OPERATING AGREEMENT 

	        Of

        RED OAK FEEDERS, L.C.






<PAGE>
	TABLE OF CONTENTS


ARTICLE I. FORMATION AND TERM

ARTICLE II. OFFICES
     2.1  Principal Office
     2.2  Registered Office

ARTICLE III.  MEMBERSHIP INTERESTS AND CAPITAL
 CONTRIBUTIONS
     3.1  Membership Interests
     3.2  Initial Capital Contributions
     3.3  Additional Capital Contributions
     3.4  Loans by Members
     3.5  Limitation of Liability
     3.6  Capital Accounts
     3.7  General

ARTICLE IV.  PROFIT AND LOSS ALLOCATION
     4.1  Net Profit or Net Loss
     4.2  Allocations in General
     4.3  Distribution of Cash
     4.4  Allocations with Respect to Varying Interests

ARTICLE V.  CERTIFICATES OF MEMBERSHIP INTEREST AND  TRANSFER
     5.1  Certificates
     5.2  Certificate Register
     5.3  Transfers of Membership Interests
     5.4  Conditions Precedent to Transfer
     5.5  No Dissolution or Termination
     5.6  Prohibition of Assignment

ARTICLE VI.  MANAGEMENT

ARTICLE VII.  OFFICERS
     7.1  Number, Tenure, and Qualifications
     7.2  Vacancies
     7.3  Removal
     7.4  The President
     7.5  The Vice President
     7.6  The Secretary
     7.7  Salaries

ARTICLE VIII.  REMOVAL, WITHDRAWAL, DEATH, INCOMPETENCY
               OR BANKRUPTCY OF A MEMBER
     8.1  Dissolution of the Company and Continuance of the 
Company's Business
     8.2  Removal of a Member
     8.3  Payment to a Removed, Deceased, Bankrupt or Incompetent 
Member

ARTICLE IX.  WAIVER OF PARTITION; COVENANT NOT TO CAUSE
             DISSOLUTION
     9.1  Waiver of Partition
     9.2  Covenant Not to Withdraw or Dissolve
     9.3  Consequences of Violation of Covenant

ARTICLE X.  DISSOLUTION

ARTICLE XI.  BOOKS AND RECORDS
     11.1  Books and Records
     11.2  Right of Inspection

ARTICLE XII.  MEMBER MEETINGS
     12.1  Annual Meeting
     12.2  Regular Meetings
     12.3  Special Meetings
     12.4  Place of Meeting
     12.5  Telephonic Meeting
     12.6  Notice of Meeting
     12.7  Quorum
     12.8  Proxies
     12.9  Voting by Certain Members
     12.10  Manner of Acting
     12.11  Presumption of Assent
     12.12  Informal Action of Members

ARTICLE XIII.  MISCELLANEOUS
     13.1  Return of Capital Contribution
     13.2  Limitation of Fiduciary Obligations
     13.3  Applicable Law
     13.4  Captions
     13.5  Signatures
     13.6  Validity
     13.7  Binding Effect
     13.8  Interpretation
     13.9  Counterparts
     13.10  Amendments
     13.11  Voting of Interests
     13.12  Notices
     13.13  Waiver of Notice
     13.14  Fiscal Year
<PAGE>


       OPERATING AGREEMENT 


               OF

        RED OAK FEEDERS, L.C.


     This Operating Agreement ("Agreement") of Red Oak Feeders, 
L.C. is entered into by and among the persons executing this 
Agreement ("Members") (or any amendments or exhibits hereto as 
additional or substituted Members).

     WHEREAS, the Members who are signatory to this Agreement 
desire to form a limited liability company under the laws of the 
State of Iowa;

     NOW, THEREFORE, the Members agree as follows:


                 ARTICLE I. FORMATION AND TERM

     The Members agree to form or cause to be formed a limited 
liability company (the "Company") pursuant to the Iowa Limited 
Liability Company Act by and upon the filing of Articles of 
Organization in the form of Exhibit "A" to this Agreement with the 
office of the Iowa Secretary of State.  The duration of this 
limited liability company shall be perpetual unless sooner 
dissolved:

     (a)  by agreement of the Members; or

     (b)  by operation of law, judicial decree, or as otherwise 
provided in this Agreement.


                     ARTICLE II. OFFICES

     2.1  Principal Office.  The principal office of the Company in 
the State of Iowa shall be located at 2010 Commerce Drive, Red Oak, 
Iowa.  The Company may have such other offices, either within or 
without the State of Iowa, as the Members may designate or as the 
business of the Company may from time to time require.

     2.2  Registered Office.  The registered office of the Company 
to be maintained in the State of Iowa as required by the Iowa 
Limited Liability Company Act, may, but need not, be identical with 
the principal office of the Company in the State of Iowa.  The 
address of the initial registered office of the Company is Suite 
1100 Two Ruan Center, 601 Locust Street, Des Moines, Iowa 50309, 
and the name of its initial registered agent at such address is 
Douglas E. Gross.  The registered office and the registered agent 
may be changed from time to time by action of the Members and by 
filing the prescribed form with the Iowa Secretary of State.


    ARTICLE III.  MEMBERSHIP INTERESTS AND CAPITAL CONTRIBUTIONS

     3.1  Membership Interests.  A Member's Membership Interest in 
the Company shall be in proportion to such Member's capital 
contributions to the Company, as adjusted from time to time to 
reflect additional contributions and withdrawals.

     3.2  Initial Capital Contributions.  The initial capital 
contribution of each Member shall be as provided on Exhibit A 
attached hereto and by this reference made a part hereof.

     3.3  Additional Capital Contributions.  It is the intention of 
the Members that the Company's business and activities shall be 
conducted in such a manner that additional capital contributions 
shall not be required; to that end, the Members shall attempt to 
conduct activities in such a way that the Company's business can be 
conducted with the initial capital contributions as augmented by 
debt financing and proceeds from operations.  However, to the 
extent that additional capital contributions are required, such 
additional capital contributions may be called for by a vote of 
sixty-six and two-thirds percent (66.67%) of the Membership 
Interests outstanding.  Such additional capital contributions shall 
be payable by each Member in proportion to such Member's Membership 
Interest, unless the Members should unanimously agree that 
additional capital contributions should be made in a different 
manner, in which event the Membership Interests of the Members 
shall be adjusted accordingly.  In the event any Member shall fail 
to make any such additional capital contribution within ten (10) 
days of written demand from the remaining Members, then such Member 
shall be in breach of its obligations hereunder and the Company and 
the other Members shall have the rights and remedies set forth in 
this Agreement.

     3.4  Loans by Members.  Loans by Members to the Company shall 
not be capital contributions to the Company nor shall loans be 
credited to the Capital Account of the lending Member or entitle 
such lending Member to any increase in such Member's share of the 
Company's profits or of the distributions of the Company or subject 
such Member to any greater proportion of the losses which the 
Company may sustain.  Loans in accordance with the foregoing 
sentence shall be a debt due from the Company to such lending 
Member and shall be, together with accrued interest thereon, 
reimbursed to the Member making such loan prior to any distribution 
to the Members in connection with the dissolution of the Company.

     3.5  Limitation of Liability.  A Member shall not be subject 
to assessment nor shall a Member be personally liable for any of 
the debts or obligations of the Company or any of the losses of the 
Company beyond the Member's capital contributions and the Member's 
share of undistributed net profits of the Company.

     3.6  Capital Accounts.  A separate Capital Account shall be 
maintained for each Member.  Each Member's Capital Account shall be 
increased by:

     (a)  The cumulative amount of cash and the net fair market 
value of any property that has been contributed to the capital of 
the Company by such Member (or such Member's predecessors in 
interest); and

     (b)  The cumulative amount of the Company's net profit that 
has been allocated to such Member (or such Member's predecessors in 
interest); and

shall be decreased by:

     (a)  The cumulative amount of the Company's net loss that have 
been allocated to such Member (or predecessors in interest of such 
Member);

     (b)  The cumulative amount of cash and the fair market value 
of all other property that has been distributed to such Member (or 
predecessors in interest of such Member).

     3.7  General.  No Member shall receive any interest, salary, 
or drawing with respect to such Member's capital contributions or 
Capital Account or for services rendered on behalf of the Company 
or otherwise in such Member's capacity as a Member of the Company, 
except as otherwise provided in this Agreement.


             ARTICLE IV.  PROFIT AND LOSS ALLOCATION

     4.1  Net Profit or Net Loss.  Net profit or net loss for any 
fiscal year shall be allocated among the Members in proportion to 
such Member's Membership Interests when compared to the total 
Membership Interests of the Company (said proportional interest 
shall hereinafter be referred to as the Members' "Percentage 
Interest").

     4.2  Allocations in General.  Except as otherwise provided in 
this Agreement, all items of Company income, gain, loss, deduction, 
and any other allocations not otherwise provided for shall be 
allocated among the Members in the same proportions as they share 
net profit or net loss, as the case may be, for any fiscal year.  
For purposes of determining the net profit, net loss or any other 
items allocable to any period, net profit, net loss and any such 
other items shall be determined on a daily, monthly, or other 
basis, as determined by the Members using any permissible method 
under Section 706 of the Internal Revenue Code of 1986, as amended 
(the "Code") and the regulations promulgated thereunder (the 
"Regulations").

     4.3  Distribution of Cash.  Cash distributions shall be made 
to the Members upon the approval of the Members holding at least 
66.67% of the Membership Interests.  All cash distributions made to 
the Members shall be in accordance with their Percentage Interests.

     4.4  Allocations with Respect to Varying Interests.  
Allocations and distributions to persons who in any taxable year of 
the Company were Members for less than the entire taxable year or 
whose Percentage Interest varied during any taxable year shall be 
made in accordance with whatever reasonable method the Members may 
choose to implement the provisions of Sections 706(c) of the Code 
or similar successor provisions.  In order to accomplish this 
result, the Members may elect not to allocate any net loss 
attributable to any portion of the Company's taxable year before 
such Member acquired such Member's interest in the Company.


     ARTICLE V.  CERTIFICATES OF MEMBERSHIP INTEREST AND TRANSFER

     5.1  Certificates.  Certificates representing each Member's 
Membership Interest shall be in such form as shall be determined by 
the Members.  Such certificates shall be signed by the President 
and Secretary and shall be consecutively numbered or otherwise 
identified.  Certificates shall bear a legend which indicates that 
the Membership Interest represented by the certificate cannot be 
transferred or assigned except in compliance with this Agreement.  
In case of a lost, destroyed or mutilated certificate, a new one 
may be issued upon such terms and indemnity to the Company as the 
Members may prescribe.

     5.2  Certificate Register.  The name and address of the Member 
to whom each certificate is issued, together with the capital 
contribution and the date of issue, shall be entered in the 
Certificate Register of the Company.  Any and all changes in 
Members or their amount of capital contribution shall be reflected 
by the Secretary in the Certificate Register of the Company.

     5.3  Transfers of Membership Interests.  No Member shall sell, 
exchange or transfer such Member's Membership Interest without the 
unanimous written consent of the other Members.

     5.4  Conditions Precedent to Transfer.  Notwithstanding 
Section 5.3, no transfer of a Member's Membership Interest shall be 
effective unless and until all of the following conditions have 
been satisfied; 

     (a)  The instrument of transfer shall be in form and substance 
satisfactory to the remaining Members;

     (b)  The transferor and transferee named therein shall execute 
and acknowledge such other instrument or instruments as the 
remaining Members may deem necessary or desirable to effectuate the 
acceptance of the transferee as a Member; 

     (c)  The transferee shall execute a written acceptance of all 
of the terms and provisions of this Agreement as, and to the extent 
that, the same may have been amended; and

     (d)  The transferor or transferee shall pay all reasonable 
expenses connected with acceptance of a Member, including, but not 
limited to, legal fees and costs.

     5.5  No Dissolution or Termination.  The transfer of a 
Membership Interest in the Company pursuant to the terms of this 
Article V shall not dissolve or terminate the Company.  No Member 
shall have the right to have the Company dissolved or to have such 
Member's capital contribution returned except as provided in this 
Agreement.

      5.6  Prohibition of Assignment.  Notwithstanding the foregoing 
provisions of this Article V, no sale, exchange or transfer of a 
Member's Membership Interest may be made if the Membership Interest 
sought to be sold, exchanged or transferred, when added to the 
total of all other Membership Interests sold, exchanged or 
transferred within the period of twelve (12) consecutive months 
prior thereto, would result in the termination of the Company under 
Section 708 of the Code.  In the event of a transfer of any 
Membership Interest, the Members will determine, in their sole 
discretion, whether or not the Company will elect pursuant to 
Section 754 of the Code (or corresponding provisions of future law) 
to adjust the basis of the assets of the Company.


                    ARTICLE VI.  MANAGEMENT

     The business of the Company shall be conducted under the 
exclusive management of its Members, who shall have authority to 
act for the Company in all matters.  The Members may authorize any 
officer or officers, agent or agents, to enter into any contract or 
execute and deliver any instrument in the name of and on behalf of 
the Company, and such authority may be general or confined to 
specific instances.


                   ARTICLE VII.  OFFICERS

     7.1  Number, Tenure, and Qualifications.  The officers of the 
Company shall be a President, a Vice President and a Secretary and 
such other officers as the Members shall determine.  Any two or 
more offices may be held by the same person.  The initial officers 
of the Company shall be named in the minutes of the organizational 
meeting of the Members of the Company and shall hold office until 
the first annual meeting of the Members.  At the first annual 
meeting of the Members and at each annual meeting thereafter the 
Members shall elect officers to hold office for the term for which 
elected, and until the successors of such officer shall have been 
elected and qualified.  Officers need not be residents of the State 
of Iowa or Members of the Company.

     7.2  Vacancies.  Any vacancy occurring in an officer position 
shall be filled by election at an annual meeting or at a special 
meeting of Members called for that purpose.  An officer elected to 
fill a vacancy shall be elected for the unexpired term of such 
officer's predecessor in office.  Election or appointment of an 
officer shall not of itself create contract rights.

     7.3  Removal.  Any officer elected or appointed by the Members 
may be removed by the Members whenever in the judgment of the 
Members the best interests of the Company would be served thereby, 
but such removal shall be without prejudice to the contract rights, 
if any, of the person so removed.

     7.4  The President.  The President of the Company shall be 
responsible for the general overall supervision of the business and 
affairs of the Company.  The President may sign, on behalf of the 
Company, such deeds, mortgages, bonds, contracts or other 
instruments which have been appropriately authorized to be executed 
by the Members, except in cases where the signing or execution 
thereof shall be expressly delegated by the Members by this 
Agreement or by law to some other officer or agent of the Company; 
and, in general, the President shall perform such duties as may be 
prescribed by the Members and/or Members from time to time.  The 
specific authority and responsibility of the President shall also 
include the effectuation of this Agreement by executing and filing 
with the Articles of Organization of the Company with the Iowa 
Secretary of State.  

     7.5  The Vice President.  If one or more vice presidents are 
elected by the Members, the Vice President (or in the event there 
be more than one vice-president, the vice president in the order 
designated, or in the absence of any designation, then in the order 
of their election) shall perform the duties of the President in the 
event of the President's absence, death, inability or refusal to 
act.  When so acting, the Vice President shall have all the powers 
of and be subject to all the restrictions upon the President; and 
in addition thereto, shall perform such other duties as may be 
assigned by the President or by the Members, or as may be 
prescribed in this Agreement.

     7.6  The Secretary.  The Secretary shall: (a) keep the minutes 
of the Members' meetings in one or more books provided for that 
purpose; (b) see that all notices are duly given in accordance with 
the provisions of this Agreement or as required by law; (c) be 
custodian of the Company records; (d) have general charge of the 
Certificate Register; and (e) in general, perform all duties 
incident to the office of Secretary and such other duties as from 
time to time may be assigned by the Members.

     7.7  Salaries.  The salaries of the officers shall be fixed 
from time to time by the Members and no officer shall be prevented 
from receiving such salary by reason of the fact that such officer 
is also a Member of the Company.


     ARTICLE VIII.  REMOVAL, WITHDRAWAL, DEATH, INCOMPETENCY
                 OR BANKRUPTCY OF A MEMBER

     8.1  Dissolution of the Company and Continuance of the 
Company's Business.  The removal, death or dissolution, 
adjudication of incompetence or adjudication of bankruptcy of a 
Member shall immediately dissolve the Company unless a majority in 
interest of the remaining Members agree to continue the business of 
the Company.

     8.2  Removal of a Member.  In the event that any Member has 
breached its obligations hereunder, has committed any act of fraud, 
or has committed and not, within a reasonable period of time 
remedied, any act of bad faith or gross negligence in carrying out 
its duties as a Member hereunder, then upon the unanimous 
affirmative vote of the other Members, such breaching Member may be 
removed, provided such removal will not jeopardize the tax status 
of the Company. 

     8.3  Payment to a Removed, Deceased, Bankrupt or Incompetent 
Member.  If a Member has: (a) been removed pursuant to Section 8.2; 
(b) died or been dissolved; (c) been adjudicated as incompetent or 
(d) adjudicated as bankrupt (such Member and any legal successor 
and/or representative of such Member to be referred to as a 
"Terminated Member" and such an event to be referred to as a 
"Terminating Event"), and if the business of the Company is 
continued, the Terminated Member shall be entitled to receive from 
the remaining Members an amount equal to the book value of all 
Company assets as of the date of the Terminating Event, multiplied 
by the Terminated Member's Percentage Interest.


     ARTICLE IX.  WAIVER OF PARTITION; COVENANT NOT TO CAUSE
                        DISSOLUTION

     9.1  Waiver of Partition.  Except as otherwise expressly 
provided in this Agreement, no Member shall directly or indirectly 
take any action to require partition or appraisal of the Company or 
of any of its assets or properties or cause the sale of any Company 
property, and, notwithstanding any provisions of applicable law to 
the contrary, each Member hereby irrevocably waives any and all 
rights to maintain any action for partition or to compel any sale 
with respect to such Member's Membership Interest in the Company, 
or with respect to any assets or properties of the Company.

     9.2  Covenant Not to Withdraw or Dissolve.  Notwithstanding 
any provision of law, each Member hereby covenants and agrees that 
the Members have entered into this Agreement based on their mutual 
expectation that all Members will continue as Members and carry out 
the duties and obligations undertaken by them hereunder and that, 
except as otherwise expressly stated in this Agreement, no Member 
shall withdraw from the Company, be entitled to demand or receive a 
return of such Member's capital contributions or exercise any power 
to dissolve the Company without the unanimous consent of the 
Members.

     9.3  Consequences of Violation of Covenant.  If a Member 
attempts to: (i) cause a partition in breach of Section 9.1 above 
or (ii) withdraw from the Company or dissolve the Company in breach 
of Section 9.2 hereof, the Company shall continue and the Member 
attempted such a breach shall be liable to the Company and 
remaining Members for any damages caused by said breach.


                     ARTICLE X.  DISSOLUTION

	Upon dissolution of the Company, the liabilities of the 
Company shall be paid or otherwise provided for, and any remaining 
assets shall be distributed as provided in Article IV of this 
Agreement.


                  ARTICLE XI.  BOOKS AND RECORDS

     11.1  Books and Records.  The books and records of the Company 
shall be kept at the principal office of the Company or at such 
other places, within or without the state of Iowa, as the Members 
shall from time to time determine.

     11.2  Right of Inspection.  Any Member of the Company shall 
have the right to examine at any reasonable time or times for any 
purpose, the books and records of account, minutes and records of 
Members and to make copies thereof.  Such inspection may be made by 
any agent or attorney of the Member.  Upon the written request of 
any Member of the Company, the Members shall mail to such Member 
the Company's most recent financial statements, showing in 
reasonable detail the Company's assets and liabilities and the 
results of the Company's operations.


                    ARTICLE XII.  MEMBER MEETINGS

     12.1  Annual Meeting.  The annual meeting of the Members shall 
be held within one hundred twenty (120) days after the close of the 
fiscal year of the Company each year for the purpose of electing 
officers and for the transaction of such other business as may come 
before the meeting.  If the day fixed for the annual meeting shall 
be a legal holiday, such meeting shall be held on the next 
succeeding business day.  If the election of officers shall not be 
held on the day designated herein for the annual meeting of the 
Members, or at any adjournment thereof, the Members shall cause the 
election to be held at a special meeting of the Members as soon 
thereafter as it may conveniently be held.

     12.2  Regular Meetings.  The Members may, by resolution, 
prescribe the time and place for the holding of regular meetings 
and may provide that the adoption of such resolution shall 
constitute notice of such regular meetings.  If the Members do not 
prescribe the time and place for the holding of regular meetings, 
such regular meetings shall be held at the time and place specified 
by the Members in the notice of each such regular meeting.

     12.3  Special Meetings.  Special meetings of the Members, for 
any purpose or purposes, unless otherwise prescribed by statute, 
may be called by any two Members.

     12.4  Place of Meeting.  The Members may designate any place, 
either within or without the State of Iowa, as the place of meeting 
for any annual meeting or for any special meeting called by the 
Members.  If no designation is made, or if a special meeting be 
otherwise called, the place of meeting shall be the registered 
office of the Company in the State of Iowa.

     12.5  Telephonic Meeting.  Members of the Company may 
participate in any meeting of the Members by means of conference 
telephone or similar communication if all persons participating in 
such meeting can hear one another for the entire discussion of the 
matter to be voted upon.  Participating in a meeting pursuant to 
this Section shall constitute presence in person at such meeting.

     12.6  Notice of Meeting.  Notice shall be given for each 
annual or special meeting to each Member entitled to vote at such 
meeting stating the place, day and hour of the meeting and, in case 
of a special meeting, the purpose or purposes for which the meeting 
is called.  Such notice shall be given not less than ten (10) nor 
more than sixty (60) days before the date of the meeting in 
writing, unless oral notice is reasonable under the circumstances. 
 If mailed, such notice shall be deemed to be delivered when 
deposited in the United States mail, addressed to the Member's 
address as it appears on the membership list maintained by the 
Company, with postage thereon prepaid.

     12.7  Quorum.  At any meeting of the Members, a majority of 
the Membership Interests, as determined by reference to the 
Certificate Register, represented in person or by proxy, shall 
constitute a quorum.  If less than said majority of the Membership 
Interests are represented at a meeting, a majority of the 
Membership Interests so represented may adjourn the meeting from 
time to time without further notice.  At such adjourned meeting at 
which a quorum shall be present or represented, any business may be 
transacted which might have been transacted at the meeting as 
originally notified.  The Members present at a duly organized 
meeting may continue to transact business until adjournment, 
notwithstanding the subsequent withdrawal of Members to leave less 
than a quorum.

     12.8  Proxies.  At all meetings of Members, a Member may vote 
by proxy executed in writing by the Member or by such Member's duly 
authorized attorney-in-fact.  Such proxy shall be filed with the 
President of the Company before or at the time of the meeting.  No 
proxy shall be valid more than three months from date of execution, 
unless otherwise provided in the proxy.

     12.9  Voting by Certain Members.  Membership Interests held in 
the name of a corporation, partnership or company may be voted by 
such office, partner, agent or proxy as the Bylaws of such entity 
may prescribed or, in the absence of such provision, as the Board 
of Directors or other governing body of such entity may determine. 
 Membership Interests held by a trustee, personal representative, 
administrator, executor, guardian or conservator may be voted by 
such person, either in person or by proxy, without a transfer of 
the Membership Interest into the name of such person.

     12.10  Manner of Acting.  The act of Members holding a 
majority of the Membership Interests of the Company present at a 
meeting at which a quorum is present shall be the act of the 
Members; provided, however, that approval of all Members shall be 
required for any of the following:

     (a)  To require an additional capital contribution from any 
Member in excess of $10,000 or any series of capital contributions 
from any member in any 12 month period in excess of $25,000.

     (b)  To approve the purchase of any capital asset or group of 
capital assets with an aggregate cost in excess of $100,000.

     12.11  Presumption of Assent.  A Member present at a meeting 
of the Members at which action on any matter is taken shall be 
presumed to have assented to the action taken, unless the dissent 
of such Member shall be entered in the minutes of the meeting or 
unless such Member shall file a written dissent to such action with 
the person acting as the secretary of the meeting before the 
adjournment thereof or shall forward such dissent by certified mail 
to the secretary of the meeting immediately after the adjournment 
of the meeting.  Such right to dissent shall not apply to a Member 
who voted in favor of such action.

     12.12  Informal Action of Members.  Unless otherwise provided 
by law, any action required to be taken at a meeting of the 
Members, or any other action which may be taken at a meeting of the 
members, may be taken without a meeting if a consent in writing, 
setting forth the action so taken, shall be signed by all the 
Members entitled to vote with respect the subject matter thereof.

                   ARTICLE XIII.  MISCELLANEOUS

     13.1  Return of Capital Contribution.  A Member shall not have 
the right to demand the return of capital contribution except upon 
dissolution of the Company and liquidation of its assets; in no 
event shall a Member have the right to demand and receive property 
other than cash in return for its capital contribution.

     13.2  Limitation of Fiduciary Obligations.  None of the 
Members shall have any fiduciary obligation with respect to the 
Company or to any other Members to make business opportunities 
available to the Company or to any other Members.

     13.3  Applicable Law.  This Agreement and the rights and 
obligations of the parties hereunder shall be construed and 
interpreted in accordance with the laws of the State of Iowa.

     13.4  Captions.  Paragraphs, titles, or captions in no way 
define, limit, extend or describe the scope of this Agreement nor 
the intent of any of its provisions.

     13.5  Signatures.  Any check, draft, contract, evidence of 
indebtedness, deed, mortgage, deed of trust, lease, contract of 
sale, bill of sale, or other similar document shall be executed for 
the Company by the President and countersigned by the Secretary.

     13.6  Validity.  If any provision of this Agreement, or the 
application of such provision to any person or circumstance, shall 
be held invalid or unenforceable, the remainder of this Agreement, 
or the application of such provision to persons or circumstances 
other than those as to which it is held invalid or unenforceable, 
shall not be affected thereby.

     13.7  Binding Effect.  This Agreement shall inure to and bind 
all Members, as well as their estates, heirs, personal 
representatives, successors and assigns.

     13.8  Interpretation.  As used herein, the masculine includes 
the feminine and neuter and the singular includes the plural.

     13.9  Counterparts.  This Agreement or any certificate or 
amendment pursuant thereto may be executed in counterparts, all of 
which taken together shall be deemed one original agreement, and 
shall be binding upon all parties hereto notwithstanding that all 
parties are not signatory to the same counterpart.

     13.10  Amendments.  This Agreement may be altered, amended, 
restated, or repealed and a new Operating Agreement may be adopted 
by unanimous action of the Members, after notice and opportunity 
for discussion of the proposed alteration, amendment, restatement, 
or repeal.

     13.11  Voting of Interests.  Subject always to the specific 
directions of the Members, any interest issued by any other legal 
entity which is owned or controlled by the Company may be voted at 
any meeting of such other entity by the President of the Company if 
the President be present, or in absence of the President by the 
Secretary of the Company.  Whenever, in the judgment of the 
President, or in absence of the President of the Secretary, that it 
is desirable for the Company to execute a proxy or give a consent 
in respect to any legal interest issued by any other entity and 
owned by the Company, such proxy or consent shall be executed in 
the name of the Company by the President of the Company and shall 
be attested by the Secretary of the Company without necessity of 
any authorization by the Members or Members.  Any person or persons 
designated in the manner above stated as the proxy or proxies of 
the Company shall have full right, power, and authority to vote the 
legal interest issued by such other entity and owned by the Company 
the same as if such legal interest might be voted by the Company.

     13.12  Notices.  All notices under this Agreement shall be in 
writing and shall be effective either upon personal delivery or if 
sent by registered or certified mail, postage prepaid, addressed to 
the last known address of the party to whom such notice is to be 
given.

     13.13  Waiver of Notice  Whenever any notice is required to be 
given pursuant to the provisions of the Act, the Articles of 
Organization of the Company or this Agreement, a waiver thereof, in 
writing, signed by the person or entity entitled to such notice, 
whether before or after the time stated therein, shall be deemed 
equivalent to the giving of such notice.

     13.14  Fiscal Year.  The fiscal year of the Company shall be 
from January 1 through December 31 of each year.


                        RATIFICATION

     The undersigned, being the sole Member of RED OAK FEEDERS, 
L.C., an Iowa limited liability company, by signing below, hereby 
evidence its adoption and ratification of the foregoing Agreement. 

     Executed by the Member on the date indicated.

RED OAK HEREFORD FARMS, INC.


By:  						
         Gordon M. Reisinger, President

<PAGE>

Exhibit "A"


		     Member						   Contribution


1.          Red Oak Hereford Farms, Inc.                  $100,000