SECOND AMENDMENT TO
                          CREDIT AGREEMENT

                  THIS SECOND  AMENDMENT TO CREDIT  AGREEMENT,  made and entered
into as of the _____ day of May,  2000,  by and between  VIRBAC  CORPORATION,  a
Delaware corporation ("Virbac"), PM RESOURCES, INC., a Missouri corporation ("PM
Resources"),  ST. JON LABORATORIES,  INC., a California corporation ("St. JON"),
FRANCODEX LABORATORIES, INC., a Kansas corporation ("Francodex"), and VIRBAC AH,
INC., a Delaware  corporation  ("Virbac AH," and  collectively  with Virbac,  PM
Resources,  St. JON and Francodex  referred to herein as the  "Borrowers"),  and
FIRST BANK, a Missouri state banking corporation ("Bank").

                         WITNESSETH:

                  WHEREAS,  Borrowers  heretofore jointly and severally executed
and  delivered to Bank a Revolving  Credit Note dated  September 7, 1999, in the
principal amount of up to Ten Million Dollars  ($10,000,000.00),  payable to the
order of Bank as therein set forth,  which  Revolving  Credit Note has been most
recently  amended  and  restated  by that  certain  Revolving  Credit Note dated
December ___, 1999 in the principal amount of up to Twelve Million Three Hundred
Fifty Thousand Dollars  ($12,350,000.00) (as amended and restated,  the "Note");
and

                  WHEREAS,  the Note is described in a certain Credit  Agreement
dated  as of  September  7,  1999  made by and  among  Borrowers  and  Bank,  as
previously amended by an Amendment to Credit Agreement dated as of December ___,
1999 made by and among Borrowers and Bank (as amended, the "Loan Agreement," all
capitalized  terms  used  and  not  otherwise  defined  herein  shall  have  the
respective meanings ascribed to them in the Loan Agreement); and

                  WHEREAS,  Borrowers  and Bank  desire to amend  the  financial
covenants in the Loan Agreement and to make certain other amendments  thereto on
the terms and conditions set forth herein;

                  NOW,  THEREFORE,  in  consideration  of the  premises  and the
mutual  provisions and agreements  hereinafter set forth,  the parties hereto do
hereby mutually promise and agree as follows:

                  1. The definition of "Consolidated  Debt Service" in Section 2
of the Loan Agreement shall be deleted in its entirety and in its place shall be
substituted the following:

                           Consolidated  Debt Service  shall mean the sum of all
         of Virbac's and its  Consolidated  Subsidiaries'  payments of principal
         scheduled  on all long term  borrowed  money  Indebtedness  within  the
         twelve  month  period  preceding  the  date  of  any  such  calculation
         (provided  that no  principal  repayments  of Facility A Loans shall be
         included in Consolidated Debt Service and the only principal repayments
         on the  Facility B Loans to be included in  Consolidated  Debt  Service
         during the period from December 31, 1999 through June 30, 2000 shall be
         $150,000.00  on  the  last  day  of  each  February,  May,  August  and
         November),  plus Consolidated  Interest Expense during the twelve month
         period preceding the date of any such calculation,  all determined on a
         consolidated basis and in accordance with Generally Accepted Accounting
         Principles consistently applied.

                  2. The  definition  of  "Consolidated  Tangible  Net Worth" in
Section 2 of the Loan  Agreement  shall be  deleted in its  entirety  and in its
place shall be substituted the following definition of Consolidated Net Worth:

                           Consolidated  Net Worth shall mean, at any date,  the
         sum of the  consolidated  stockholders'  equities  of  Virbac  and  its
         Consolidated  Subsidiaries plus all Subordinated Debt then outstanding,
         determined in accordance with Generally Accepted Accounting  Principles
         consistently applied.

                  3. A new  definition of  "Consolidated  Senior Debt " shall be
added to  Section  2 of the  Loan  Agreement  in  proper  alphabetical  order as
follows:

                           Consolidated  Senior  Funded Debt of any Person shall
         mean, as of the date of any determination  thereof, the sum of, without
         duplication,  (a) all  Indebtedness  of such Person for borrowed  money
         (excluding any  Subordinated  Debt),  plus (b) all Indebtedness of such
         Person which has been incurred in connection with the purchase or other
         acquisition of Property  (other than unsecured  trade accounts  payable
         incurred in the ordinary course of business),  plus (c) all obligations
         of such Person under any  Capitalized  Leases,  plus (d) the  aggregate
         undrawn  face  amount of all  letters of credit  issued for the account
         and/or  upon  the   application  of  such  Person   together  with  all
         unreimbursed  drawings with respect  thereto plus (e) all Guarantees by
         such Person of Indebtedness of others, all determined on a consolidated
         basis and in accordance with Generally Accepted  Accounting  Principles
         consistently applied.

                  4. Section  7.1(i) of the Loan  Agreement  shall be deleted in
its entirety and in its place shall be substituted the following:

                  (i) Financial Covenants,  Borrower will:

                  (i) Maintain a ratio of  Consolidated  EBITDA minus  permitted
         purchases  by  Borrowers  of any of the  outstanding  capital  stock of
         Virbac during any such period  (determined on a consolidated  basis for
         Borrowers and their  Consolidated  Subsidiaries  and in accordance with
         Generally Accepted Accounting Principles  consistently applied, for the
         applicable  period  ending  on the  date of any such  calculation),  to
         Consolidated  Debt Service  (which for any such  calculations  prior to
         January 1, 2000 shall be determined using Virbac's and its Consolidated
         Subsidiaries'  actual principal reductions made or required on all long
         term borrowed money Indebtedness during the period included in any such
         calculation  instead of scheduled  principal payments during the period
         of equal length following the date of any such calculation) of at least
         (A) 1.50 to 1.0 for the four quarter  period ending  December 31, 1999,
         (B) 1.50 to 1.0 for the four quarter  period  ending  January 31, 2000,
         (C) 1.50 to 1.0 for the four quarter  period ending  February 29, 2000,
         (D) 1.75 to 1.0 for the four quarter  period ending March 31, 2000, (E)
         1.75 to 1.0 for the four quarter period ending April 30, 2000, (F) 1.75
         to 1.0 for the four quarter period ending May 31, 2000, (G) 1.75 to 1.0
         for the four quarter  period ending June 30, 2000,  and (H) 2.00 to 1.0
         for the four quarter  period  ending at each  month-end and fiscal year
         end thereafter during the Term hereof;

                  (ii)  Maintain a minimum  Consolidated  Net Worth at all times
         during  the Term  hereof of not less than the sum of:  (A)  Twenty-Five
         Million Dollars  ($25,000,000.00) , plus (B) Seventy-Five Percent (75%)
         of the Consolidated Net Income of Borrowers (with no deductions for any
         consolidated  losses  for any such  fiscal  year)  shown on  Borrowers'
         audited  consolidated   financial  statements  for  each  fiscal  year,
         commencing with the fiscal year ending December 31, 1999, such required
         increases to be cumulative for each such fiscal year;

                  (iii)  Maintain a ratio of  Consolidated  Senior  Funded  Debt
         (determined as of any such date),  to  Consolidated  Tangible Net Worth
         (determined as of any such date) of not more than 1.0 to 1.0 as of each
         fiscal quarter-end during the Term hereof; and

                  (iv) Deliver a certificate of the principal financial officers
         of each of the Borrowers  containing the financial  ratio  calculations
         required in clauses (i), (ii) and (iii) above  simultaneously  with the
         financial statements referred to in Sections 7.1(a)(i), (ii) and (iii).

                  5. The  agreements  of Bank  contained  herein  are  expressly
conditioned upon deliver by Borrowers of the following:

                  (a) the executed  original of this Second  Amendment to Credit
Agreement;

                  (b) the written  consent to these  amendments  signed by Ramon
Mulholland as holder of the  subordinated  debt,  which consent shall be in form
and substance acceptable to Bank; and

                  (c) such other documents as Bank may reasonably request.

                  6. Borrowers hereby represent and warrant to Bank that:

                  (a) The  execution,  delivery and  performance by Borrowers of
this Second  Amendment to Credit  Agreement are within the  corporate  powers of
Borrowers,  have been duly  authorized  by all  necessary  corporate  action and
require no action by or in  respect  of, or filing  with,  any  governmental  or
regulatory body, agency or official. The execution,  delivery and performance by
Borrowers of this Second  Amendment to Credit Agreement do not conflict with, or
result in a breach of the terms,  conditions or  provisions  of, or constitute a
default under or result in any violation of, and none of the Borrowers is now in
default under or in violation of, the terms of the Articles of  Incorporation or
Bylaws of such Borrower, any applicable law, any rule, regulation,  order, writ,
judgment  or  decree  of any  court or  governmental  or  regulatory  agency  or
instrumentality, or any agreement or instrument to which any of the Borrowers is
a party or by which any of them is bound or to which any of them is subject;

                  (b) This Second  Amendment to Credit  Agreement  has been duly
executed and delivered and constitutes the legal,  valid and binding  obligation
of Borrowers enforceable in accordance with its terms; and

                  (c)   As  of  the   date   hereof,   all  of  the   covenants,
representations  and warranties of Borrowers set forth in the Loan Agreement are
true and correct and no "Event of Default" (as defined  therein) under or within
the meaning of the Loan Agreement has occurred and is continuing.

                  7. All  references in the Loan  Agreement to "this  Agreement"
and any other  references  of  similar  import  shall  henceforth  mean the Loan
Agreement as amended by this Second Amendment to Credit Agreement.

                  8. This Second  Amendment to Credit Agreement shall be binding
upon and  inure to the  benefit  of the  parties  hereto  and  their  respective
successors  and  assigns,  except that  Borrowers  may not  assign,  transfer or
delegate any of their rights or obligations hereunder.

                  9. This Second Amendment to Credit Agreement shall be governed
by and construed in accordance with the internal laws of the State of Missouri.

                  10. In the event of any inconsistency or conflict between this
Second  Amendment  to  Credit  Agreement  and the  Loan  Agreement,  the  terms,
provisions and  conditions of this Second  Amendment to Credit  Agreement  shall
govern and control.

                  11. The Loan  Agreement,  as hereby amended and modified,  and
the Note,  are and shall remain the binding  obligations of Borrowers and all of
the provisions, terms, stipulations,  conditions, covenants and powers contained
therein shall stand and remain in full force and effect, except only as the same
are herein and hereby  specifically  varied or amended,  and the same are hereby
ratified and confirmed.  If any installment of principal or interest on the Note
shall not be paid when due as provided in the Note, the holder of the Note shall
be entitled to and may exercise  all rights and remedies  under the Note and the
Loan Agreement, as amended.

                  12. ORAL  AGREEMENTS  OR  COMMITMENTS  TO LOAN  MONEY,  EXTEND
CREDIT OR TO FOREBEAR FROM ENFORCING REPAYMENT OF A DEBT,  INCLUDING PROMISES TO
EXTEND OR RENEW SUCH DEBT, ARE NOT  ENFORCEABLE.  TO PROTECT  BORROWERS AND BANK
FROM ANY MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS REACHED BY BORROWERS
AND BANK COVERING SUCH MATTERS ARE CONTAINED IN THE LOAN  AGREEMENT,  AS AMENDED
BY THIS AGREEMENT,  WHICH CONSTITUTES A COMPLETE AND EXCLUSIVE  STATEMENT OF THE
AGREEMENTS  BETWEEN  BORROWERS  AND BANK EXCEPT AS BORROWERS  AND BANK MAY LATER
AGREE IN WRITING TO MODIFY.  THE LOAN  AGREEMENT,  AS AMENDED BY THIS AGREEMENT,
EMBODIES THE ENTIRE AGREEMENT AND  UNDERSTANDING  BETWEEN THE PARTIES HERETO AND
SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS (ORAL OR WRITTEN) RELATING TO
THE SUBJECT MATTER HEREOF.

                  IN WITNESS  WHEREOF,  the parties  hereto have  executed  this
instrument as of the date first written above on this _____ day of May, 2000.

                        VIRBAC CORPORATION


                        By:
                               Bruce G. Baker, Executive Vice President

                        PM RESOURCES, INC.


                        By:
                               Bruce G. Baker, Executive Vice President

                        ST. JON LABORATORIES, INC.


                        By:
                               Bruce G. Baker, Executive Vice President

                        VIRBAC AH, INC.


                        By:
                               Bruce G. Baker, Executive Vice President

                        FRANCODEX LABORATORIES, INC.


                        By:
                               Bruce G. Baker, Executive Vice President

                        FIRST BANK



                        By:
                               Traci L. Dodson, Vice President


<PAGE>



                    CONSENT TO SECOND AMENDMENT TO
                           CREDIT AGREEMENT

                  The  undersigned  hereby consents to the terms of that certain
Second Amendment to Credit Agreement (the "Amendment"), a copy of which has been
provided to the undersigned, and the undersigned acknowledges that the execution
and  delivery by Virbac  Corporation  (formerly  known as  Agri-Nutrition  Group
Limited),  PM Resources,  Inc., Virbac AH, Inc., St. JON Laboratories,  Inc. and
Francodex  Laboratories,  Inc. of said  Amendment  will not affect or impair the
undersigned's  obligations  to and  agreements  with  Bank  under  that  certain
Subordination  and  Standby  Agreement  executed  as  of  May  8,  1998  by  the
undersigned  (and as of May 14,  1998 by the  Borrowers)  in favor of Bank  (the
"Subordination Agreement"), which obligations and agreements are hereby ratified
and confirmed.  The  undersigned  further  acknowledges  and agrees that (i) all
references  in the  Subordination  Agreement to the "Loan  Agreement"  and other
references  of similar  import  shall  henceforth  mean the amended and restated
Credit Agreement dated as of September 7, 1999, as amended by the Amendment, and
as the same has been or may from time to time be further  amended;  and (ii) all
references in the Subordination Agreement to the "Senior Indebtedness" and other
references  of  similar  import  shall  henceforth  mean and  include  as Senior
Indebtedness,  the $12,350,000.00 amended and restated Revolving Credit Note, as
the  same  may  from  time to  time be  further  amended,  and the  Subordinated
Indebtedness of the undersigned is and shall remain  subordinated to such Senior
Indebtedness.

Dated:  as of May ___, 2000.




                               Ramon A. Mulholland