CUSTOM SLAUGHTER AND FABRICATION AGREEMENT


      THIS  AMENDMENT  TO CUSTOM SLAUGHTER  AND  FABRICATION
AGREEMENT (the "Amendment") is executed as of the 9th day of
April,  1997,  by BEEF AMERICA (`'Beef America"),   RED  OAK
HEREFORD  FARMS, INC. ("Hereford'') and RED OAK FARMS,  INC.
('`Red Oak Farms, Inc ")

                         WITNESSETH:

      WHEREAS, Beef America and Hereford are parties to that
certain  Custom  Slaughter  and Fabrication  Agreement  (the
"Agreement") dated February 19, 1997; and

      WHEREAS,  because  Red Oak Farms,  Inc.,  rather  than
Hereford,  purchases and sells beef, the  parties,  intended
That  Red Oak Farms, Inc., rather than Hereford, would be  a
party  to the Agreement and have therefore agreed to execute
this  Amendment  for  the purpose of  substituting  Red  Oak
Farms, Inc. for Hereford thereunder.

      NOW,  THEREFORE, for good and valuable  consideration,
the parties hereby amend the Agreement as follows:

      1.  Substitution of Red Oak Farms, Inc.   The  parties
hereby acknowledge and agree that Red Oak Farms, Inc.  shall
be   substituted  for  Hereford  under  the  Agreement.  All
references  in the Agreement to Hereford shall hereafter  be
deemed  to  refer  to Red Oak Farms, Inc.,  rather  than  to
Hereford.   Red Oak Farms, Inc. hereby agrees to assume  and
be  bound  by  and  timely perform, observe,  discharge  and
otherwise  comply with all terms, covenants, conditions  and
obligations  of Hereford under the Agreement as  though  Red
Oak  Farms, Inc, was the original signatory thereto.    Beef
America hereby agrees to look to Red Oak Farms, Inc. for the
performance of such duties and obligations.

      2. Interpretation.  If there is a conflict between the
terms of this Amendment and the terms of the Agreement,  the
terms of this Amendment control. Except as expressly amended
hereby,  the Agreement remains in full force and  effect  as
between Beef America and Red Oak Farms, Inc.

      3. Miscellaneous.   This Amendment may be executed  in
counterparts    and   constitutes   the   parties'    entire
understanding concerning the subject matter hereof. No prior
or  contemporaneous representations, promises or  agreements
relating  to  the subject matter hereof and not embodied  in
this Amendment are of any force or effect.    This Amendment
shall  not  be modified except  in a writing signed  by  all
parties hereto.  If any provision of this Amendment is  held
to  be  invalid  or unenforceable, the remaining  provisions
shall not be affected.  This Amendment shall be binding upon
and  shall  inure to the benefit of the parties  hereto  and
their  respective  heirs,  representatives,  successors  and
assigns.

<PAGE>

     IN WITNESS WHEREOF, the parties have duly executed this
AMENDMENT  TO CUSTOM SLAUGHTER AND FABRICATION AGREEMENT  as
of the day and year first above written.





                         BEEF AMERICA



                         By:__________________________________

                         Its:__________________________________


                         RED  OAK HEREFORD FARMS,INC.


                         By:___________________________________

                         Its:___________________________________



                         RED OAK FARMS, INC.


                         By:__________________________________

                         Its:___________________________________


<PAGE>


         CUSTOM SLAUGHTER AND FABRICATION AGREEMENT
                     BETWEEN BEEF AMERICA
                             AND
                RED OAK HEREFORD FARMS, INC.


      THIS AGREEMENT is made and entered into this 19th  day
of  February,  1997  by and between Beef America,  14748  W.
Center Rd., Omaha, NE and Red Oak Hereford Farms, Inc.,  Red
Oak, IA 51566.

      WHEREAS,  Beef America is engaged in the  business  of
slaughtering  and fabricating beef and owns and  operates  a
plant  to  do so in Norfolk, NE which is subject  to  United
States  Department of Agriculture (USDA)  inspection.   Beef
America   desires   to  provide  fee-based   slaughter   and
fabrication services to Red Oak Hereford Farms, Inc. as well
as to purchase designated offal and by-products.

     WHEREAS, Red Oak Hereford Farms, Inc. is engaged in the
business  of purchasing live beef animals and marketing  and
selling  fabricated  beef.   Red Oak  Hereford  Farms,  Inc.
desires  to  solicit slaughter and fabrication services  for
beef  animals meeting Certified Hereford Beef certification.
Red Oak Hereford Farms, Inc. desires to sell to Beef America
certain offal and by-product items of which Red Oak Hereford
Farms,  Inc.  does  not market and sell.  Red  Oak  Hereford
Farms,  Inc.  also desires to sell to Beef  America  certain
carcasses  that  do  not  meet the  USDA  certification  for
Certified Hereford Beef.

      NOW,  THEREFORE, in consideration of the promises  and
mutual  covenants  set forth in the AGREEMENT,  the  parties
agree as follows:

1.    Beef America will slaughter and fabricate 800 to 4,000
Certified  Hereford  Beef  carcasses  per  week.  If  cattle
numbers fall outside this range for more than one week, Beef
America has the option to terminate this agreement and a new
agreement  between Beef America and Red Oak Hereford  Farms,
Inc. will be reached.

          1A.  Red Oak Hereford Farms will make available to
          Beef  America 20,000 shares of stock  in  Red  Oak
          Hereford Farms, Inc.

2.    Beef America will purchase all carcasses that  do  not
meet   USDA  specifications  for  Certified  Hereford   Beef
according  to a formula pricing mechanism whereas  the  base
price  is  the average USDA reported Nebraska "flat  in  the
beef'  price for the week of slaughter. This base  price  is
then  adjusted  to  a  Choice, Yield Grade  3  price  weekly
according  to Beef America's average grading. Premiums  will
be offered to cattle grading USDA Prime and USDA Yield Grade
I  and  2  within the USDA Prime and Choice grade. Discounts
from the USDA Choice, Yield Grade 3 cost will be applied  to

<PAGE>

cattle grading USDA Select or lower, USDA Yield Grade  4  or
greater,  carcasses  weighing  less  than  550  pounds,  and
carcasses  weighing  more  than  950  pounds.  Beef  America
reserves  the  right to adjust these premiums and  discounts
weekly as needed to adjust to current grading. All carcasses
that  can  not be fabricated by Beef America (Dark  Cutters,
Measled Beef, Blood Spots) will be purchased by Beef America
at  the  FOB value that Beef America receives. Beef  America
will  supply  to  Red Oak Hereford Farms, Inc.  all  current
pricing, premium and discount schedules.

3.   Beef America will purchase from Red Oak Hereford Farms,
inc.  all offal items (which are routinely processed by Beef
America)  from slaughtered cattle under this agreement.  The
purchase  price  will  be Beef America's  closing  inventory
price of these items determined the week prior to slaughter.
Beef  America will provide to Red Oak Hereford  Farms,  Inc.
documentation  of all offal prices, weights and  yields  for
the  time  period  representing the slaughter  of  Certified
Hereford Beef Red Oak Hereford Farms, Inc. has the option to
market any offal items.

4.   Beef America will purchase from Red Oak Hereford Farms,
Inc. all hides from slaughtered cattle under this agreement.
The purchase price will be determined by the previous week's
average  of the Chicago Daily Hide and Tallow Market Quotes.
All  hides  will be graded, weighed and processed separately
and  a  weekly  production report will be sent  to  Red  Oak
Hereford Farms, Inc.

5.    Beef  America will provide to Red Oak Hereford  Farms,
Inc.  the  fabrication yield information  on  the  Certified
Hereford  Beef that is processed. Beef America may  purchase
fabricated beef items from Red Oak Hereford Farms, Inc.  but
is under no obligation to do so.

6.    Beef America's payment to Red Oak Hereford Farms, Inc.
will  be  a  net payment (payment for non-certified  cattle,
plus  offal, plus hides, minus the slaughter and fabrication
fee)  closed  out  weekly with a check  issued  to  Red  Oak
Hereford Farms, Inc. within 7 days of slaughter.

7.    Red  Oak Hereford Farms, Inc. will pay Beef America  a
sum   of  $40.00  for  every  carcass  slaughtered  but  not
fabricated  (non-certified cattle). Red Oak Hereford  Farms,
Inc.  will pay Beef America according to the following scale
for every carcass fabricated.

               Number of Head Fabricated          Fee/head

                    1st 2000                      $100.00
                    Next 1000                     $ 95.00
                    Next 1000                     $ 90.00

     7A. Cost revised annually for actual cost increases.

     8.   Red Oak Hereford Farms, Inc. will deliver the cattle
for  weekly slaughter to the plant either the evening before
or  the  morning of the slaughter to be scheduled with  Beef
America cattle buyers.

     9.   Red Oak Hereford Farms, Inc. will notify the Omaha
corporate office (Paul Bergston) as to the number of  cattle
to  be delivered each week. This needs to be accomplished by
10:00 A.M. Tuesday.

10.   Red  Oak  Hereford Farms, inc. will be responsible  to
order,  deliver and pay for all custom boxes  for  Certified
Hereford  Beef  Red Oak Hereford Farms, inc.  will  own  the

<PAGE>

inventory  of  custom  boxes.  Each  weekly  close-out  will
include  a credit back to Red Oak Hereford Farms,  inc.  for
Beef America's regular cost of boxes.

11.   Red  Oak  Hereford Farms, inc. will  communicate  with
Norfolk   Fabrication  (Dennis  Sydow)  as  to   fabrication
instructions or changes by 10:00 A.M. Tuesday of each  week.
If Beef America purchases any product, this information must
be  part  of the fabrication order ("make sheet").  Red  Oak
Hereford  Farms, inc. needs to inform Beef  America  of  the
outcome  of  partial  boxes (i.e.,  shipped,  sold  to  Beef
America?).

12.   Red Oak Hereford Farms, Inc. will provide Beef America
with boxed beef shipping orders and truck schedules for  the
entire  weekly fabrication production (if the carcasses  are
fabricated on Saturday, then orders and schedules must be in
by  Friday  at  noon). Beef America's boxed  beef  inventory
space  is  limited which requires an "in and out" scheduling
of Certified Hereford Beef to eliminate potential problems.

13.  Red Oak Hereford Farms, inc. will have a representative
present  at the plant the day of slaughter and also the  day
of fabrication.

      TERM.  This AGREEMENT commences on the day  that  this
agreement  is  executed and shall terminate  March  1,  2000
unless  terminated  sooner  by a)  mutual  consent  of  both
parties;  b) if either party becomes insolvent or  bankrupt;
c)  violation of the terms of this agreement (with a 30  day
continuation period); or d) by either party for  any  reason
after  120  day  written notification.  Section  c)  is  not
applicable to paragraph 2.

AMENDMENTS.  This agreement may be amended at  any  time  by
mutual consent.

BINDING  EFFECT.  This agreement shall  be  binding  on  the
parties   hereto  and  their  respective  heirs,  executors,
successors, and/ assigns.

Signed                Date        Signed              Date

____________________________     ____________________________
President,                         President,
Beef  America                      Red Oak Hereford  Farms, Inc.


<PAGE>