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Rymer Foods, Inc.
Rymer Meats, Inc.
Rymer International Seafood
4600 South Packer Avenue
Suite 400
Chicago, Illinois 60609
Attn: Mr. Ed Hebert
      President

Dear Mr. Hebert:

     1.   Reference is hereby made to that certain Forbearance Agreement and
Amendment dated as of January 7, 1996 (the "Forbearance Agreement and
Amendment") by and among Rymer Meat Inc., an Illinois corporation ("RMI"), Rymer
International Seafood Inc., an Illinois corporation ("RISI"), Rymer Foods Inc.,
a Delaware corporation ("RFI") and LaSalle National Bank, a national banking
association ("LaSalle").  A copy of such Forbearance Agreement is annexed hereto
as Exhibit A.  Capitalized terms used without definition herein shall have the
same meanings ascribed to such terms in the Forbearance Agreement and Amendment.

     2.   Pursuant to the Forbearance Agreement and Amendment, the Forbearance
Period is scheduled to terminate no later than January 27, 1996.  Each Borrower
and RFI has requested that LaSalle agree to modify the Forbearance Agreement and
Amendment.  LaSalle is willing to agree to such requests, but only subject to
the terms and conditions set forth is this Letter Agreement.

     3.   The Forbearance Agreement and Amendment is hereby amended as set forth
below:

     A.   Recital B of the Forbearance Agreement and Amendment is hereby amended
by deleting from the second line thereof the phrase "Forbearance Events of
Default" and substituting in lieu thereof the phrase "Specified Events of
Default".  All references in the Forbearance Agreement and Amendment to
"Forbearance Events of Default" are hereby amended and substituted to be
references to "Specified Events of Default".

     B.   Recital C of the Forbearance Agreement and Amendment is hereby deleted
in its entirety and the following is substituted in lieu thereof:

          "C.  Each Borrower and RFI has requested that LaSalle: (i) waive the
          Specified Events of Default in consideration for and subject to the
          payment of $25,000.00 (the "Waiver Fee") by the Borrowers to LaSalle;
          and (ii) agree to amend the Loan Agreement as provided herein."

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     C.   Section 4 of the Forbearance Agreement and Amendment is hereby deleted
in its entirety and the following is substituted in lieu thereof:

          "4.  WAIVER AND WAIVER FEE.  In consideration for payment by the
          Borrowers of the Waiver Fee, LaSalle hereby waives the Specified
          Events of Default.  Each Borrower and RFI hereby agree that payment of
          the Waiver Fee may be effected by LaSalle immediately deducting from
          any account(s) of the Borrower(s) an aggregate amount equal to the
          amount of the Waiver Fee.  Nothing in this Agreement shall be deemed
          to waive any Event of Default under the Loan Documents or this
          Agreement, whether now existing or hereafter occurring, other than the
          Specified Events of Default."

     D.   Section 5 of the Forbearance Agreement and Amendment is hereby deleted
in its entirety and the following is substituted in lieu thereof:

          "5.  COVENANT DATE.  Notwithstanding anything herein or in the Loan
          Agreement to the contrary: (i) the January 1996 test date set for the
          financial covenants in Section 9 A through 9 E (inclusive) of the Loan
          Agreement is hereby amended such that there shall be no test date for
          January 1996 and the next test date for such financial covenants shall
          be as of February 29, 1996; and (ii) it shall be deemed an Event of
          Default hereunder and under the Loan Agreement if Borrowers fail to
          deliver to LaSalle by March 20, 1996, (x) financial statements of the
          Borrowers for the period ending February 29, 1996 in such detail as is
          reasonably required by LaSalle, and (y) a compliance certificate
          signed by the chief financial officer or secretary of each of the
          Borrowers, stating that no Event of Default has occurred and no event
          which upon notice or lapse of time, or both, would constitute an Event
          of Default has occurred and is continuing for the period ending
          February 29, 1996."

     5.   Except as may be expressly set forth herein to the contrary, the
Forbearance Agreement and Amendment remains unmodified and all other terms and
conditions thereof remain in full force and effect.

          [Remainder of page intentionally left blank]

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     6.   This Letter Agreement may be signed in counterparts, each of which
shall be deemed an original and all of which shall be deemed to constitute one
agreement.  This Letter Agreement shall be deemed effective upon: (i) execution
and delivery hereof by each of the Borrowers, LaSalle and RFI; and (ii) payment
in full of the Waiver Fee to LaSalle.

                                        LASALLE NATIONAL BANK  (As Agent and
                                        Lender)


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

Hereby acknowledged, agreed and accepted, this ___ day of February, 1996, by
each of the undersigned:

RYMER MEAT INC.                                   RYMER FOODS INC. (Guarantor)

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

RYMER INTERNATIONAL SEA FOOD INC.

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By:
      -----------------
Title:
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                                    EXHIBIT A

                       Forbearance Agreement And Amendment