is created on the Board by reason of the death,
                  disability, resignation or removal of any LLCP Representative,
                  or in the event any LLCP Representative designated by LLCP
                  shall not be elected to the Board for any reason, LLCP, by
                  written notice to the Company, shall have the right to
                  designate a new LLCP Representative to fill such vacancy, and
                  the Company shall cause the remaining directors to meet
                  promptly (and in any event within five (5) Business Days of
                  receipt of such notice) for the purpose of appointing the
                  designated LLCP Representative to fill such vacancy.

                           (e) COMMITTEES. To the extent the Board delegates
                  from time to time any of its duties to any committee(s) of the
                  Board, the Company shall, upon the request of LLCP, appoint to
                  such committee(s) one or more LLCP Representatives
                  then-serving on the Board (in the same proportion as the total
                  number of LLCP Representatives then-serving on the Board);
                  PROVIDED, HOWEVER, that to the extent any qualifying criteria
                  for Board or committee membership is imposed by any statute,
                  rule, regulation or exchange listing requirement applicable to
                  members of the Board, each LLCP Representative shall be
                  required to meet such qualifying criteria. In no event shall
                  any LLCP Representative be required to serve as the audit
                  committee financial expert.

         2. AMENDMENT OF SECTION 1.2(b). Effective on and as of the date hereof,
clause (b) of Section 1.2 (Agreement to Vote) of the Investor Rights Agreement
shall be amended to read in its entirety as follows:

                  "(b) On all matters relating to the nomination and election of
         members to the Board, the Principal Shareholder agrees, on behalf of
         himself and any transferee or assignee of Principal Shareholder Shares
         (including Immediate Family members and other transferees contemplated
         by Section 3.1(b)), to vote, or cause to be voted, all Principal
         Shareholder Shares (or to consent pursuant to any action by written
         consent) in favor of electing any and all LLCP Representatives
         designated by LLCP from time to time to the Board. Notwithstanding the


                                      -3-
<PAGE>

         foregoing, the Principal Shareholder shall not be obligated to vote, or
         cause to be voted, any Principal Shareholder Shares previously sold in
         open market transactions permitted under Section 3.1(a)."

         3. AMENDMENT OF SECTION 1.3. Effective on and as of the date hereof,
Section 1.3 (Observation Rights) of the Investor Rights Agreement shall be
amended by adding the following sentence at the end of such Section:

         "Notwithstanding the foregoing, so long as LLCP owns or holds, or has
         the contractual right to acquire, five percent (5.0%) or more of the
         Common Stock on a Fully Diluted Basis, the Company shall deliver to
         LLCP the information described in clauses (a), (b), (d), (f), (g), (h)
         and (i) of Section 8.3 (Information Reporting Requirements), as such
         Section is in effect on the Third Amendment Effective Date, in
         accordance with the time limitations applicable thereto."

         4. AMENDMENT OF SECTION 1.6(a). Effective on and as of the date hereof,
clause (a) of Section 1.6 (Consulting Fees) of the Investor Rights Agreement
shall be amended to read in its entirety as follows:

                  "(a) In consideration of consulting services rendered and
         which may be rendered by LLCP or LLCP Inc. to the Company under this
         Section 1 (including in connection with the exercise of the observation
         and other rights granted under Section 1.3 or during any Operating
         Committee meetings) during the seven (7) twelve-month periods
         immediately following the Initial Closing Date, which services are
         hereby acknowledged by the Company as being substantial and valuable to
         its business and operations, the Company agrees to pay to LLCP Inc. a
         consulting fee in the aggregate amount of $1,260,000. The Company
         agrees that the full amount of such consulting fee shall be fully
         earned as of the Initial Closing Date (whether or not the Notes remain
         outstanding at all times during the entire seven (7) twelve-month
         period), but that such consulting fee shall be payable in seven (7)
         equal installments of $180,000 each and shall be due and payable on
         January 10 of each of the calendar years commencing in 2000 and ending
         in 2006 (the date upon which the first installment shall be due and
         payable being January 10, 2000); PROVIDED, HOWEVER, that upon the
         earlier to occur of (i) a Change in Control and (ii) the date upon
         which all Obligations under the Note shall have been paid in cash in
         full, the portion of the aggregate consulting fee remaining unpaid
         shall at such time become immediately due and payable to LLCP Inc."

         5. AMENDMENT OF SECTION 1.7. Effective on and as of the date hereof,
Section 1.7 (Survival of Rights) of the Investor Rights Agreement shall be
amended to read in its entirety as follows:

                                      -4-
<PAGE>

                           "1.7 SURVIVAL OF RIGHTS. The rights granted to LLCP
                  under Sections 1.1 through 1.3 shall continue for so long as
                  LLCP (a) owns or holds, directly or indirectly, any Note and
                  the outstanding principal balance of the Note or Notes is at
                  least $2,500,000 or (b) beneficially owns at least five
                  percent (5.0%) of the shares of Common Stock calculated on a
                  Fully Diluted Basis. The rights granted to LLCP under Section
                  1.4 shall continue until the principal amount of the Note has
                  been paid in full. Notwithstanding anything to the contrary
                  contained herein or otherwise, the rights granted to LLCP
                  under Sections 1.1 through 1.4 shall survive to the extent
                  that LLCP holds the Note or any Warrant Shares and informs the
                  Company in writing that it believes in good faith that it is
                  required to retain such rights to qualify as a 'venture
                  capital operating company' for purposes of complying with
                  ERISA."

         6. AMENDMENT OF SECTION 3.1. Effective on and as of the date hereof,
Section 3.1 of the Investor Rights Agreement shall be amended to read in its
entirety as follows:

                  "3.1 If the Principal Shareholder (a "SELLING PRINCIPAL
         SHAREHOLDER") proposes to sell or transfer (a "SALE") any Principal
         Shareholder Shares ("CO-SALE SHARES") to a bona fide purchaser or
         transferee (a "PURCHASER") in one (1) transaction or any series of
         related transactions, the Selling Principal Shareholder shall promptly
         give written notice (the "CO-SALE NOTICE") to the Company and LLCP at
         least thirty (30) days prior to the closing of such sale. The Co-Sale
         Notice shall describe in reasonable detail the terms of the proposed
         sale, including the number of Co-Sale Shares to be sold, the nature of
         the sale, the amount of consideration to be paid and the name and
         address of the proposed purchaser. Notwithstanding the foregoing,
         without complying with the procedures of this Section 3, (a) Rudis may
         sell up to an aggregate of 50,000 Principal Shareholder Shares in open
         market transactions (not in a private sale transaction) during any
         Fiscal Year of the Company, it being understood that a Change in
         Control shall occur if Rudis ceases to beneficially own or hold,
         directly or indirectly, at least 300,000 shares of Common Stock
         (subject to adjustment for any stock splits, reverse stock splits,
         dividends or like events after the date hereof) at any time, and (b)
         the Principal Shareholder may transfer his Principal Shareholder Shares
         to his spouse or descendants or to a family trust or family partnership
         established for the benefit of himself or such other persons, PROVIDED
         that such Principal Shareholder provides to LLCP at least thirty (30)
         days prior written notice of such transfer and the transferee executes
         a joinder agreement, in form and substance satisfactory to LLCP,
         pursuant to which such transfer becomes bound by, and agrees to comply
         with, the provisions of this Agreement as if such transferee were a
         Principal Shareholder."

         7. AMENDMENT OF SECTION 3.10. Effective on and as of the date hereof,
Section 3.10 (Termination) of the Investor Rights Agreement shall be amended to
read in its entirety as follows:

                                      -5-
<PAGE>

                  "3.10 TERMINATION. The rights granted to LLCP under this
         Section 3 shall expire on the earliest to occur of (a) November 24,
         2009, (b) the date upon which the number of shares of Common Stock
         (calculated on an "as-if-converted" basis) beneficially owned by LLCP
         at any time is less than five percent (5.0%) of the number of shares of
         Common Stock on a Fully Diluted Basis at such time and (c) the date
         upon which the number of shares of Common Stock beneficially owned by
         the Principal Shareholder equals or exceeds the number of shares of
         Common Stock beneficially owned by LLCP."

         8. AMENDMENT TO SECTION 7.3. Effective on and as of the date hereof,
the last sentence of Section 7.3 (Assignments) of the Investor Rights Agreement
shall be amended to read in its entirety as follows:

                  "The rights and obligations of the Company and the Principal
                  Shareholder may not be assigned or delegated, as the case may
                  be, without LLCP's prior written consent, except that the
                  Principal Shareholder may, without LLCP's consent, assign his
                  rights, but not delegate his obligations, to any transferee
                  under SECTION 3.1."

         9. AMENDMENT OF ARTICLE 7. Effective on and as of the date hereof,
Article 7 (Miscellaneous) of the Investor Rights Agreement shall be amended to
add the following new Sections at the end of such Article:

                  "Section 7.16 LIABILITIES OF CERTAIN PARTIES. In no event
         shall the Principal Shareholder be responsible or otherwise liable for
         the liabilities or obligations of the Company under this Agreement, but
         the Company shall be responsible and liable for the liabilities and
         obligations of the Principal Shareholder under this Agreement (whether
         arising as a result of the Principal Shareholder's failure to perform
         or otherwise)."

                  "Section 7.17 RUDIS RESIGNATION FROM TREECON. As soon as
         practicable, but not later than December 31, 2003, the Principal
         Shareholder shall resign from all of his positions at TreeCon,
         including, without limitation, as the Chairman, President and Chief
         Executive Officer, and as a director, of TreeCon."

         10. AMENDMENT TO DEFINITION OF PRINCIPAL SHAREHOLDER. Effective on and
as of the date hereof, the last sentence of the preamble to the Investor Rights
Agreement shall be amended to read in its entirety as follows:

                  "Rudis may also be referred to herein as the 'PRINCIPAL
         SHAREHOLDER' or the 'PRINCIPAL SHAREHOLDERS'."

         11. CONFIRMATION; FULL FORCE AND EFFECT. The amendments set forth above
shall amend the Investor Rights Agreement on and as of the date hereof, and the
Investor Rights Agreement shall thereafter remain in full force and effect, as
amended hereby, in accordance with its terms. Each of the Company and Rudis
expressly ratifies and reaffirms their respective obligations under the Investor
Rights Agreement, as amended hereby.

                                      -6-
<PAGE>

         12. MISCELLANEOUS.

                  12.1 GOVERNING LAW. This Amendment shall be governed by, and
construed and enforced in accordance with, the laws of the State of California
applicable to contracts made and performed in such state, without regard to
principles regarding choice of law or conflicts of laws, except to the extent
that the Nevada Revised Statutes exclusively governs any provision in this
Amendment, in which case such provision shall be governed by, and construed and
enforced in accordance with, the Nevada Revised Statutes.

                  12.2 ENTIRE AGREEMENT. The Investor Rights Agreement, as
amended hereby, constitutes the entire understanding agreement among the parties
with respect to the subject matter hereof and supersedes any prior written or
oral agreements or understandings of the parties with respect to such matter.

                  12.3 COUNTERPARTS. This Amendment may be executed in one or
more counterparts and by facsimile transmission, each of which shall be deemed
an original but all of which taken together shall constitute one and the same
instrument.

                  12.4 SUCCESSORS AND ASSIGNS. The Investor Rights Agreement, as
amended hereby, shall inure to the benefit of, and binding upon, the parties
hereto and their respective successors and assigns.







                     [REST OF PAGE LEFT INTENTIONALLY BLANK]




                                      -7-
<PAGE>


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

                                    COMPANY
                                    -------

                                    OVERHILL FARMS, INC., a Nevada corporation


                                    By: /S/ James Rudis
                                        ----------------------------------------
                                        James Rudis
                                        President and Chief Executive Officer


                                    By: /S/ John Steinbrun
                                        ----------------------------------------
                                        John Steinbrun
                                        Senior Vice President and
                                        Chief Financial Officer


                                    RUDIS OR PRINCIPAL SHAREHOLDER
                                    ------------------------------

                                    /S/ James Rudis
                                    --------------------------------------
                                    James Rudis


                                    LLCP
                                    ----

                                    LEVINE LEICHTMAN CAPITAL PARTNERS II,
                                    L.P., a California limited partnership

                                    By:   LLCP California Equity Partners II,
                                          L.P.,
                                          a California limited partnership, its
                                          General Partner

                                          By: Levine Leichtman Capital Partners,
                                              Inc., its General Partner


                                          By: /S/ Steven E. Hartman
                                             -----------------------------------
                                              Steven E. Hartman
                                              Vice President


                                      -8-

</TEXT>
</DOCUMENT>
