PARTNERSHIP AGREEMENT	
	        OF			
	  QUALITY FEEDERS


This Partnership Agreement is made and entered into as of 
                 , 1997, by and between Moorman's Quality Feeders, 
LLC, an Illinois limited liability company ("Moorman") and Red Oak 
Feeders, L.C., an Iowa limited liability company ("Red Oak") 
(Moorman and Red Oak, collectively, the "Partners").

     WITNESSETH:

     WHEREAS, Moorman and Red Oak desire to organize and operate a 
business for the purposes of purchasing, buying, feeding, raising 
and selling cattle; and

     WHEREAS, in order to organize and operate such business 
Moorman and Red Oak have agreed to form a general partnership which 
shall be conducted upon the terms and conditions set forth herein. 

     NOW, THEREFORE, in consideration of the premises and the 
covenants and agreements hereinafter set forth, the Members hereby 
agree as follows:

     Section 1.     The Partnership

     1.01   Organization. The Partners agree to form and constitute 
a partnership as a general partnership (the "Partnership") 
pursuant to and in accordance with the Act.

     1.02   Name.  The name of the Partnership is Quality Feeders.

     1.03   Principal Office.  The address of the principal business 
office of the Partnership within the State of Illinois shall be 
1000 North 30th Street, Quincy, Illinois or such other address as 
may be designated from time to time by the Management Committee. 
 

     1.04   Duration.  The duration of the Partnership shall be 
perpetual, unless the Partnership is earlier dissolved (i) in 
accordance with either the provisions of this Agreement or the Act 
or (ii) by either Partner, at any time, by written notice of such 
dissolution given by the dissolving Partner to the other Partner(s) 
not less than sixty (60) days prior to the dissolution date. 

     1.05   Purposes.  The purposes of the Partnership is to engage 
in the business of purchasing, buying, feeding, raising and selling 
cattle, including acquiring option contracts and/or futures 
contracts thereon; and to engage in such other activities and 
businesses as may be necessary or desirable in furtherance of the 
foregoing purposes or as may be incidental or related thereto.
<PAGE>



     1.06   Purposes Limited.  The Partnership is to be engaged in 
business only for the purposes specified in Section 1.05 hereof. 
 Except as otherwise provided in this Partnership Agreement, the 
Partnership shall not engage in any other activity or business and 
no Partner shall have any authority to hold itself out as a general 
agent of another Partner in any business or activity.  The Partners 
shall use the Partnership's credit and assets only for the benefit 
of the Partnership and none of the Partnership's Assets shall be 
transferred or encumbered for or in payment of any individual 
obligation of a Partner.

     1.07   Title To Property.  All real and personal property owned 
by the Partnership shall be owned by the Partnership as an entity 
and, insofar as permitted by applicable law, no Partner shall ahve 
any ownership interest in such property in its individual name or 
right, and each Partner's interest in the Partnership shall be 
personal property for all purposes

     1.08   Definitions.  The following capitalized terms used in 
this Agreement shall have the following meanings:

     (a)   "Accountants" shall mean an independent firm of certified 
public accountants to be agreed upon by Moorman and Red Oak. 

     (b)   "Act" shall mean the Illinois Uniform Partnership Act, as 
set forth in 805 ILCS 205/1 et. seq., as amended from time to time 
(or any corresponding provision of succeeding law.) 

     (c)   "Adverse Act" means, with respect to any Partner, any of 
the following:

          (i)  A failure of such Partner to make any Capital 
     Contribution required pursuant to Sections 5.01 and 5.02 of 
     this Agreement and the election by the Nondefaulting Partner 
     under Section 5.03(a) or (b) to treat such failure as an 
     Adverse Act (to the extent that the provisions thereof are not 
     complied with by the Defaulting Partner);

          (ii)  A transfer of all or any portion of a Partner's 
     Interest in the Partnership except as permitted by this 
     Agreement;

          (iii)  An Event of Bankruptcy with respect to such 
     Partner;

          (iv)  Any termination (including a merger in which such 
     Entity is not the survivor) or dissolution of a Entity which 
     is a Partner unless substantially all assets of the terminated 
     or dissolved Person are transferred to a Person who is a 
     permitted transferee under Section 13.02; 

          (v)  Any attempt by a Partner to (x) cause a partition in 
     breach of Section 13.06 hereafter, or (y) withdraw from the 
     Partnership, except as otherwise permitted herein or dissolve 
     the Partnership in breach of Section 13.07;

          (vi)  The failure of either party to furnish the 
     Certification provided for in Section 12.03 hereof, or the 
     submission of a false, inaccurate or fraudulent Certification;

          (vii)  Default by a Partner or an Affiliate of a 
     Partner under an Interested Party Contract as defined in 
     Section 10 (after giving effect to any applicable period of 
     grace); or

          (viii)  Default by a Partner in the performance of any 
     of its other obligations or duties hereunder, but only if such 
     default has a material adverse effect on the condition 
     (financial or other), business properties, net worth or 
     results of operations of the Partnership, taken as a whole.

     (d)   "Agreement" means this Agreement of Partnership, as 
amended from time to time.

     (e)   "Affiliate" shall mean, with respect to any Person, (i) 
any Person directly or indirectly controlling, controlled by or 
under a common control with such Person, (ii) any Person owning or 
controlling 10% or more of the outstanding voting securities of 
such Person, (iii) any officer, director or general partner of such 
Person, or (iv) any Person who is an officer, director, general 
partner, trustee or holder of 10% or more of the voting securities 
of any Person described in clauses (i) through (iii) of this 
sentence.

      (f)   "Anniversary Date" shall mean the same day and month as 
the date of this Agreement occurring in any subsequent year.

     (g)   "Capital Account" shall mean, with respect to any 
Partner, the Capital Account maintained for such Person in 
accordance with the provisions set forth in Section 7 hereof.

     (h)   "Capital Contribution" shall mean, with respect to any 
Partner any contribution to the capital of the Partnership in cash 
or property by a Partner whenever made.  "Initial Capital 
Contribution" shall mean the initial contribution, by a Partner to 
the capital of the Partnership pursuant to this Agreement.

     (i)   "Code" shall mean the Internal Revenue Code of 1986, as 
amended, or corresponding provisions of any subsequent superseding 
federal revenue laws.

     (j)   "Distributable Cash" shall mean all cash, revenues and 
funds received by the Partnership from Partnership operations, less 
the sum of the following to the extent paid or set aside by the 
Partnership: (i) all principal and interest payments on 
indebtedness of the Partnership and all other sums paid to lenders; 
(ii) all cash expenditures incurred in the normal operation of the 
Partnership's business; (iii) such Reserves as the Management 
Committee deem reasonably necessary for the proper operation of the 
Partnership's business.  "Distributable Cash" shall not be reduced 
by depreciation or other similar non-cash allowances, but shall be 
increased by any reduction of Reserves previously established.

     (k)   "Entity" shall mean any general partnership, limited 
partnership, limited liability company, corporation, joint venture, 
trust, business trust, cooperative, association, foreign trust or 
foreign business organization.

     (l)   "Event of Bankruptcy" shall mean, with respect to any 
Person, any of the following:

          (i)   Filing a voluntary petition in bankruptcy or for 
     reorganization or for the adoption of an arrangement under the 
     Bankruptcy Code (as now or in the future amended) or an 
     admission seeking the relief therein provided;

          (ii)   Making a general assignment for the benefit of 
     creditors;

          (iii)   Consenting to the appointment of a receiver for 
     all or a substantial part of such Person's property;

          (iv)   In the case of the filing of an involuntary petition 
     in bankruptcy, an entry of an order for relief;

          (v)   The entry of a court order appointing a receiver or 
     trustee for all or a substantial part of such Person's 
     property without its consent; or

          (vi)   The assumption of custody or sequestration by a 
     court of competent jurisdiction of all or substantially all of 
     such Person's property.

     (m)   "Fundamental Issue" shall mean decisions and actions 
which would have a material impact on the Partnership including, 
specifically, the following matters:

          (i)   Incurring, or becoming liable in respect of, 
     increasing, modifying, or extending any loan or other 
     indebtedness of the Partnership, whether secured or unsecured, 
     including borrowings for working capital purposes;

          (ii)   Acquiring, whether by purchase or otherwise, or 
     leasing, whether as lessor or lessee, any real property;

          (iii)   Acquiring or leasing any personal property 
     other than in the ordinary course of business;

          (iv)   Selling, leasing or otherwise conveying or 
     transferring any material Partnership Assets, other than in 
     the ordinary course of business, or granting any options, 
     rights of first refusal, mortgages, pledges, security 
     interests or other encumbrances with respect to such 
     Partnership Assets;

          (v)   Making any loans, extending any credit or becoming 
     a guarantor, surety or endorser, to or for any Person 
     (including any Partner) except for normal trade credit 
     extended, and customary endorsements for deposit of 
     instruments received, in the ordinary course of business;

          (vi)   Confessing any judgment against the Partnership, 
     releasing, compromising, assigning or transferring any claims, 
     rights or benefits of the Partnership, submitting a 
     Partnership claim to arbitration (other than pursuant to 
     customary trade association rules to which the Partnership 
     becomes subject in the ordinary course of business), or 
     submitting a Partnership claim to litigation;

          (vii)   Entering into, terminating or materially 
     amending any contract, commitment or obligation (other than 
     those contracts made in the ordinary course of business);

          (viii)   Entering into or engaging in any business other 
     than that described in Section 1.05 hereof;

          (ix)   Entering into or amending any Interested Party 
     Contracts as described in Section 10 hereof;

          (x)   Making any elections for tax purposes, including any 
     elections pursuant to Section 754 of the Code;

          (xi)   Distributing any cash or Partnership Assets, other 
     than as provided in this Agreement, or establishing any 
     Reserves;

          (xii)   Admitting a new Partner to the Partnership;

          (xiii)   Making additional Capital Contributions to the 
     Partnership, either proportionately or disproportionately;	

          (xiv)   Doing any act in contravention of this 
     Agreement or which would make it impossible or unreasonably 
     burdensome to carry on the business of the Partnership; or

          (xv)   Entering into any amendment, modification, revision, 
     supplement, rescission or termination with respect to any of 
     the foregoing.

     (n)   "GAAP" shall mean United States generally accepted 
accounting principles as in effect from time to time.	


     (o)   "Impasse" shall mean the failure of the Partners or the 
Management Committee to consent or agree upon a Fundamental Issue 
which has been placed before the Partners or the Management 
Committee for approval, provided that such failure to consent or 
agree on such Fundamental Issue makes it impossible or unreasonably 
burdensome to continue to carry on the business of the Partnership 
as contemplated by this Agreement.  An Impasse shall occur on the 
day after the Management Committee or Partners, as the case may be, 
fail to approve or act upon the Fundamental Issue being considered.


     (p)   "Management Committee" means the Management Committee of 
the Partnership established pursuant to Section 2.01 of the Act. 

     (q)   "Partners" shall mean those Persons who executes a 
counterpart of this Agreement as a Partner and each of the parties 
who may hereafter become Partners "Partner" means any one of the 
Partners.  

     (r)   "Partnership" means the general partnership formed by 
this Agreement and the partnership continuing the business of this 
Partnership in the event of dissolution as herein provided.  Words 
such as "herein", "hereafter", "hereto", "hereof" and 
"hereunder" refer to this Agreement as a whole, unless the context 
otherwise requires.

     (s)   "Partner's Interest" shall mean a Partner's entire 
interest in the Partnership including, without limitation, the 
right to participate in the management of the business and affairs 
of the Partnership, including the right to vote on, consent to, or 
otherwise participate in any decision or action of or by the 
Partners granted pursuant to this Agreement and the Act.

     (t)   "Partnership Assets" shall mean all real and personal 
property acquired by the Partnership and any improvements thereto, 
and shall include both tangible and intangible property.

     (u)   "Percentage Interest" shall mean, for any Partner, its 
percentage interest in the Partnership based upon its Capital 
Contributions thereto as set forth in Section 5 and as the same may 
be changed, from time to time, based upon additional Capital 
Contributions made by one or more Partners as unanimously agreed to 
by the Partners.

     (v)   "Person" shall mean any individual or Entity, and the 
heirs, executors administrators, legal representatives, successors 
and assigns of such "Person" where the context so permits.

     (w)   "Prime Interest Rate" shall mean the highest domestic 
prime rate of interest per annum as reported or published from time 
to time in the money rates section of the Midwest Edition of The 
Wall Street Journal, or its successor.

     (x)   "Profits" and "Losses" shall mean, for each fiscal year 
or other period, an amount equal to the Partnership's taxable 
income or loss for such year or period, determined in accordance 
with (i) Code 703(a) (for this purpose, all items of income, gain, 
loss or deduction required to be stated separate pursuant to Code 
Section 703(a)(1) shall be included in taxable income or loss); and 
(ii) GAAP employed under the accrual method of accounting. 


     (y)   "Regulations" shall mean proposed, temporary and final 
income tax regulations promulgated under the Code, as such 
Regulations may be amended from time to time (including 
corresponding provisions of succeeding regulations).

     (z)   "Reserves" shall mean funds set aside or amounts 
allocated to reserves which shall be maintained in amounts deemed 
sufficient by the Managers for working capital and to pay taxes, 
insurance, debt service or other costs or expenses incident to the 
ownership or operation of the Company's business.

     Section 2   Management and Operations

     2.01   Management Committee.  The business and affairs of the 
Partnership shall be managed by a Management Committee. Except as 
may otherwise be provided herein, the Management Committee shall 
(a) direct, manage and control the business, affairs and properties 
of the Partnership; (b) have full and complete authority, power and 
discretion with respect thereto; (c) make all decisions regarding 
those matters; and (d) perform any and all other acts or activities 
customary or incidental to the management of the Partnership's 
business.  

     2.02   Number, Tenure and Qualifications.  The Management 
Committee shall consist of four (4) members, with each Partner 
appointing two (2) such members.  All appointments by a Partner of 
its members to serve on the Management Committee shall be made by 
written notice delivered to the other Partner.  Each Partner may 
remove and/or replace any or all of its members on the Management 
Committee at any time by written notice to the other Partner.  The 
number of members of the Management Committee shall be fixed from 
time to time by the unanimous vote of the Partners, but in no 
instance shall there be less than two (2) members (i.e. one being 
appointed by each Partner); and provided, further, that any 
increase in the number of members of the Management Committee shall 
be in multiples equal to the number of Partners which are then 
parties to this Agreement.

     2.03   Meetings.  The Management Committee shall meet not less 
frequently than quarterly at such time and place as they may 
determine.   Meetings of the Management Committee shall be called 
by any two (2) members of the Management Committee upon written 
notice to the other members at any time.  Notice of such meetings 
of the Management Committee shall be delivered to each member not 
less than ten (10) business days before the date on which the 
meeting is to be held, which notice shall specify the time, 
location and, if a special meeting, the purpose thereof.  Notice of 
any meeting may be waived in writing by any member of the 
Management Committee entitled thereto.

     2.04   Quorum.  The attendance of all members of the 
Management Committee appointed by the Partners shall constitute a 
quorum for the transaction of business.


     2.05   Telephonic Meetings.  A member of the Management 
Committee may participate in any meetings thereof by means of 
conference telephone or similar communications equipment enabling 
all members of the Management Committee participating in the 
meeting to hear one another.  Participation in a meeting pursuant 
to this section shall constitute presence in person at such 
meeting.

     2.06   Manner of Acting.  All matters requiring an affirmative 
vote or the approval of the Management Committee shall be deemed 
approved only upon a majority vote of all members of the Management 
Committee present at a meeting at which a quorum is present.  Any 
decision of the Management Committee may be made without a meeting 
in person if all members of the Management Committee are notified 
of the issue(s) to be decided and if such decision(s) are first 
approved by the Management Committee, either in writing or during 
a telephone conference call or similar means of communications 
allowing the members of the Management Committee participating in 
the meeting to hear each other at the same time.  Any decisions or 
actions so approved by the Management Committee, other than at a 
meeting in which a quorum is present in person, shall be documented 
by a consent in writing setting forth the actions or decisions 
taken and signed by all of the Management Committee.

     2.07   Certain Powers of Management Committee.  Without limiting 
the generality of Section 2.01, the Management Committee shall have 
power and authority, on behalf of the Partnership, to decide all 
Fundamental Issues to the extent allowed by the Act and otherwise:

          (a)  To purchase liability and other insurance to protect the 
               Partnership's Assets and business;

          (b)  To hold and own Partnership Assets in the name of the 
               Partnership;

          (c)  To invest Partnership funds in time deposits, short-term 
               governmental obligations, commercial paper or other 
               prudent, low risk money market investments;

          (d)  To execute on behalf of the Partnership all instruments 
               and documents, including, without limitation, checks; 
               drafts; notes and other negotiable instruments; mortgages 
               or deeds of trust; security agreements; financing 
               statements; documents providing for the acquisition, 
               mortgage or disposition of the Partnership's Assets; ass-
               ignments, bills of sale; leases; and any other 
               instruments or documents necessary to the business of the 
               Partnership;

          (e)  To employ accountants, legal counsel, managing agents or 
               other experts to perform services for the Partnership; 
               and

          (f)  To do and perform all other acts as may be necessary or 
               appropriate to the conduct of the Partnership's business 
               consistent with its purposes.


     Unless authorized to do so by this Agreement or by the 
Management Committee, no attorney-in-fact, employee or other agent 
of the Partnership shall have any power or authority to bind the 
Partnership in any way, to pledge its credit or to render it liable 
for any purpose.  No Partner shall have any power or authority to 
bind the Partnership unless the Partner has been authorized by the 
Management Committee to act as an agent of the Partnership in 
accordance with the previous sentence.

     2.08.  Liability for Certain Acts Indemnity.  Each member 
of the Management Committee shall perform his duties on behalf of 
the Partnership in good faith, in a manner he reasonably believes 
to be in the best interest of the Partnership, and with such care 
as an ordinary prudent person in a like position would use under 
similar circumstances.  No member of the Management Committee or 
other Person acting for the Partnership at the Management 
Committee's request or direction shall be liable to the Partnership 
or to the Partners for any actions taken or omitted to be taken by 
such member or Person in exercising his duties or responsibilities 
in that capacity, except to the extent any such act or omission was 
attributable to such member's or Person's willful misconduct, 
fraud, gross negligence or bad faith.  The Partnership shall 
indemnify the Management Committee and any other Person acting on 
behalf of the Partnership at the Management Committee's request or 
direction, their successors and assigns, from and against any 
claims asserted and any losses, damages, costs or expenses, 
including reasonable attorneys' fees and costs of suit incurred by 
any member of the Management Committee and/or any such Person as a 
result of actions taken or omitted to be taken by any such member 
or Person in exercising his duties or responsibilities on behalf of 
the Partnership with the exception that the Partnership shall not 
indemnify any such member and/or Person to the extent any such 
member's and/or Person's acts and/or omissions are the result of 
any such Person's and/or member's wilful misconduct, fraud, gross 
negligence or bad faith.  

     2.09  No Exclusive Duty to Partnership.  A member of the 
Management Committee shall not be required to manage the 
Partnership have other business interests and engage in activities 
in addition to those relating to the Partnership.  Neither the 
Partnership nor any Partner shall have any right, by virtue of this 
Agreement, to share or participate in such other investments or 
activities of any Partner or to the income or proceeds derived 
therefrom.

     2.10  Reimbursement for Expenses of Management Committee 
Members, Employees and Other Agents.  The Partnership shall, to the 
maximum extent permitted by law, reimburse and make advances for 
reasonable expenses to members of the Management Committee, its 
employees and other agents.


     2.11  Resignations, Removal and Vacancies.  Any members of the 
Management Committee may resign at any time by giving written 
notice to the other Management Committee members and the Partners. 
 The resignation of any member of the Management Committee shall 
take effect upon receipt of notice thereof or at such later date 
specified in such notice; and, unless otherwise specified therein, 
the acceptance of such resignation shall not be necessary to make 
it effective.  A member of the Management Committee may not be 
removed by the other Partner but may, as stated in Section 2.02, be 
substituted, removed or replaced by the Partner (and only the 
Partner) which originally appointed such member, at the sole and 
absolute discretion of such Partner.  Any vacancy occurring for any 
reason in the number of members of the Management Committee as a 
result of the resignation, removal or death of a member thereof 
shall be filled by the Partner (and only the Partner) which 
initially appointed such Person.  Any positions to be filled by 
reason of an increase in the number of Management Committee members 
shall be filled by each Partner appointing an additional member or 
members thereof, as necessary to fill, on an equal basis, the 
number of additional members provided for by the unanimous action 
of the Partners.

     2.12  Salaries.  The salaries and other compensation of the 
members of the Management Committee, if any, shall be fixed from 
time to time by a unanimous vote of the Partners.  No member of the 
Management Committee shall be prevented from receiving such salary 
because he is either a Partner, or an officer, director or 
employee, of a Partner or an Affiliate of a Partner.

     Section 3.  Rights and Obligations of Partners

     3.01  Limitation of Liability.  Each Partner's liability shall 
be as set forth in this  Agreement, the Act and other applicable 
law.

     3.02  List of Partners.  Upon the written request of any 
Partner, the Management Committee shall provide a list showing the 
names, addresses and Partnership Interests of all Partners.

     3.03.  Approval of Sale of All Assets.  The Partners shall 
have the right, by unanimous agreement, to approve the sale, 
exchange or other disposition of all, or substantially all, of the 
Partnership's Assets which is to occur as part of a single 
transaction or plan.

     3.04  Partnership Company Books. The Management Committee shall 
maintain and preserve, or cause to be maintained and preserved, 
during the term of the Partnership, the accounts, books and other 
relevant Partnership documents described in Section 12.  Upon 
reasonable written request, each Partner shall have the right, at 
a time during ordinary business hours to inspect and copy, at the 
requesting Partner's expense, the Partnership's books and records, 
including but not limited to, tax returns and reports.

     3.05  Priority and Return of Capital.  Except as otherwise may 
be expressly provided in this Agreement, no Partner shall have 
priority over any other Partner, either as to the return of Capital 
Contributions or as to Profits, Losses or distributions; provided 
that this Section shall not apply to loans which a Partner has made 
to the Partnership.

     Section 4.   Meetings of Partners

     4.01  Meetings.  Meetings of the Partners, for any purpose or 
purposes, may be called by any two (2) members of the Management 
Committee or by any one (1) Partner.

     4.02  Place of Meetings.  The Partners may designate any place, 
either within or outside the State of Illinois, as the place of 
meeting for any meeting of the Partners.  If no designation is 
made, or if a special meeting is otherwise called, the place of 
meeting shall be the principal place of business of the Partnership 
in the State of Illinois.


     4.03  Annual Meetings.  An annual meeting of the Partners shall 
be held on the first Monday in April of each year or at such time 
as the Partners may designate for the transaction of any business 
which may come before the meeting.  Special meetings of the 
Partners may be called, from time to time, in the manner provided 
in Section 4.01, for such purpose or purposes as stated in the call 
of the meeting.

     4.04  Notice of Meetings.  Except as provided 4.05, written 
notice stating the place, day and hour of the meeting and, in the 
case of a special meeting, the purpose or purposes for which the 
meeting is called, shall be delivered not less than ten (10) nor 
more than thirty (30) days before the date of the meeting, either 
personally or by mail, by or at the direction of the Partner or 
Persons calling the meeting, to each Partner entitled to vote at 
such meeting.  

     4.05  Meeting of All Partners.  If all of the Partners shall 
meet at any time or place, either within or outside the State of 
Illinois, and consent to the holding of a meeting at such time and 
place, such meeting shall be valid without call or notice, and at 
such meeting any lawful action may be taken.

     4.06  Record Date.  For the purpose of determining Partners 
entitled to notice of or to vote at any meeting of Partners or any 
adjournment thereof, or Partners entitled to receive payment of any 
distribution, or in order to make a determination of Partners for 
any other purpose, the date on which notice of the meeting is 
mailed or the date on which the resolution or written consent 
declaring such distribution is adopted, as the case may be, shall 
be the record date for such determination of Partners.  When a 
determination of Partners entitled to vote at any meeting of 
Partners has been made as provided in this Section, such 
determination shall apply to any adjournment thereof.

     4.07  Quorum.  Any meeting of Partners shall require that all 
one hundred percent (100%) of the Percentage Interests be 
represented at such meeting in person or proxy in order to 
constitute a quorum for purposes of conducting business at such 
meeting.  A duly authorized officer, manager or representative of 
any Partner which is an Entity may attend any meeting or act for 
the Partner pursuant hereto.  In the absence of a quorum at any 
such meeting, the Partner or Partners present may adjourn the 
meeting from time to time provided that a notice of the adjourned 
meeting, including the date, time and place of the rescheduled 
meeting, shall be given to each Partner which a quorum shall be 
present or represented, any business may be transacted which might 
have been transacted at the meeting as originally noticed.  The 
Partners present at a duly organized meeting may continue to 
transact business until adjournment, notwithstanding the withdrawal 
during such meeting of any Percentage Interests whose absence would 
cause less than a quorum.

     4.08  Manner of Acting.  If a quorum is present, the 
affirmative vote of Partners holding one hundred percent (100%) of 
the Percentage Interests shall be the act of the Partners. 


     4.09  Proxies.  At all meetings of Partners, a Partner may vote 
in person or by proxy executed in writing by the Partner or by a 
duly authorized attorney-in-fact.  Such proxy shall be filed with 
the Management Committee before or at the time of the meeting.  No 
proxy shall be valid after eleven months from the date of its 
execution, unless otherwise provided in the proxy.

     4.10  Action by Partners Taken Without a Meeting.  Any action 
required or permitted to be taken at a meeting of Partners may be 
taken without a meeting if the action is evidenced by one or more 
written consents describing the action taken, signed by each 
Partner entitled to vote and delivered to the Management Committee 
for inclusion in the minutes or for filing with the Partnership 
records.  Any action taken under this Section is effective when all 
Partners entitled to vote have signed the consent, unless the 
consent specifies a different effective date.

     4.11  Waiver of Notice.  When any notice is required to be 
given to any Partner, a waiver thereof in writing signed by the 
Person entitled to such notice, whether before, at or after the 
time stated therein, shall be equivalent to the giving of such 
notice.


     Section 5.   Capital Contributions to the Company

     5.01   Partners' Capital Contributions.  Each Partner shall 
contribute the following as its Capital Contribution to the 
Partnership:  

                  Form of	
                  Capital                 Capital		
Partner           Contribution            Contribution		

Moorman           Cash                    $1,500,000.00
Red Oak           Cash                    $1,500,000.00

Such contributions shall be made at such time as determined by the 
Management Committee upon not less than three (3) business days 
advance written notice from the Management Committee to each 
Partner.  All such contributions shall be made on an equal basis by 
the Partners in proportion to each Partner's Percentage Interest in 
the Partnership.  The Accountants for the Partnership shall 
determine the fair market value of all property, other than cash, 
contributed by the Partners.

     5.02  Additional Capital Contributions.  No Partner shall make 
any additional Capital Contributions to the Partnership unless the 
Management Committee agrees upon such additional Capital 
Contributions.  Such additional Capital Contributions shall be made 
either proportionately or disproportionately as the Management 
Committee determines. If disproportionately, then the Partners' 
Percentage Interest in the Partnership shall be adjusted to take 
into account such disproportionate additional Capital 
Contributions.  After the making of any such determination, each 
Partner shall deliver to the Partnership on the date agreed to by 
the Management Committee, its share thereof, if any.  All 
additional Capital Contributions shall be made in cash unless 
otherwise agreed to by the Management Committee.


     5.03  Actions Upon Default in Making a Capital Contribution. 
 In the event that any Partner fails to make a Capital Contribution 
pursuant to the provisions of Sections 5.01 or 5.02 hereof on or 
before the date on which it is due (hereinafter a "Defaulting 
Partner"), then, in the event that the other Partner is obligated 
to and has made its Capital Contribution as provided for under such 
Section (hereinafter a "Nondefaulting Partner"), the Nondefaulting 
Partner may, in its sole discretion, elect to take any one of the 
following actions:

     (a)  The Nondefaulting Partner may give written notice 
delivered to the Partnership and the other Partners demanding an 
immediate return to it by the Partnership of an amount equal to the 
defaulted Capital Contribution which was not made by the Defaulting 
Partner, in which case the Partnership shall return such amount, 
together with interest thereon at the Prime Interest Rate 
calculated on a per diem basis (on a 360 day year) for the number 
of days which lapsed between the date the Nondefaulting Partner 
made its Capital Contribution and the date on which such sum is 
returned.  If a Nondefaulting Partner elects this option, then it 
shall, for all purposes, be considered that the principal sum 
returned to the Nondefaulting Partner was a loan to the Partnership 
and not a Capital Contribution.  In addition to receiving a return 
of the above-described sum, the Nondefaulting Partner may in the 
notice delivered pursuant to this Section 5.03(a), also give notice 
that in the event the Defaulting Partner does not make the agreed 
upon Capital Contribution, in full, within thirty (30) days 
following the date of such notice (in which case the Nondefaulting 
Partner shall also properly recontribute the principal sum returned 
to it), the Nondefaulting Partner may deem such failure an Adverse 
Act by the Defaulting Partner by giving such Defaulting Partner 
notice to that effect.

     (b)  The Nondefaulting Partner may elect to advance directly 
to the Partnership, as a loan to the Defaulting Partner, the amount 
of Capital Contribution not made by the Defaulting Partner and the 
loan shall bear interest at the per annum rate which is the lesser 
of (i) the Prime Interest Rate plus two (2) percentage points, such 
rate to be changed as often as the Prime Interest Rate changes, or 
(ii) the maximum rate of interest permitted by Illinois law.  As 
long as any amount remains due with respect to any such loan, any 
subsequent distributions made pursuant to this Agreement to which 
the Defaulting Partner would otherwise be entitled shall be paid 
directly to the Nondefaulting Partner, which distribution shall be 
applied first to interest then due and then to principal until such 
loan is paid in full.  The payment of such a loan shall be secured 
by the Defaulting Partner's Percentage Interest in the Partnership 
and the Defaulting Partner hereby grants a security interest in 
such Percentage Interest to the Nondefaulting Partner and hereby 
appoints the Nondefaulting Partner as its attorney-in-fact with 
full power and authority to prepare and execute any documents, 
instruments and agreements including, but not limited to, any 
financing statements, that may be necessary or appropriate to 
perfect and continue such security interest in favor of the 
Nondefaulting Partner.  This power of attorney is coupled with an 
interest and cannot be revoked.  In the event such loan is not 
repaid in full within one hundred twenty (120) days after it is 
made, such nonpayment shall be deemed an Adverse Act by the 
Defaulting Partner and the Nondefaulting Partner may exercise any 
rights or remedies available hereunder or at law as in equity, 
including the right to dissolve the Partnership pursuant to Section 
15.


     5.04.  General.  

     (a)   Except as otherwise provided in this Agreement, no 
Partner shall demand or receive a return of its Capital Contribu-
tion unless agreed to by the Partners.  Any and all Capital 
Contributions returned to Partners shall be on an equal basis in 
proportion to each Partner's Percentage Interest in the 
Partnership.  Under circumstances requiring a return of any Capital 
Contributions, no Partner  shall have the right to receive property 
other than cash except as may be specifically provided herein.

     (b)   No Partner shall receive any interest, salary or draw 
with respect to its Capital Contributions or its Capital Account or 
for services rendered on behalf of the Partnership or otherwise in 
its capacity as a Partner, except as otherwise provided in this 
Agreement.

Section 6.   Partnership Financing

     6.01  Partnership Borrowings.  The working capital and other 
requirements of the Partnership which are not funded through the 
earnings of the Partnership or through Capital Contributions made 
pursuant to Sections 5.01 and 5.02 may be met by borrowings from 
financial institutions or other Persons, in such amounts and upon 
such terms and conditions as the Management Committee shall, from 
time to time, deem appropriate.

     6.02  Loans by Partners and Affiliates.  No loans shall be made 
to the Partnership by any Partner or an Affiliate of any Partner 
other than pursuant to Section 5.03(b), without the prior consent 
of all Partners, after full disclosure of the amount to be loaned, 
the purpose of such financing, the interest rate and payment terms 
offered, and the identification of any collateral to be pledged to 
secure such loan. All Partners shall be given the opportunity to 
participate in any such financing by loaning to the Partnership a 
pro rata share of the amount to be financed in proportion to such 
Partner's respective Percentage Interest in the Partnership at the 
time of such financing; provided, however, that no Partner shall be 
obligated to make any loan to the Partnership.

     Section 7.   Capital Accounts

     7.01  Individual Capital Accounts. An individual Capital 
Account shall be maintained for each Partner.  The Capital Account 
of each Partner shall consist of (a) the sum of: (i) cash 
contributed by the Partner to the Partnership; (ii) the fair market 
value of any property other than cash contributed by the Partner to 
the Partnership; (iii) any Profits and any items in the nature of 
income or gain allocated to the Partner pursuant to this Agreement; 
and (iv) any other items required to be added thereto pursuant to 
Regulation Section 1.704-1(b)(2)(iv), less (b) the sum of (i) the 
amount of all cash distributions by the Partnership to the Partner; 
(ii) the fair market value of any property other than cash 
distributed by the Partnership to the Partner; (iii) any Losses and 
any items in the nature of expenses, losses or deductions allocated 
to the Partner pursuant to this Agreement, and (iv) any other items 
required to be subtracted therefrom under Regulation Section 1.704-
1(b)(2)(iv).  


     7.02  Transfer of Capital Account.  In the event of a permitted 
sale or exchange of a Partnership Interest in the Partnership, the 
Capital Account of the transferor shall become the Capital Account 
of the transferee to the extent it relates to the transferred 
Partnership Interest in accordance with Section 1.704-1(b)(2)(iv) 
of the Regulations.

     7.03  Manner of Maintaining Capital Accounts.  The foregoing 
provisions and the other provisions of this Agreement relating to 
the maintenance of Capital Accounts are intended to comply with 
Regulations Section 1.704-1(b) and shall be interpreted and applied 
in a manner consistent with such Regulations. If the Partnership 
determines that the manner in which Capital Accounts are to be 
maintained pursuant to the preceding provisions of his Section 
should be modified in order to comply with Regulations Section 
1.704-1(b), then notwithstanding anything to the contrary contained 
in the preceding provisions of this Section 7, the method in which 
Capital Accounts are maintained shall be so modified; provided, 
however, that any change in the manner of maintaining Capital 
Accounts shall not materially alter the economic agreement between 
or among the Partners as set forth in this Agreement.

     Section 8.   Allocations

     8.01  Profits.  Profits for any fiscal year shall be allocated 
fifty percent (50%) to Moorman and fifty percent (50%) to Red Oak.

     8.02  Losses.  Losses for any fiscal year shall be allocated 
fifty percent (50%) to Moorman and fifty percent (50%) to Red Oak.

     8.03  General.

     (a)  Except as otherwise provided in this Agreement, all items 
of Partnership income, gain, loss, deduction, or any other 
allocation not otherwise provided for shall be divided among the 
Partners in the same proportion as they share Profits or Losses, as 
the case may be, for the fiscal year.

     (b)  The Partners are aware of the income tax consequences of 
the allocations made by this Section 8 and hereby agree to be bound 
by the provisions of this Section 8 in reporting their shares of 
Profits and Losses for income tax purposes.

     (c)  For purposes of determining the Profits, Losses, or any 
other items allocable to any period, Profits, Losses and any such 
other items as may determined on a daily, monthly or other basis, 
shall be determined by the Management Committee using any 
permissible method under Code Section 706 or any Regulations 
thereof.


     Section 9.   Distributions


     9.01  Distributable Cash.  Except as provided in Section 15 
hereof, relating to the liquidation and winding up of the 
Partnership, and subject to the limitations of Sections 9.04 and 
9.05, all distributions of cash, including Distributable Cash or 
other property, shall be made, at such time or times as may be 
determined by the Management Committee, fifty percent (50%) to 
Moorman and fifty percent (50%) to Red Oak.  Notwithstanding the 
foregoing provision, the Partners agree that non-discretionary, 
i.e., mandatory, distributions shall be made, from time to time, as 
necessary to cover the Partners' income tax liabilities arising 
from their proportionate share of the Partnership's gains and 
Profits.

     9.02  Distributions in Event of a Transfer.  In the event a 
Partnership Interest is transferred in accordance with the relevant 
provisions of this Agreement relating to transfers, distributions 
which are made on or before the date of a permitted transfer shall 
be made to the transferor and all distributions thereafter shall be 
made to the transferee, provided that proper notice of such 
transfer has been delivered to the Partnership.  Any attempt to 
make a transfer which is not permitted under this Agreement shall 
not give rise in any transferee to a right to receive any 
distributions hereunder.

     9.03  Amounts Withheld.  All amounts withheld pursuant to the 
Code or any provision of any state or local tax law with respect to 
any payment or distribution by the Partnership to any Partners 
shall be treated as amounts distributed to the Partners for 
purposes of this Agreement.

     9.04  Limitations Upon Distributions.

     (a)  No distributions or return of contributions shall be made 
and paid if, after the distribution or return of contribution is 
made either:

     (i)  the Partnership would be insolvent; or

     (ii)  the net assets of the Partnership would be less than 
           zero.

     (b)  The Management Committee may base a determination that a 
distribution or return of contribution may be made under Section 
9.04 in good faith reliance upon a balance sheet and profit and 
loss statement of the Partnership represented to be correct by the 
Person having charge of its books of account or certified by the 
Accountants to fairly reflect the financial condition of the 
Partnership. 

     Section 10.  Related Party Transactions.  The Partnership 
may contract to purchase goods or services from any Partner or an 
Affiliate of a Partner ("Interested Party Contracts").  All 
Interested Party Contracts shall be negotiated, conducted and 
handled in all respects on an arm's length basis and in good faith. 
 As of the date hereof the only Interested Party Contract is the 
Management Agreement referred to in Section 11.


     Section 11.  Management Agreement.  Simultaneously with the 
execution of this Agreement, Moorman's, Inc., which is an Illinois 
corporation and a member of Moorman, and the Partnership shall 
enter into a Management Agreement with respect to the day to day 
operations of the Partnership which Management Agreement shall be 
in the form of Exhibit A attached hereto.

     Section 12.   Accounting and Records

     12.01  Accounting Method.  The Partnership shall use a 
method of accounting, as approved by the Partnership, in the 
preparation of its financial records and for tax purposes and shall 
keep its books and records accordingly.

     12.02  Accounting Records.  Complete and accurate business 
and accounting records shall be maintained reflecting all costs and 
expenses incurred, all charges made, all credits made and received, 
and all income derived in connection with the operation of the 
Partnership's business in accordance with GAAP consistently 
applied.  The Partnership's books and records shall be maintained 
at the principal place of business of the Partnership and each 
Partner shall have the right, at its sole expense, to inspect, 
examine, copy and/or audit the Partnership's Company's books and 
records during normal business hours. 

     12.03  Financial Statements; Audit.  As soon as 
practicable, but not later than thirty (30) days after the end of 
each month, the Management Committee shall furnish each Partner 
with an unaudited balance sheet and an unaudited statement of 
income or loss for the month and year to date, all in reasonable 
detail, setting forth in each case in comparative form the figures 
for the corresponding period (or periods) of the previous fiscal 
year.

     The Management Committee shall annually and upon dissolution 
under Section 15, appoint  Accountants to examine the Partnership's 
financial statements as of the end of such fiscal year or upon 
dissolution and to render its opinion as to whether those financial 
statements present fairly the financial position and results of 
operations and statement of cash flow of the Partnership.  Each 
Partner shall be furnished with a copy of such audited financial 
statements and the Accountants' opinion within ninety (90) days 
after the end of each fiscal year of the Partnership or after 
dissolution.

     Each Partner shall have the right, at its sole expense, to 
review and verify all charges made for services rendered or goods 
sold to the Partnership by any Partner or any Affiliate of a 
Partner. Upon the request of either Partner, the other shall 
prepare and submit to the requesting Partner (but not more often 
than semi-annually) a certification detailing and itemizing such 
charges during such period of time as specified in the request and 
verifying the truth, completeness and accuracy thereof 
("Certification").  The review and verification may include audits 
by such independent certified public accountants as the Partner 
conducting the review deems advisable.  Upon request, each Partner 
or such Partner's Affiliate shall make all records relating to the 
charges in question available to the Partner doing the review, or 
its representatives, during normal business hours at such Partner's 
or such Partner's Affiliate's principal place of business.


     12.04  Fiscal Year.  The fiscal year of the Partnership 
shall end on December 31 each calendar year during the term of the 
Partnership, unless otherwise unanimously agreed to by the Partners 
or required by the Internal Revenue Service.

     12.05  Tax Matters Partner and Tax Returns.  

     (a)  Tax Matters Partner.  Moorman is hereby designated "Tax 
Matters Partner" for the Partnership and shall be so designated in 
each Federal information return filed on behalf of the Partnership. 
 The Tax Matters Partner shall not be liable to the Partnership or 
any other Partner for any act or omission on behalf of the 
Partnership, which act or omission was within the scope of 
authority conferred on the Tax Matters Partner by this Agreement, 
unless such act or omission constituted fraudulent or willful 
misconduct, was performed or omitted in bad faith or constituted 
gross negligence or a violation of law.  Within five (5) business 
days of receipt, each Partner shall give to each other Partner 
written notice of the first Partner's receipt from any taxing 
authority of any notification of an audit or investigation of or 
involving the Partnership or the reporting of Profits or Losses 
thereof.  The Tax Matters Partner shall keep the other Partners 
fully advised of the progress of any audit and shall promptly 
supply the other Partners with copies of any written communication 
received from the Internal Revenue Service or any other taxing 
authority relating to any audit within ten (10) days of receipt 
thereof, and shall at least ten (10) days prior to submitting any 
materials to the Internal Revenue Service or other taxing authority 
provide such materials to the other Partners.  Each Partner shall 
have the right to participate in (i) any audit or other administra-
tive proceeding relating to the determination of income, gains, 
Profits, Losses, deductions or credits at the Partnership level and 
(ii) any material discussions with the Internal Revenue Service or 
other taxing authority relating to Partnership tax issues.  No 
position will be taken with respect to material tax issues, no 
statute of limitations will be extended, no protest or petition 
related to any tax issue will be filed and no settlement or 
compromise of any tax issue related to the Partnership will be made 
without the consent of all affected Partners, which consent shall 
not be unreasonably withheld.

     (b)  Tax Returns.  Acting pursuant to instructions of the 
Management Committee, the Tax Matters Partner shall cause income 
and other required federal, state and local tax returns for the 
Partnership to be prepared in a manner consistent with the 
provisions of this Agreement and sent to each Partner for review at 
least ten (10) business days prior to filing, and to be timely 
filed with the appropriate authorities.  The Tax Matters Partner 
and all affected Partners shall consult and cooperate in good faith 
to resolve any objections to the manner in which any such return 
has been prepared and to make appropriate changes before the 
deadline for timely filing (taking into account any available 
extensions).  Unless each affected Partner agrees otherwise, the 
Tax Matters Partner shall also prepare, submit for review and file 
any amendment to or request for administrative adjustment to such 
tax returns that may be necessary to reflect material adjustments 
by federal, state or local tax authorities to the valuation or tax 
basis of any of the Assets or of any Partner's Interest in the 
Partnership.  Acting pursuant to instructions of the Management 
Committee, the Tax Matters Partner  shall make such elections as it 
shall deem to be in the best interests of the Partnership and the 
Partners.  The cost of preparation of such returns shall be borne 
by the Partnership.


     (c)  Projections and Reports.  The Tax Matters Partner shall 
cause to be provided to each Partner not later than April 15 of 
each year information concerning the Partnership's projected 
taxable Profits or Losses and each class of income, gain, loss, 
deduction or credit (and the allocation thereof under the 
provisions of this Agreement) which is relevant to reporting a 
Partner's share of Partnership Profits, gain, Losses, deduction or 
credit for purposes of Federal or state income tax.  If any Partner 
questions the method or amount of any tax allocation made pursuant 
to Section 8 hereof, the Partners shall consult in good faith and 
agree on the proper allocation.  Information required for the 
preparation of a Partner's income tax returns, i.e. a Form K-1, 
shall be furnished to the Partners as soon as possible after the 
close of the Partnership's fiscal year.

     (d)  Cooperation.  The Tax Matters Partner shall, from time to 
time, upon request of any Partner, reasonably cooperate with such 
Partner on any tax matters relating to the Partnership.

     12.06  Bank Accounts.  All funds contributed or advanced by 
the Partners or borrowed for the account of the Partnership and all 
other revenues received as a result of the conduct of the 
Partnership's business shall be deposited in the name of the 
Partnership in an account (or accounts) to be established at such 
bank or banks as the Management Committee shall approve from time 
to time.  The funds of the Partnership shall not be commingled with 
the funds of any other Person.  Checks, drafts and other types of 
transfers may be drawn on such accounts by signature or signatures 
of and authorized by those Persons designated, from time to time, 
by the Management Committee.


     Section 13.   Transfers of Interest

     13.01  Restrictions on Transfers.  Except as expressly 
permitted or required by this Agreement, no Partner shall, directly 
or indirectly, in any manner, sell, assign, pledge, transfer, 
encumber, hypothecate, exchange or otherwise dispose of, either for 
value or otherwise, all or any part of its Partnership Interest or 
cause, permit or recognize any sale, transfer, assignment, 
encumbrance or other disposition, directly or indirectly, of any of 
its interest in the Partnership, nor shall any such interest be 
subject, directly or indirectly, to sale, transfer, assignment, 
encumbrance, hypothecation, exchange or other disposition by 
operation of law or agreement, without the prior written consent of 
all Partners.  Any such transfer or attempted transfer in violation 
of the preceding sentence shall be null and void and shall not be 
recognized by the Partnership for any purpose whatsoever.

     13.02   Permitted Transfers.

     (a)  Notwithstanding the foregoing limitations, each Partner 
shall have the right to transfer all (but not less than all) of its 
Partnership Interest in the Partnership as described in this 
Section 13.02 (a Partner so transferring such interest, a 
"Transferring Partner").


     (b)  A Partner may transfer its Partnership Interest (i) to 
any Affiliate of such Partner; (ii) to any other Person approved by 
all of the Partners; or (iii) to any other Person in compliance 
with the procedure outlined in Section 13.03.

     (c)  It shall be a condition precedent to any transfer 
described in this Section 13 that: (i) the transferee shall, by an 
instrument or document in form satisfactory to the Partnership and 
its counsel, become a party to and assume and agree to be bound by 
all provisions of this Agreement, including the provisions of this 
Section 13, and to assume all obligations of the transferor Partner 
with respect to this Agreement and the Partnership Interest being 
transferred; (ii) unless otherwise unanimously agreed to by the 
Partners, the Partnership shall have received, prior to the 
transfer, an opinion of counsel acceptable to the Management 
Committee that such transfer will not terminate the Partnership for 
federal income tax purposes; (iii) such transferee shall pay or 
make satisfactory arrangements to pay, in the opinion of the 
Management Committee, all reasonable costs and expenses incurred by 
the Partnership in connection with such transfer and (iv) in the 
case of a transfer to a Partner's Affiliate, that the Transferring 
Partner advises the other Partner(s) in writing of such transfer 
within seven (7) days following such transfer.

     (d)  Upon the transfer of its Partnership Interest in 
accordance with this Section, a Transferring Partner shall 
thereupon cease to be a Partner and shall be relieved of liability 
hereunder; its transferee shall thereupon be substituted in its 
place hereunder, and all references herein to Partners shall 
include such transferee, but no such transfer shall otherwise 
affect the rights or obligations of any of the parties hereto.  

     (e)  The Partners intend that any transfer permitted hereby 
shall not result in a termination of the Partnership and, 
notwithstanding, any "dissolution" of the Partnership under the 
Act, the Partnership shall continue to hold the Partnership Assets 
in accordance with the terms of this Agreement and there shall be 
no liquidation or winding up of the Partnership hereunder.

     13.03  Right of First Refusal.  

     (a)  If a Partner desires to sell all or any portion of its 
Partnership Interest in the Partnership (the "Selling Partner") to 
a third party purchaser (which must be other than an Affiliate of 
the Selling Partner), the Selling Partner shall obtain from a third 
party purchaser a bona fide written offer to purchase such 
interest, stating the terms and conditions upon which the purchase 
is to be made and the consideration offered (the "Written Offer"). 
 The Selling Partner shall give written notification to the other 
Partner(s) ("Remaining Partner(s)") by certified mail or personal 
delivery, of its intention to so transfer such interest by 
furnishing to the Remaining Partners a copy of the Written Offer to 
purchase such interest.


     (b)  The Remaining Partners and each of them shall, on a basis 
pro rata to their Percentage Interest in the Partnership or on a 
basis pro rata to the Percentage Interests of those Remaining 
Partners exercising their right of first refusal, have the right to 
exercise a right of first refusal to purchase all (but not less 
than all) of the interest proposed to be sold by the Selling 
Partner upon the same terms and conditions as stated in the Written 
Offer by giving written notification to the Selling Partner, by 
certified mail or personal delivery, of their intention to do so 
within forty-five (45) days after receiving the Written Offer from 
the Selling Partner.  Failure of the Remaining Partners to so 
notify the Selling Partner of their desire to exercise this right 
of first refusal within said forty-five (45) day period shall 
result in the termination of the right of the first refusal and the 
Selling Partner shall be entitled to consummate the sale of its 
interest in the Partnership, to such third party purchaser, 
provided that the sale shall be consummated in accordance with the 
Written Offer and within sixty (60) days following the expiration 
of the aforesaid forty-five (45) day period.

     In the event the Remaining Partners (or any one or more of the 
Remaining Partners) give written notice to the Selling Partner of 
their desire to exercise this right of first refusal to purchase 
all of the Selling Partner's interest in the Partnership which the 
Selling Partner desires to sell upon the same terms and conditions 
as are stated in the aforesaid Written Offer, the Remaining 
Partners shall have the right to designate the time, date and place 
of closing, provided that the date of closing shall be within sixty 
(60) days after written notification to the Selling Partner of the 
Remaining Partner or Partner's election to exercise their right of 
first refusal.

     13.04  Effective Date of Sale.  Any sale or transfer of 
Partnership Interest in compliance with this Section 13 shall 
become effective as of the date which is the later of (i) the last 
day of the calendar month in which the Remaining Partners' consent 
is given or (ii) the date on which the transferee complies with the 
conditions set forth in Section 13.02(c).

     13.05  Reasonableness of Restrictions.  Each Partner 
acknowledges and agrees that the restrictions on the transfer of 
Partnership Interest set forth in this Section 13 are reasonable in 
view of the Partnership's purpose and the relationship of the 
Partners.  Accordingly, such restrictions shall be specifically 
enforceable.

     13.06  Waiver of Partition.  No Partner shall, either 
directly or indirectly, take any action to require partition or 
appraisement of the Partnership or of any of its assets or 
properties or cause the sale of any Partnership Assets, and 
notwithstanding any provisions of applicable law to the contrary, 
each Partner (and his legal representatives, successors or assigns) 
hereby irrevocably waives any and all rights to maintain any action 
for partition or to compel any sale with respect to its Partnership 
Interest, or with respect to any assets or properties of the 
Partnership, except as expressly provided in this Agreement.

     13.07  Covenant Not to Withdraw or Dissolve.  
Notwithstanding any provision of the Act, each member hereby 
covenants and agrees that the Partners have entered into this 
Agreement based on their mutual expectation that all Partners will 
continue as Partners and carry out the duties and obligations 
undertaken by them hereunder and that, except as otherwise 
expressly provided in Sections 1.04 and 15.01, no Partner shall 
withdraw or retire from the Partnership, be entitled to demand or 
receive a return of such Partner's Profits (or a bond or other 
security for the return of such Profits), or exercise any power 
under the Act to dissolve the Partnership without the unanimous 
consent of the Partners.


     Section 14.   Additional Partners

     From and after the date of the formation of the Partnership, 
any Person acceptable to the Partners by their unanimous vote 
thereof, shall become a Partner of the Partnership, either through 
the issuance by the Partnership of a Partnership Interest to such 
Person for such consideration as the Partners by their unanimous 
vote shall determine, or as a transferee of a Partner's Partnership 
Interest, or any portion thereof, subject to the terms and 
conditions of this Agreement.  No new Partners shall be entitled to 
any retroactive allocation of Profits, Losses, income or expense 
deductions incurred by the Partnership.  The Management Committee 
may, at their option, at the time a Partner is admitted, close the 
Partnership books (as though the Partnership's tax year had ended) 
or make pro rata allocations of Profits, Losses, income and expense 
deductions for the Partners for that portion of the Partnership's 
tax year in which a Partner was admitted in accordance with the 
provisions of Code Section 706(d) and the Regulations promulgated 
thereunder.  In the event another Partner is added, a supplemental 
agreement, in terms satisfactory to all Partners, shall be executed 
by all Partners setting forth: (a) the amount of capital and the 
allocation thereof among the Partners; (b) the percentages in which 
the Partnership's Profits and Losses shall be thereafter shared or 
borne; and (c) a statement that all Partners shall be bound by this 
Agreement as amended by the supplemental agreement.  Every new 
Partner shall contribute to the Partnership in cash or property at 
the time of its admission, its portion of the capital account, as 
set forth in the supplemental agreement.

     Section 15.   Dissolution and Termination

     15.01  Dissolution Events.  The Partnership shall dissolve 
and commence winding up and liquidation upon the first to occur of 
any of the following ("Liquidating Events"):

     (a)  The occurrence of an Impasse, which persists for a period 
of forty-five (45) days;

     (b)  A Partner electing to dissolve the Partnership by written 
notice to the other Partners after a Partner so notified committed 
or sustained an Adverse Act which Adverse Act is not remedied by 
the Partner committing or sustaining the same within sixty (60) 
days of such Partner receiving notice thereof from the other 
Partner.

     (c)  The Partnership is dissolved by either Partner pursuant 
to Section 1.04 hereof;

     (d)  The sale of all or substantially all of the Partnership 
Assets;

     (e)  The unanimous written agreement of all Partners;

     (f)  The happening of any other event that makes it unlawful 
or impossible to carry on the business of the Partnership;


     (g)  The death, retirement, resignation, expulsion, Event of 
Bankruptcy or dissolution of a Partner or occurrence of any other 
event which terminates the continued membership of a Partner in the 
Partnership (a "Withdrawal Event"), unless the business of the 
Partnership is continued by the written consent of all remaining 
Partners within ninety (90) days after the Withdrawal Event and 
there are at least two (2) remaining Partners.

     (h)  Any event that causes there to be only one Partner, 
unless within ninety (90) days of such event there is admitted to 
the Partnership one or more new Partners who, under the Act, have 
the authority to and do consent to the continuation of the business 
of the Partnership.

     The Partners agree that, notwithstanding any provisions of the 
Act, the Partnership shall not dissolve prior to the occurrence of 
a Liquidating Event.  If it is determined, by a court of competent 
jurisdiction, that the Partnership has dissolved prior to the 
occurrence of a Liquidating Event, the Partners agree to continue 
the business of the Partnership without a winding up or liquidation 
and to take any steps necessary to continue the Partnership 
pursuant to the terms of this Agreement.

     15.02  Winding Up and Distribution of Assets.  Upon the 
occurrence of a Liquidating Event, the Partnership shall continue 
solely for the purposes of winding up its affairs in an orderly 
manner, liquidation its assets, and satisfying the claims of its 
creditors and Partners.  Thereupon, no Partner shall take any 
action which is inconsistent with, or not necessary to, or 
appropriate for, winding up the Partnership's business and affairs. 
 The Management Committee shall be responsible for overseeing the 
winding up and liquidation of the Partnership and shall take full 
account of the Partnership's liabilities and Partnership Assets, 
and the Partnership Assets shall be liquidated as promptly as is 
consistent with obtaining the fair value thereof, and the proceeds 
therefrom, to the extent sufficient therefor, shall be applied and 
distributed in the following order:

     (a)  First, to the payment and discharge of all of the 
Partnership's debts and liabilities to creditors other than 
Partners or their Affiliates, including expenses of liquidation and 
winding up;

     (b)  Second, to the payment and discharge of all of the 
Partnership's debts and liabilities to Partners and their 
Affiliates; and

     (c)  The balance, if any, to the Partners in accordance with 
their Capital Accounts, after giving effect to all contributions, 
distributions and allocations for all periods.

      Upon completion of the winding up, liquidation and 
distribution of the Partnership Assets, the Partnership shall be 
deemed terminated.  The Management Committee shall comply with all 
requirements of applicable law pertaining to the winding up of the 
affairs of the Partnership and the final distribution of its 
Partnership Assets.


     15.03  Return of Contribution Non-Recourse to Other 
Partners.  Except as provided by law or as expressly provided in 
this Agreement, upon dissolution, each Partner shall look solely to 
the Partnership's Assets for the return of its Capital 
Contribution.  If the Partnership's Assets remaining after the 
payment or discharge of the debts and liabilities is insufficient 
to return the Capital Contribution of one or more Partners, such 
Partner or Partners shall have no recourse against any other 
Partner, except as otherwise provided by law.

     15.04  Reserves.  In the discretion of the Management 
Committee, a prorata portion of the distributions that would 
otherwise be made to the Partners pursuant to Section 15.02(c) may 
be withheld to provide a reasonable reserve for Partnership 
liabilities (contingent or otherwise) and to reflect the unrealized 
portion of any installment obligations owed to the Partnership, 
provided that such withheld amounts shall be distributed to the 
Partners as soon as practicable.

     15.05  Deficit Restoration Provisions and Compliance with 
Timing Requirements of Regulations.  In the event the Partnership 
or a Partner's interest in the Partnership is "liquidated" within 
the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), then (a) 
distributions shall be made pursuant to Section 15.02 to the 
Partners who have positive Capital Accounts in compliance with 
Regulations Section 1.704-1(b)(2)(ii)(b)(2), and (b) if any 
Partner's Capital Account has a deficit balance (after giving 
effect to all contributions, distributions and allocations for all 
taxable years, including the year during which such liquidation 
occurs), such Partners shall contribute to the capital of the 
Partnership the amount necessary to restore such deficit balance to 
zero in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(3) 
for the last day of the taxable year of the Partnership in which 
the liquidation occurs or, if later, the date which is ninety (90) 
days after the date of such liquidation.  The proceeds of such 
restoration payments shall be distributed as provided in Section 
15.02.

     Section 16.   Representations and Warranties

     Moorman, with respect to itself, represents and warrants to 
Red Oak, and Red Oak, with respect to itself, represents and 
warrants to Moorman:

     (a)  Moorman and Red Oak are each limited liability companies, 
each of which is validly existing and in good standing under the 
laws of its jurisdiction of organization, and each has the power to 
own its assets and properties, carry on its business as now 
conducted, and execute, deliver and perform this Agreement.

     (b)  Its execution, delivery and performance of this Agreement 
has been duly authorized by all necessary company action, and is 
valid and binding upon and enforceable against it in accordance 
with the respective terms hereof.  Neither the execution and 
delivery of this Agreement nor the performance of this Agreement 
will conflict with, result in a breach of, accelerate any 
obligations under or give rise to a right of termination under the 
terms of any agreement or instrument to which it is a party or by 
which any of its assets or properties are bound or affected, or 
will conflict with or violate any judgment, decree, order, statute 
or other provision of law, or result in any charge, claim, 
encumbrance or restriction on any of its assets or properties, or 
conflict with any terms or provisions of its Articles of 
Organization or Agreement.


     (c)  Without limiting the generality of the foregoing, any 
required governmental approval of and permissions for its 
execution, delivery and performance of this Agreement have been 
duly obtained.

     Section 17.   General Provisions

     17.01  Inconsistent Actions.  Neither Partner shall take 
any action, as Partners of the Partnership, whether permitted by 
the laws of the State of Illinois or otherwise, inconsistent with 
the terms of this Agreement.

     17.02  Entire Agreement.  This Agreement sets forth the 
entire agreement and understanding of the Partners with respect to 
the transactions contemplated by this Agreement and supersedes all 
prior agreements and understandings between the Partners relating 
to the subject matter of this Agreement.

     17.03  Applicable Law.  This Agreement and its 
interpretation shall be governed exclusively by its terms and by 
the laws of the State of Illinois, and specifically the Act.

     17.04  Severability.  The unenforceability, invalidity, or 
illegality of any provision above shall not affect or impair any 
other provision or render it unenforceable, invalid or illegal.

     17.05  Interpretation.  Whenever used in this Agreement, 
unless the context clearly indicates otherwise, the use of the 
singular includes the plural and vice versa; and the use of the 
neuter or any gender is applicable to any other gender or the 
neuter.  The captions and the table of contents, if any, are for 
convenience only and shall not affect the interpretation or 
construction of this Agreement.

     17.06  Incorporation by Reference.  Every exhibit, schedule 
and other appendix attached to this Agreement and referred to 
herein is hereby incorporated in this Agreement by reference.

     17.07  Waiver.  A Partner's failure to enforce at any time 
or for any period of time any provision of this Agreement or to 
exercise any right or remedy does not constitute a waiver of such 
provision, right or remedy, or prevent such party thereafter from 
enforcing any or all provisions and exercising any and all rights 
and remedies.  The exercise of any right or remedy does not 
constitute an election or prevent the exercise of any or all rights 
or remedies otherwise available.

     17.08  Expenses and Costs.  Each Partner shall pay its own 
expenses, incurred by or on behalf of it and in connection with the 
authorization, preparation and signing of this Agreement, 
including, without limitation, all fees and expenses of agents, 
representatives, counsel and accountants.


     17.09  Notice.  Unless otherwise expressly provided, any 
notice, demand, request, consent, approval or communication that a 
Partner desires or is required to give to the other Partner (or any 
other Person) hereunder must be in writing and shall be deemed 
properly delivered and received: (i) on the date delivered if 
delivered in person; (ii) three (3) business days after being 
deposited in the U.S. mail, if sent by certified mail, return 
receipt requested, postage prepaid; (iii) on the day received if 
sent by facsimile or telefax transmission; and (iv) one (1) 
business day after being properly delivered to a recognized 
guaranteed overnight courier (e.g. Federal Express), with all 
charges prepaid or billing thereof properly arranged to sender.  
All such notices shall be addressed to the Partner at the address 
set forth below or such other address as such Partner may designate 
by written notice in accordance with this provision:

     If to Moorman:
     Moorman's Quality Feeders, LLC
     1000 North 30th Street
     P.O. Box C1
     Quincy, Illinois  62305-3115
     ATTENTION: Michael J. Foster, Manager

     If to Red Oak:
     Red Oak Feeders, L.C.
     2010 Commerce Drive
     PO Box 456
     Red Oak, Iowa 51566
     ATTENTION: Gordon Reisinger, President

     If to the Partnership:
     To all current members of the Management Committee.

     17.10  Amendment.  No amendment, modification, termination 
or waiver of this Agreement or any provision thereof shall be 
effective unless made in writing and signed by each Partner.

     17.11  Indemnification.  The Partnership shall indemnify, 
and hold each Partner and each of its Affiliates harmless against, 
to the full extent permitted by law, any loss, damage, cost or 
expense (including court costs and reasonable attorney fees) which 
such Partner or such Affiliates may sustain or incur by reason of 
any claim, demand, suit or recovery by any Person or Entity (other 
than such Partner or an Affiliate of such Partner) arising or 
allegedly arising out of the Partnership's business, including the 
Partner's management of the Partnership or the Partners' acts or 
omissions in connection with the management of the Partnership.

     17.12  Binding Effect.  Unless otherwise expressly provided 
in this Agreement, every covenant, term and provision of this 
Agreement shall be binding upon and inure to the benefit of the 
Partners and their respective legal representatives, successors, 
transferee and assigns.

     17.13  Counterparts.  This Agreement may be signed in 
several counterparts, including a photocopy or facsimile thereof, 
each of which, including the signature thereon, shall be an 
original and all of which together shall constitute one and the 
same agreement.


     17.14  Further Action.  Each Partner agrees to perform all 
further acts and execute, acknowledge and deliver any documents 
which may be reasonably necessary, appropriate or desirable to 
carry out the provisions of this Agreement.

     IN WITNESS WHEREOF, the Partners hereto have caused their 
signatures or the signatures of their duly authorized 
representatives, to be set forth below as of the day and year first 
above written.

PARTNERS:  

Moorman's Quality Feeders, LLC         Red Oak Feeders, L.C.



By:  _________________________         By:___________________________
     Its Manager                          Its President