<PAGE>   1
                                                                EXHIBIT 10.42

                              SEVENTH AMENDMENT TO
                           REVOLVING CREDIT AGREEMENT



         This Seventh Amendment to Revolving Credit Agreement (the "SEVENTH
AMENDMENT") made as of March 1, 2000, by and among UNIMARK FOODS, INC., a Texas
corporation which is the "BORROWER," and THE UNIMARK GROUP, INC., a Texas
corporation ("GROUP") of which the Borrower is a wholly-owned subsidiary, and
UNIMARK INTERNATIONAL, INC., a Texas corporation and a wholly-owned subsidiary
of Group, and SIMPLY FRESH FRUIT, INC., a California corporation and a
wholly-owned subsidiary of Borrower (each of which shall be a "GUARANTOR"
hereunder and which collectively shall be "GUARANTORS") (Borrower, Group, and
the Guarantors shall collectively be referred to herein as "UNIMARK"); and
INDUSTRLAS CITRiCOLAS DE MONTEMORELOS, S.A. DE C. v. ("ICMOSA") a Mexican
corporation and wholly-owned subsidiary of Group, GRUPO INDUSTRIAL SANTA
ENGRACIA, S.A. DE C.V. ("GISE"), a Mexican corporation and wholly-owned
subsidiary of Group, and AGROMARK, S.A. DE C.V. ("AGROMARK"), a Mexican
corporation and wholly-owned subsidiary of Group, and COoPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND," NEW YORK BRANCH, a New
York State licensed branch of a Netherlands Cooperative Banking Organization
which is the "LENDER."


                                 R E C I T A L S


         A. The Borrower, the Guarantors and the Lender are parties to a
Revolving Credit Agreement dated as of February 12, 1997, as amended by that
first Amendment to Revolving Credit Agreement dated October 7, 1997 (the "FIRST
AMENDMENT"), the Second Amendment to Credit Agreement dated November 14,1997
(the "SECOND AMENDMENT"), the Extension Agreement and Waiver of Defaults dated
as of April 30, 1998 (the "EXTENSION AGREEMENT"), the Third Amendment to
Revolving Credit Agreement made as of May 22,1998 (the "THIRD AMENDMENT"), the
Fourth Amendment to Revolving Credit Agreement dated as of December 31, 1998
(the "FOURTH AGREEMENT"), the Fifth Amendment to Revolving Credit Agreement
dated as of May 17, 1999 (the "FIFTH AGREEMENT"), the Sixth Amendment to
Revolving Credit Agreement dated as of January 3, 2000 (the "SIXTH AGREEMENT"
(collectively, the "CREDIT AGREEMENT"), and such revolving loan in the original
principal amount of $9,500,000 now outstanding to Borrower from Lender under
such Credit Agreement matures on March 1, 2000, and is evidenced by the Third
Renewal Revolving Note dated as of January 3, 2000 (the "NOTE").


         B. The obligations of the Borrower to the Lender under the Credit
Agreement are secured by, among other things: (i) Security Agreements dated
February 12, 1997 by and between Lender and each of Borrower, Group and the
Guarantors (the "SECURITY AGREEMENTS"); (ii) Pledge


<PAGE>   2

Agreements dated February 12,1997 by and between Lender and each of Borrower and
Group (the "PLEDGE AGREEMENTS"); and (iii) Unconditional Guaranty Agreements
dated as of February 12, 1997 by and between Lender and each of the Guarantors
(collectively, the "U.S. GUARANTY").

         C. GISE, as borrower, and the Lender executed a Revolving Loan
Agreement with Security Interest on April 10, 1997 (the "GISE LOAN AGREEMENT")
by means of which the Lender, subject to the terms and conditions set forth
therein, extended to GISE an uncommitted U.S. $8,500,000 (Eight Million Five
Hundred Thousand Dollars, currency of the United States of America) revolving
loan facility, which Loan Agreement was thereafter amended, and which
uncommitted revolving loan facility was reduced in principal amount effective
November 12, 1999 to $4,250,000 (Four Million Two Hundred Fifty Thousand
Dollars, currency of the United States of America).

         D. ICMOSA, as borrower, and the Lender executed a Revolving Loan
Agreement with Security Interest on Apri1 10, 1997 (the "ICMOSA LOAN AGREEMENT")
by means of which the Lender, subject to the terms and conditions set forth
therein, extended to the ICMOSA an uncommitted U.S. $7,500,000 (Seven Million
Five Hundred Thousand Dollars, currency of the United States of America)
revolving loan facility, which Loan Agreement was thereafter amended, and which
uncommitted revolving loan facility was reduced in principal amount effective
November 12, 1999 to $3,632,000 (Three Million Six Hundred Thirty Two Thousand
Dollars, currency of the United States of America).

         E. ICMOSA, GISE and Agromark, as borrowers, and the Lender executed a
Loan Agreement on May 29, 1997 by means of which the Lender, subject to the
terms and conditions set forth therein, made available a $10,000,000 bridge loan
facility to ICMOSA, GISE and Agromark (the "BRIDGE LOAN AGREEMENT"), which loan
was thereafter paid in full (with the ICMOSA Loan Agreement, as amended, and the
GISE Loan Agreement, as amended, being collectively called herein the "MEXICAN
LOAN AGREEMENTS").

         F. Group did execute a guaranty agreement dated April 10, 1997 by which
Group did guarantee the obligations arising under the Mexican Loan Agreements
("MEXICAN GUARANTY").

         G. ICMOSA and Agromark executed the GISE Loan Agreement in order to
guarantee the punctual payment of the GISE obligations under the GISE Loan
Agreement by GISE (the "GISE GUARANTY").


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<PAGE>   3

         H. GISE and Agromark executed the ICMOSA Loan Agreement in order to
guarantee the punctual payment of the ICMOSA Obligations under the ICMOSA Loan
Agreement (the "ICMOSA GUARANTY") (with the Mexican Guaranty, the U.S. Guaranty,
the ICMOSA Guaranty and the GISE Guaranty being collectively known herein as the
"GUARANTY AGREEMENTS") (with Borrower, Group, the Guarantors, ICMOSA, GISE and
Agromark being known individually herein as a "LOAN PARTY" and collectively
herein as the "LOAN PARTIES").

         I. Group and its Subsidiaries, including the Borrower, and the Lender
did execute and deliver Waiver of Defaults dated as of August 12, 1998 by the
terms of which the Lender did waive certain defaults existing under the Credit
Agreement and the Mexican Loan Agreements (with the Credit Agreement and the
Mexican Loan Agreements being known herein collectively as the "LOAN
AGREEMENTS").

         J. Pursuant to that Fourth Amendment to Revolving Credit Agreement
dated as of December 31, 1998, Lender renewed and extended to May 17, 1999, the
revolving loan extended to Borrower under the Credit Agreement and evidenced by
the Note.

         K. Group and its Subsidiaries, including the Borrower, and the Lender
did execute and deliver Waiver of Defaults dated as of April 14, 1999 by the
terms of which the Lender did waive certain defaults existing under the Loan
Agreements.

         L. Pursuant to that Fifth Amendment to Revolving Credit Agreement dated
as of May 17, 1999, Lender, among other things, renewed and extended to January
3, 2000, the revolving loan extended to Borrower under the Credit Agreement and
evidenced by the Note.

         M. Group and its Subsidiaries, including the Borrower, and the Lender
did execute and deliver Waiver of Defaults dated as of November 12, 1999 by the
terms of which the Lender did waive certain defaults existing under the Loan
Agreements and did consent to the sale of substantially all of the assets of
Simply Fresh Fruit, Inc., a wholly-owned Subsidiary of Borrower, in accordance
with the terms and conditions contained in that Asset Purchase Agreement dated
October 18, 1999, and to the sale of 100% of the issued and outstanding shares
of Les Products Deli-Bon, Inc., a wholly owned Subsidiary of Group, in
accordance with the terms and conditions of that Stock Purchase Agreement dated
as of October 11, 1999.

         N. Pursuant to that Sixth Amendment to Revolving Credit Agreement dated
as of January 3, 2000, Lender, among other things, renewed and extended to March
1, 2000, the revolving loan extended to Borrower under the Credit Agreement and
evidenced by the Note.


                                       3
<PAGE>   4

         O. Group and its Subsidiaries, including the Borrower, taken as a
whole, have now requested that the Lender renew and extend the revolving loan
now extended to the Borrower under the Credit Agreement and evidenced by the
Note, which Note matures on March 1, 2000.

         P. The Lender has agreed to renew and extend the revolving loan now
outstanding under the Credit Agreement and evidenced by the Note, subject to the
terms and conditions hereinafter provided.

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

         3. LOAN DOCUMENTS ARE IN FULL FORCE. Except as specifically provided
herein, all the terms of the Credit Agreement, the Note and the security
agreement, the pledge agreement and the other Loan Documents (as defined in the
Credit Agreement) and the other Loan Agreements and their related documents are
unaffected hereby and remain in full force and effect.

         4. SAME TERMS. All terms used herein which are defined in the Credit
Agreement shall have the same meanings when used herein, unless the context
hereof otherwise requires or provides.

In addition all references in the Credit Agreement and in the Loan Documents (as
defined in the Credit Agreement) to the " Agreement" shall mean the Credit
Agreement as amended by the First Amendment, the Second Amendment, the Extension
Agreement, the Third Amendment, the Fourth Amendment, the Fifth Amendment the
Sixth Amendment and this Seventh Amendment to Revolving Credit Agreement
("SEVENTH AMENDMENT" and as the same shall hereafter be amended from time to
time.

         4. AMENDMENTS TO CREDIT AGREEMENT. Effective as of the date above, the
following changes shall be made to the Credit Agreement:

              b. The definition of "EXPIRATION DATE" in the Appendix of the
Credit Agreement as previously amended pursuant to the terms of the Sixth
Amendment is hereby deleted and the following paragraph containing the new
definition of "Expiration Date" in the Appendix of the Credit Agreement is
substituted in verbatim therefor:

               "Expiration Date" means March 31, 2000, or any other date on
          which the Commitment terminates pursuant to the terms hereof."

              b. In Section 2. 1 (ii), $9,500,000 shall be changed to
$8,000,000.


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<PAGE>   5

              c. The definition of "Revolving Note" in the Appendix to the
Credit Agreement is deleted and the following paragraph containing a new
definition of "Revolving Note" which includes the Fourth Renewal Revolving Note
of even date herewith shall be substituted in verbatim therefor:

               "Revolving Note" means the completed and executed Fourth Renewal
          Revolving Note payable to the Lender in the form attached hereto as
          Exhibit 2.2F and any renewals, extensions, rearrangements or
          restatements thereof and any substitutions or replacements therefor."

              d. Exhibit 2.2E, Form of Renewal Revolving Note, shall be wholly
replaced by Exhibit 2.2F, Form of Fourth Renewal Revolving Note, which is
attached hereto as Exhibit 2.2F and incorporated herein by reference.

              e. Exhibit 5.9(b), Borrowing Base Certificate, shall be wholly
replaced by Exhibit 5.9(b)B, Restated Borrowing Base Certificate, which is
attached hereto as Exhibit 5.9(b)B and incorporated herein by reference.

         4. REPRESENTATIONS AND WARRANTIES OF LOAN PARTIES. As an inducement to
Lender to enter into this Agreement, each Loan party makes the following
representations and warranties to Lender (which survive the execution and
delivery of this Agreement):

              a. Each Loan party is in compliance in all material respects with
all covenants contained in each of the Loan Agreements and the documents related
thereto.

              b. All representations and warranties of each Loan Party contained
in the Loan Agreements are true and correct in all material respects on and as
of this date.

              c. No Event of Default exists under any of the Loan Agreements.

              d. No adverse change in condition (financial or otherwise) of
Group or any of its Subsidiaries (as defined in the Credit Agreement) not
previously disclosed to the Lender in writing or any other event has occurred
which creates a possibility of adversely affecting: (i) the condition (financial
or otherwise) of Group or any of its Subsidiaries, or Group and its Subsidiaries
taken as a whole; (ii) the validity or enforceability of any of the Loan
Agreements or any documents related thereto; or (iii) the ability of Group, or
any Subsidiary of Group, to meet and carry out their respective obligations
under the Loan Agreements or any documents related thereto or to perform the
transactions contemplated thereby.

              e. All information that any Loan party or any Subsidiary of a Loan
Party has provided to Lender in connection herewith is true and accurate and no
Loan party nor any Subsidiary of a Loan party has failed to disclose any
information of a material nature regarding its financial, condition.


                                       5
<PAGE>   6

              f. Each of the Loan Parties has the full power, authority and
legal right to execute, deliver, perform and observe the provisions of the Loan
Agreements, this Agreement and any document executed pursuant to this Agreement,
and to carry out the transactions contemplated hereby and thereby.

              g. The execution, delivery and performance by each of the Loan
Parties of its respective obligations under the Loan Agreements and the
documents related thereto have been duly authorized by all necessary action, and
does not and will not require any registration with, consent or approval of, or
notice to, or any action by, any person. The Loan Agreements and the documents
related thereto including this Agreement constitute the legal, valid and binding
obligation of the Loan Parties and each of them enforceable against such party
in accordance with their respective terms.

              h. The execution and delivery of this Agreement, and the
compliance with its terms as contemplated herein, will not result in a breach of
any of the terms or conditions of, or result in the imposition of any lien,
charge or encumbrance upon any of the collateral referred to in any Loan
Agreement or any document related thereto (the "COLLATERAL") or constitute a
default (with due notice or lapse of time or both) or result in an occurrence of
any event of default for which any holder or holders of indebtedness for
borrowed money may declare the same due and payable under any indenture,
agreement, order, judgment or instrument under which any Loan Party is a party
or by which any Loan Party or the Collateral may be bound or affected, and will
not violate any provision of applicable law.

              i. There are no suits, actions or proceedings (whether or not
purportedly on behalf of Group or any Subsidiary of Group) pending, or to the
knowledge of any Loan Party threatened, against or affecting any Loan Party or
the Collateral at law or in equity , before or by any person which, if
determined adversely to any Loan party , would have a material adverse effect on
the business or condition (financial or otherwise) of any Loan Party or the
Collateral. No Loan Party is in violation of or in default with respect to any
applicable laws or regulations which materially affect the operations or
conditions (financial or otherwise) of any Loan Party or the Collateral, nor is
it in violation of or in default with respect to any order, writ, injunction,
demand or decree of any court or any person or in violation or in default in any
material respect under any indenture, agreement or instrument, under which any
Loan Party is a party or may be bound, other than as may exist under the Note.

              j. No property, tangible or intangible, subject to any security
interest, mortgage, deed of trust, pledge, lien, or encumbrance to Lender is
subject to any other security interest, mortgage, deed of trust or encumbrance.

              k. The Borrower is a corporation duly organized, validity existing
and in good standing under the laws of the State of Texas and is authorized to
transact business in all necessary jurisdictions.


                                       6
<PAGE>   7

            Each Loan Party, jointly and severally, agrees to indemnify and hold
Lender harmless against any losses, claim, damage, liability or expense
(including, without limitation, attorneys' fees) incurred as a result of any
representation or warranty made by it herein proving to be untrue in any
respect.

         5 . RATIFICATION OF GUARANTY. Each of the Guarantors, ICMOSA, GISE and
Agromark hereby recognizes, ratifies, approves and confirms the validity of the
respective Guaranty Agreements and agrees that each of said Guaranty Agreements
continues to secure the indebtedness evidenced by the Loan Agreements and the
documents related thereto.


         6. REPRESENTATIONS AND WARRANTIES OF GUARANTORS. As an inducement to
Lender to enter into this Agreement, each of the Guarantors, ICMOSA, GISE and
Agromark make the following representations and warranties to Lender (which
survive the execution and delivery of this Agreement):

              a. No adverse change in condition (financial or otherwise) of any
Guarantor or ICMOSA, GISE or Agromark not previously disclosed to the Lender in
writing or any other event has occurred which creates the possibility of
adversely affecting: (i) the condition (financial or otherwise) of any
Guarantor, ICMOSA, GISE or Agromark; (ii) the validity or enforceability of any
Guaranty; or (iii) the ability of any Guarantor, ICMOSA, GISE or Agromark to
meet and carry out its respective obligations under any Guaranty Agreement

              b. Each of the Guarantors, ICMOSA, GISE and Agromark is in
compliance in all material respects with all covenants contained in the Guaranty
Agreements.

              c. All representations and warranties of each of the Guarantors,
ICMOSA, GISE, and Agromark contained in the Guaranty Agreements are title and
correct in all material respects on and as of this date.


         7 . NO RELEASE OF ANY LOAN PARTY. Nothing herein contained shall
operate to release any Loan party from liability to keep and perform all of the
terms, conditions, obligations and agreements contained in the Credit Agreement
or any of the other Loan Documents or any of the other Loan Agreements or the
documents related thereto.


         8. NO RELEASE OF GUARANTORS. Nothing herein contained shall operate to
release any of the Guarantors, ICMOSA, GISE or Agromark from liability to keep
and perform all of the terms, conditions, obligations and agreements contained
in each respective Guaranty Agreement.


                                       7
<PAGE>   8

         9. OBLIGATIONS UNAFFECTED. Except as otherwise specified herein, the
terms and provisions hereof shall in no manner impair, limit, restrict or
otherwise affect the obligations of the Loan Parties to Lender as evidenced by
the Loan Agreements. As a material inducement to Lender to execute and deliver
this Agreement, each of the Loan Parties acknowledges that there are no claims
or offsets against, or defenses or counterclaims to, the terms or provisions of
and the other obligations created or evidenced by the Credit Agreement or any
other Loan Agreement or any document related thereto.


         10. NO WAIVER BY THIS AGREEMENT. Each of the parties hereto
acknowledges that, except to the extent expressly set forth herein, the
execution of this Agreement by Lender is not intended nor shall it be construed
as: (a) an actual or implied waiver of any default under any Loan Agreement or
any document related thereto; or (b) an actual or implied waiver of any
condition or obligation imposed upon any of the parties hereto pursuant to the
Loan Agreements or any document related thereto; (c) an actual or implied waiver
of any condition or obligation imposed upon any of the Loan Parties; or (d)
affecting any right or rights which Lender may now have or may have in the
future under or in connection with the Loan Agreements or any document related
thereto.


         11. CONDITIONS OF EFFECTIVENESS.

              a. The Lender shall have received this Seventh Amendment executed
by Borrower, each Guarantor, ICMOSA, GISE and Agromark.

              b. The Lender shall have received the Fourth Renewal Revolving
Note dated as of March 1, 2000 and executed by Borrower, such Fourth Renewal
Revolving Note to be in renewal and extension of the unpaid principal balance of
the Third Renewal Revolving Note dated as of January 3, 2000.

              c. Corporate resolutions of each of Borrower, Guarantor, ICMOSA,
GISE and Agromark authorizing the execution, delivery and performance of this
Seventh Amendment and satisfactory to Lender in form and content.

              d. Incumbency Certificate to the satisfaction of Lender from Group
containing specimen signatures of all officers of Group who are authorized to
execute or attest to this Seventh Amendment or any of the other Loan Documents
on behalf of Group executed by the President and by the Secretary of Group; such
certification may be conclusively relied upon by Lender until Lender receives
notice in writing from Group to the contrary and provides a substitute
certificate conforming to the requirements specified by Lender.

              e. Incumbency Certificate to the satisfaction of Lender from Foods
containing specimen signatures of all officers of Foods who are authorized to
execute or attest to this Seventh Amendment or any of the other Loan Documents
on behalf of Foods executed by the President and by the Secretary of Foods; such
certification may be conclusively relied upon by Lender until Lender


                                       8
<PAGE>   9

receives notice in writing from Foods to the contrary and provides a substitute
certificate conforming to the requirements specified by Lender.

              f. Incumbency Certificate to the satisfaction of Lender from
International containing specimen signatures of all officers of International
who are authorized to execute or attest to this Seventh Amendment or any of the
other Loan Documents on behalf of International executed by the President and by
the Secretary of International; such certification maybe conclusively relied
upon by Lender until Lender receives notice in writing from International to the
contrary and provides a substitute certificate conforming to the requirements
specified by Lender.

              g. Incumbency Certificate to the satisfaction of Lender from
Simply Fresh containing specimen signatures of all officers of Simply Fresh who
are authorized to execute or attest to this Seventh Amendment or any of the
other Loan Documents on behalf of Simply Fresh executed by the President and by
the Secretary of Simply Fresh; such certification may be conclusively relied
upon by Lender until Lender receives notice in writing from Simply Fresh to the
contrary and provides a substitute certificate conforming to the requirements
specified by Lender.

              h. Incumbency Certificate to the satisfaction of Lender from GISE
containing specimen signatures of all officers of GISE who are authorized to
execute or attest to this Seventh Amendment or any of the other Loan Documents
on behalf of GISE executed by the President and by the Secretary of GISE; such
certification may be conclusively relied upon by Lender until Lender receives
notice in writing from GISE to the contrary and provides a substitute
certificate conforming to the requirements specified by Lender.

              i. Incumbency Certificate to the satisfaction of Lender from
ICMOSA containing specimen signatures of all officers of ICMOSA who are
authorized to execute or attest to this Seventh Amendment or any of the other
Loan Documents on behalf of ICMOSA executed by the President and by the
Secretary of ICMOSA; such certification may be conclusively relied upon by
Lender until Lender receives notice in writing from ICMOSA to the contrary and
provides a substitute certificate conforming to thereq11irementsspecified by
Lender.

              k. Incumbency Certificate to the satisfaction of Lender from
Agromark containing specimen signatures of all officers of Agromark who are
authorized to execute or attest to this Seventh Amendment or any of the other
Loan Documents on behalf of Agromark executed by the President and by the
Secretary of Agromark; such certification may be conclusively relied upon by
Lender until Lender receives notice in writing from Agromark to the contrary and
provides a substitute certificate conforming to the requirements specified by
Lender.

              k. All the conditions precedent set forth in Section 3.2,
ADDITIONAL CONDITIONS, of the Credit Agreement shall be satisfied.

              l. Payment of all costs and expenses of Lender (including the
reasonable fees of Lender's counsel) in connection with the preparation of this
Seventh Amendment and any other documents in connection therewith.



                                       9
<PAGE>   10

                m. The Lender shall have received such other documents,
opinions, certifications, consents, waivers, agreements and evidence as the
Lender may reasonably request.

         12. EXPENSES. WAIVER FEE AND INDEMNITY. The parties hereto agree,
whether or not the transactions herein contemplated shall become effective, to
reimburse and hold Lender harmless against any liability for the payment of all
out-of-pocket expenses arising in connection with the preparation, delivery ,
administration (including, without limitation, any modification of, or consent
or waiver under, the Credit Agreement or any other Loan Agreement), amendment,
interpretation or enforcement of this Agreement, including, without limitation,
the reasonable fees and expenses of legal counsel for Lender. Further, each of
the Loan Parties jointly and severally agree to indemnify Lender from and hold
it harmless against any and all losses, liabilities, claims, damages and
expenses incurred by Lender arising out of its entering into any of this
Agreement, including without limitation, the fees and disbursements of counsel
incurred in connection with any litigation or other proceeding arising out of or
by reason of any of the aforesaid.

         13. CONFIRMATION OF CONTINUED EFFECTIVENESS OF LOAN AGREEMENTS. Each
Loan Party hereby confirms and agrees that each of the Loan Agreements and each
of the documents related thereto secures and shall continue to secure, in the
same manner and to the same extent provided therein, the payment and performance
of the obligations, as extended by this Agreement.

         14. SEVERABILITY OF PROVISIONS. In case anyone or more of the
provisions contained in this Agreement should be invalid, illegal, or
unenforceable in any respect, the validity, legality, or enforceability of the
remaining provisions contained herein shall not in any way be affected or
impaired thereby.

         17. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of each of the Loan Parties and Lender and their respective
heirs, administrators, successors and assigns; provided, however, that none of
such entities may not transfer its rights under this Agreement to any other
person without the prior written consent of Lender.

         18. CHOICE OF LAW. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CONFLICTS OF LAWS PRINCIPLES.

         17. AMENDMENT AND WAIVER. No provision of this Agreement (including,
without limitation, any of the documents that are attached hereto in the form of
exhibits) may be amended, modified, supplemented, changed, waived, discharged or
terminated unless each party hereto consents in writing.

         18. FURTHER ASSURANCES. Each of the Loan Parties shall from time to
time execute and deliver all such other documents, instruments and assurances
hereof and take all such other actions as may be necessary or reasonably
required by Lender to carry into force and effect the purpose and intent of this
Agreement.

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<PAGE>   11

         19. AGREEMENT CONTROLLING. In the event of a conflict between the terms
and provisions of this Agreement and the terms and provisions of any of the Loan
Agreements, the terms and provisions of the Loan Agreement shall control.

         20. ENTIRE AGREEMENT. This Agreement (including its recitals and
exhibits) constitutes the entire agreement between the parties with respect to
the subject matter hereof, and this Agreement (including its recitals and
exhibits) supersedes all previous negotiations, discussions and agreements
between the parties with respect to the waiver of defaults, and no parol
evidence of any prior or other agreement with respect thereto shall be permitted
to contradict or vary the terms hereof.

         21. COUNTERPART EXECUTION. This Agreement may be executed in any number
of counterparts with the same effect as if all parties hereto had signed the
same document. All such counterparts shall be construed together and shall
constitute one instrument. In making proof here of it shall only be necessary to
produce one such counterpart.

         22. HEADINGS. The headings of the sections, paragraphs and subdivisions
of this Agreement are for the convenience of reference only, and are not to be
considered a part hereof and shall not limit or otherwise affect any of the
terms hereof.

         23. NO ORAL AGREEMENTS. THIS AGREEMENT REPRESENTS THE FINAL AGREEMENT
BETWEEN THE PARTIES WITH RESPECT TO THE TRANSACTIONS THEREIN DESCRIBED AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.




         IN WITNESS WHEREOF, the parties hereto have caused the Agreement to be
duly executed by their respective duly authorized officers to be effective as of
the date first above written.



                               BORROWER AND OBLIGATED PARTY:

                               UNIMARK FOODS, INC., a Texas corporation

                               By:
                                 -----------------------------------
                               Name:
                                   ---------------------------------
                               Title:
                                    --------------------------------





                                       11
<PAGE>   12

                                     LENDER:


              COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.,
              "RABOBANK NEDERLAND," NEW YORK BRANCH, A NEW YORK STATE LICENSED
              BRANCH OF A NETHERLANDS COOPERATIVE BANKING ORGANIZATION

                  BY:
                    ---------------------------------------
                           ROBERT STEVENS, VICE PRESIDENT

                  BY:
                    ---------------------------------------
                  NAME:
                      -------------------------------------
                  TITLE:
                       ------------------------------------


                  OTHER OBLIGATED PARTIES:

                  THE UNIMARK GROUP, INC.

                  BY:
                    ---------------------------------------
                  NAME:
                      -------------------------------------
                  TITLE:
                       ------------------------------------

                  UNIMARK INTERNATIONAL, INC.

                  BY:
                    ---------------------------------------
                  NAME:
                      -------------------------------------
                  TITLE:
                       ------------------------------------


                  SIMPLY FRESH FRUIT, INC.

                  BY:
                    ---------------------------------------
                  NAME:
                      -------------------------------------
                  TITLE:
                       ------------------------------------

                  GISE:
                  GRUPO INDUSTRIAL SANTA ENGRACIA, S.A. DE C.V.
                  A  MEXICAN CORPORATION

                  BY:
                    ---------------------------------------
                  NAME:
                      -------------------------------------
                  TITLE:
                       ------------------------------------


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<PAGE>   13


                  ICMOSA:
                  INDUSTRIAS CITRICOLAS DE MONTEMORELOS, S.A.
                  DE C.V., A MEXICAN CORPORATION

                  BY:
                    ---------------------------------------
                  NAME:
                      -------------------------------------
                  TITLE:
                       ------------------------------------


                  AGROMARK:
                  AGROMARK S.A. DE C.V., A MEXICAN CORPORATION

                  BY:
                    ---------------------------------------
                  NAME:
                      -------------------------------------
                  TITLE:
                       ------------------------------------





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