EXHIBIT 10.3
                      KBK LOAN AGREEMENTS               


<PAGE>
                  CERTIFICATE OF SECRETARY
                            (Guaranty)


          The undersigned certifies that I am the Secretary of
RED OAK HEREFORD FARMS, INC., a Nevada corporation (the
"Corporation"), and that as such, I am authorized to execute this
Certificate on behalf of the Corporation.


          1.   Attached hereto as Exhibit A is a full, true and
correct copy of the Articles of Incorporation of the Corporation,
as amended.  There have been no amendments to the Articles of
Incorporation of the Corporation as filed in the office of the
Secretary of State of Nevada since March 17, 1997.

          2.   Attached hereto as Exhibit B is a true and correct
copy of the Bylaws of the Corporation as in effect on the date
hereof.

          IN WITNESS WHEREOF, I executed this Certificate on
April 21, 1998.


                              ___________________________________
                              Name:
                              Secretary,
                              Red Oak Hereford Farms, Inc.
                         
<PAGE>
                          Exhibit A 
      
                    Articles of Incorporation

                          Exhibit B
                                
                    Bylaws
<PAGE>
              CERTIFICATE OF CORPORATE RESOLUTIONS
                (AUTHORITY TO OBTAIN FINANCING)
                                

I, the undersigned, hereby certify that I am the Secretary of
RED OAK FARMS INC., a corporation duly organized and existing
under the laws of the State of Iowa (the "Corporation").

I further certify that the following resolutions were duly
adopted by the Board of Directors of the Corporation at a
meeting of the Board of Directors of the Corporation, duly and
legally called and held in accordance with the Articles or
Certificate of Incorporation, as the case may be, and Bylaws of
the Corporation on the ______ day of April, 1998, at which
meeting a quorum was present and voting throughout, or (if the
foregoing date was not completed) pursuant to a written consent
signed by all of the members of the Board of Directors of the
Corporation in accordance with the Articles or Certificate of
Incorporation, as the case may be, and Bylaws of the
Corporation, and that such resolutions are now in full force and
effect and have not been amended, modified or revoked:

     "RESOLVED, that each of the following officers and
representatives of this Corporation, acting alone:

   SSN               Name               Title            Signature

###-##-####    Gordon Reisinger       President
  
###-##-####    Harley Dillard       Vice President         
   

     acting alone without the joinder of any other officer or
     representative, is hereby authorized in the name and on
     behalf of this Corporation (i) to sell and discount with
     KBK Financial, Inc. ("KBK") commercial or other business
     paper, accounts receivable, contract rights, chattel
     paper and general intangibles (collectively, known herein
     as "Accounts") owned by this Corporation which are owing
     by, made or drawn by or upon third parties, without
     limits as to amounts on both a recourse and non-recourse
     basis under such terms and conditions as any one of such
     officers or representatives may deem necessary or proper,
     (ii) to borrow from and to otherwise incur liabilities to
     KBK from time to time, in such amounts, for such periods
     of time, at such rates of interest and payable in such
     manner as such officers may deem necessary or proper, and
     (iii) as evidence of the sale of Accounts or any such
     indebtedness so incurred, to execute and deliver to KBK
     such account transfer and purchase agreements, promissory
     notes, loan agreements and other instruments, documents
     and agreements, containing such terms and provisions as
     may be acceptable or agreeable to any one of such
     officers or representatives, such acceptance and
     agreement to be conclusively evidenced by the execution
     and delivery thereof by any one of such officers or
     representatives;
       
     FURTHER RESOLVED, that this Corporation grant to KBK a
     lien and/or security interest upon such assets of this
     Corporation as may be agreed upon between any one of the
     above named officers or representatives and KBK, as
     security for all present and future indebtedness,
     obligations and liabilities of this Corporation to KBK
     and that each of said officers or representatives, acting
     alone without the joinder of any other officer or
     representative, is hereby authorized in the name and on
     behalf of this Corporation to execute and deliver such
     security agreements, deeds of trust, mortgages and other
     instruments, documents and agreements as may be required
     by KBK in connection with each such grant of a lien
     and/or security interest and containing such terms and
     provisions as may be acceptable or agreeable to any one
     of such officers or representatives, such acceptance and
     agreement to be conclusively evidenced by the execution
     and delivery thereof by any one of such officers or
     representatives;
       
     FURTHER RESOLVED, that any one of the above named
     officers or representatives, acting alone without the
     joinder of any other officer or representative, is hereby
     authorized in the name and on behalf of this Corporation
     to take such further action and to do all things that any
     one of such officers or representatives deems necessary
     in connection with any (i) increases, renewals,
     extensions, rearrangements, retirements or compromises of
     any account transfer and purchase agreement or any
     indebtedness, obligations and liabilities owing to KBK
     from time to time by this Corporation, (ii) amendments to
     any of the provisions contained in any instruments,
     documents or agreements evidencing, securing, governing
     and/or pertaining to any account transfer and purchase
     agreement or any indebtedness, obligations and
     liabilities owing to KBK by this Corporation from time to
     time, (iii) to sell and assign Accounts to KBK and in
     connection therewith to execute any assignments, bills of
     sale, schedules, certificates and similar documents, and
     (iv) make any requests for advances under any credit
     facility that the Corporation may have from time to time
     with KBK;
     
     FURTHER RESOLVED, that all acts, transactions or
     agreements with KBK undertaken prior to the adoption of
     the foregoing resolutions by any one or more of the
     officers and/or representatives of this Corporation in
     its name and on its behalf in connection with the
     foregoing matters are hereby ratified, confirmed and
     adopted by this Corporation; and
       
     FURTHER RESOLVED, that each of the officers of this
     Corporation is hereby authorized and directed to certify
     these resolutions to KBK;
     
     FURTHER RESOLVED, the foregoing resolutions shall
     continue in full force and effect, and KBK is authorized
     to rely upon the foregoing resolutions unless and until
     (i) countermanded by resolution of the Board of Directors
     of this Corporation, and (ii) a copy of such resolution,
     properly certified by an officer of this Corporation, has
     actually been received by KBK."
     
I further certify that the foregoing resolutions do not conflict
with the Articles or Certificate of Incorporation, as the case
may be, or Bylaws of the Corporation, or any amendments thereto. 
I further certify that neither the seal of the Corporation, nor
the attestation by the Secretary, Assistant Secretary or any
other officer of the Corporation, is necessary to make any
instruments, documents or agreements executed by the officers or
representatives of this Corporation pursuant to the foregoing
resolutions, enforceable against the Corporation, unless such
seal is affixed to, or such attestation is provided on, such
instruments, documents or agreements.

I further certify that the officers of the Corporation set forth
above have been duly elected and qualified and as of the date
hereof hold the specified offices with the Corporation, that the
signature set forth beside each officer's name is the true
signature of such officer and that the signature set forth
beside the name of each of the representatives specified in the
foregoing resolutions is the true signature of such
representative.

IN WITNESS WHEREOF, I hereunto subscribe my name this _____ day
of April, 1998.

                                    
       ________________________________________
       
       Secretary

<PAGE>



April 12, 1998


Freezer Services - Fremont
950 S. Schneider Street
PO Box 350
Fremont, Nebraska 68026

Gentlemen:

     Pursuant to our financing agreements (the "Agreements")
with KBK Financial, Inc.  ("KBK"), we have granted to KBK a
security interest in, among other things: (a) all of our present
and future inventory and farm products, wherever located, and
the proceeds thereof, including without limitation all of our
inventory and farm products which we have heretofore delivered
to you for storage and is now in your possession and any of our
inventory and farm products which we may in the future deliver
to you for storage; and (b) all documents of title representing
any of the foregoing and the proceeds thereof.  Such inventory
and farm products includes, without limitation, certain
livestock, livestock products, meat and meat products.

     Pursuant to KBK's rights under the Agreements, KBK has
requested and we have agreed to issue to you the following
instructions regarding our inventory and farm products, all of
which instructions may not hereafter be modified or rescinded by
us except with the express written consent of KBK.

     With respect to any of our inventory and farm products
hereafter delivered by us to you for storage, you shall issue
therefor only non-negotiable warehouse receipts and such non-
negotiable warehouse receipts shall be issued only in KBK's
name.  You shall at no time issue negotiable warehouse receipts
to any party with respect to any of our inventory or farm
products.

     Please sign this letter below where provided to indicate
your consent and agreement to all of the foregoing and your
affirmation that:

     (a)  you have not heretofore issued negotiable warehouse
receipts with respect to any of our inventory or farm products
now in your possession; and

     (b)  with respect to any of our inventory or farm products
now or hereafter coming into your possession, you shall honor
any subsequent instructions issued to you by KBK as to the
disposition thereof, notwithstanding any instructions to the
contrary which you may receive from us or any third party, and
notwithstanding the fact that non-negotiable warehouse receipts
representing any such inventory or farm products have been
issued by you to us and are in our possession; and

Freezer Services - Fremont
August 12, 1998
Page 2

     (c)  any security interest, lien, right of distraint or
levy or other encumbrance or claim in your favor, whether for
unpaid slaughter, fabrication, and processing services, or
storage charges or otherwise, that you may now or hereafter have
in any of our inventory or farm products, shall be subject and
subordinate in all respects to any security interest which KBK
may now or hereafter have in any such inventory and farm
products; and 

     (d)  these instructions shall not be modified, amended, or
supplemented without the prior written consent of KBK; and

     (e)  KBK shall be provided with reasonable access to the
inventory and farm products described above for purposes of
auditing or appraising such inventory and farm products or
exercising its rights and remedies from time to time.

                                   Very truly yours,

                                   RED OAK FARMS, INC.

                                   By:                           
                             

                                   Title:                        
                             

AGREED:

FREEZER SERVICES - FREMONT

By:                                                              
 

Title:                                                           
 


<PAGE>



                    CERTIFICATE OF SECRETARY


          The undersigned certifies that I am the Secretary of
RED OAK FARMS, INC., an Iowa corporation (the "Corporation"), and
that as such, I am authorized to execute this Certificate on
behalf of the Corporation.

          1.   Attached hereto as Exhibit A is a full, true and
correct copy of the Articles of Incorporation of the Corporation. 
There have been no amendments to the Articles of Incorporation of
the Corporation.

          2.   Attached hereto as Exhibit B is a true and correct
copy of the Bylaws of the Corporation as in effect on the date
hereof.

          IN WITNESS WHEREOF, I executed this Certificate on
April 21, 1998.


                              ___________________________________
                              Name:
                              Secretary,
                              Red Oak Farms, Inc.     


<PAGE>

                           Exhibit A

                    Articles of Incorporation 

<PAGE>

                           Exhibit B
                             Bylaws

<PAGE>


                       SPECIFIC GUARANTY


THIS SPECIFIC GUARANTY (this "Guaranty") dated the 20th day of
April, 1998, is executed by the undersigned, GORDON M. REISINGER,
an individual, whose address for notice hereunder is 1985 203rd
Street, Red Oak, Iowa 51566 ("Guarantor") in favor of KBK
FINANCIAL, INC., a Delaware corporation, authorized to do
business in Texas, whose address for notice hereunder is 2200
City Center II, 301 Commerce Street, Fort Worth, Texas  76102
("KBK").

1.   Obligations.  As an inducement to KBK to extend or
     continue to extend credit and other financial
     accommodations to RED OAK FARMS, INC., an Iowa corporation
     ("Borrower"), Guarantor, for value received, does hereby
     unconditionally and absolutely guarantee the prompt and
     full payment and performance of the Guaranteed
     Indebtedness when due or declared to be due and at all
     times thereafter.  The term "Guaranteed Indebtedness"
     shall mean (i) all amounts owing by Borrower under that
     certain promissory note of even date herewith payable by
     Borrower to the order of KBK in the stated principal
     amount of $1,500,000 (the "Note"), (ii)  all obligations
     of Borrower to KBK under any documents evidencing,
     securing, governing and/or pertaining to the Note
     (collectively, the "Financing Documents"), (iii) all costs
     and expenses incurred by KBK in connection with the
     collection of all or any part of the indebtedness and
     obligations owing by Borrower under the Note and/or any of
     the other Financing Documents, or the protection of, or
     realization upon, the collateral securing all or any part
     of such indebtedness and obligations, and (iv) all
     renewals, extensions, modifications and rearrangements of
     the indebtedness and obligations owing by Borrower under
     the Note and/or the other Financing Documents.  This is an
     absolute, continuing and unconditional guarantee of
     payment and not of collection and if at any time or from
     time to time there is no outstanding Guaranteed
     Indebtedness, the obligations of Guarantor with respect to
     any and all Guaranteed Indebtedness incurred thereafter
     shall not be affected.  This Guaranty and the Guarantor's
     obligations hereunder are irrevocable and, in the event of
     Guarantor's death, shall be binding upon Guarantor's
     estate pursuant to paragraph 8 herein.  All of the
     Guaranteed Indebtedness shall be conclusively presumed to
     have been made or acquired in acceptance hereof. 
     Guarantor shall be liable, jointly and severally, with
     Borrower and any other guarantor of all or any part of the
     Guaranteed Indebtedness.

2.   Representations and Warranties.  Guarantor hereby
represents and warrants the following to KBK:

     (a)  This Guaranty may reasonably be expected to benefit,
          directly or indirectly, Guarantor, and (i) if
          Guarantor is a corporation, the Board of Directors
          of Guarantor has determined that this Guaranty may
          reasonably be expected to benefit, directly or
          indirectly, Guarantor, or (ii) if Guarantor is a
          partnership, the requisite number of its partners
          have determined that this Guaranty may reasonably be
          expected to benefit, directly or indirectly,
          Guarantor; and

     (b)  Guarantor has adequate means to obtain from Borrower
          on a continuing basis information concerning the
          financial condition of Borrower and Guarantor is not
          relying on KBK to provide such information to
          Guarantor either now or in the future; and

     (c)  Guarantor has the power and authority to execute,
          deliver and perform this Guaranty and any other
          agreements executed by Guarantor contemporaneously
          herewith, and the execution, delivery and
          performance of this Guaranty and any other
          agreements executed by Guarantor contemporaneously
          herewith do not and will not violate (i) any
          agreement or instrument to which Guarantor is a
          party, (ii) any law, rule, regulation or order of
          any governmental authority to which Guarantor is
          subject, or (iii) its articles or certificate of
          incorporation or bylaws, if Guarantor is a
          corporation, or its partnership agreement, if
          Guarantor is a partnership; and

     (d)  Neither KBK nor any other party has made any
          representation, warranty or statement to Guarantor
          in order to induce Guarantor to execute this
          Guaranty; and

     (e)  The financial statements and other financial
          information regarding Guarantor heretofore and
          hereafter delivered to KBK are and shall be true and
          correct in all material respects and fairly present
          the financial position of Guarantor as of the dates
          thereof, and no material adverse change has occurred
          in the financial condition of Guarantor reflected in
          the financial statements and other financial
          information regarding Guarantor heretofore delivered
          to KBK since the date of the last statement thereof;
          and

     (f)  As of the date hereof, and after giving effect to
          this Guaranty and the obligations evidenced hereby,
          (i) Guarantor is and will be solvent, (ii) the fair
          saleable value of Guarantor's assets exceeds and
          will continue to exceed its liabilities (both fixed
          and contingent), (iii) Guarantor is and will
          continue to be able to pay its debts as they mature,
          and (iv) if Guarantor is not an individual,
          Guarantor has and will continue to have sufficient
          capital to carry on its business and all businesses
          in which it is about to engage; and
            
     (g)  Guarantor acknowledges that, in consideration for
          its execution, delivery and performance of this
          Guaranty, Guarantor has received "reasonably
          equivalent in value" within the meaning of the
          Uniform Fraudulent Transfer Act set forth in Chapter
          24 of the Texas Business and Commerce Code, and
          Section 548 of the United States Bankruptcy Code, as
          amended; and
            
     (h)  Except as may be set out on any exhibit attached
          hereto, (i) there are no legal proceedings, material
          claims or demands pending or, to the knowledge of
          Guarantor, threatened against Guarantor or any of
          Guarantor's assets, (ii) Guarantor is not in
          material breach or material default of any legal
          requirement; and (iii) no event has occurred which,
          with a lapse of time or action by a third party,
          could result in Guarantor's material breach or
          material default under any legal requirement.

3.   Covenants.  Guarantor hereby covenants and agrees with KBK
as follows:

     (a)  Guarantor shall not, so long as its obligations
          under this Guaranty continue, transfer or pledge any
          material portion of its assets for less than full
          and adequate consideration; and

     (b)  Guarantor shall promptly furnish to KBK at any time
          and from time to time such financial statements and
          other financial information of Guarantor as the KBK
          may require, in form and substance satisfactory to
          KBK (including, without limitation, annual financial
          statements within 45 days after the end of each
          calendar year); and

     (c)  Guarantor shall promptly inform KBK of (i)_any
          litigation or governmental investigation against
          Guarantor or affecting any security for all or any
          part of the Guaranteed Indebtedness or this Guaranty
          which, if determined adversely, might have a
          material adverse effect upon the financial condition
          of Guarantor or upon such security or might cause a
          default under any of the Loan Documents, (ii)_any
          claim or controversy which might become the subject
          of such litigation or governmental investigation,
          and (iii)_any material adverse change in the
          financial condition of Guarantor; and

     (d)  Guarantor hereby subordinates all indebtedness now
          or hereafter owing by Borrower to Guarantor to the
          Guaranteed Indebtedness.

4.   Consent and Waiver.

     (a)  Guarantor waives (i) promptness, diligence and
          notice of acceptance of this Guaranty and notice of
          the incurring of any obligation, indebtedness or
          liability to which this Guaranty applies or may
          apply and waives presentment for payment, notice of
          nonpayment, protest, demand, notice of protest,
          notice of intent to accelerate, notice of
          acceleration, notice of dishonor, diligence in
          enforcement and indulgences of every kind, and (ii)
          the taking of any other action by KBK, including
          without limitation giving any notice of default or
          any other notice to, or making any demand on,
          Borrower, any other guarantor of all or any part of
          the Guaranteed Indebtedness or any other party.

     (b)  Guarantor waives any rights Guarantor has under, or
          any requirements imposed by, Chapter 34 of the Texas
          Business and Commerce Code, as in effect on the date
          of this Guaranty or as it may be amended from time
          to time and waives all other notices to which
          Guarantor may be entitled.

     (c)  KBK may at any time, without the consent of or
          notice to Guarantor, without incurring
          responsibility to Guarantor and without impairing,
          releasing, reducing or affecting the obligations of
          Guarantor hereunder: (i) change the manner, place or
          terms of payment of all or any part of the
          Guaranteed Indebtedness, or renew, extend, modify,
          rearrange or alter all or any part of the Guaranteed
          Indebtedness; (ii) change the interest rate accruing
          on any of the Guaranteed Indebtedness (including,
          without limitation, any periodic change in such
          interest rate that occurs because such Guaranteed
          Indebtedness accrues interest at a variable rate
          which may fluctuate from time to time); (iii) sell,
          exchange, release, surrender, subordinate, realize
          upon or otherwise deal with in any manner and in any
          order any collateral for all or any part of the
          Guaranteed Indebtedness or this Guaranty or setoff
          against all or any part of the Guaranteed
          Indebtedness; (iv) neglect, delay, omit, fail or
          refuse to take or prosecute any action for the
          collection of all or any part of the Guaranteed
          Indebtedness or this Guaranty or to take or
          prosecute any action in connection with any of the
          Loan Documents; (v) exercise or refrain from
          exercising any rights against Borrower or others, or
          otherwise act or refrain from acting; (vi) settle or
          compromise all or any part of the Guaranteed
          Indebtedness and subordinate the payment of all or
          any part of the Guaranteed Indebtedness to the
          payment of any obligations, indebtedness or
          liabilities which may be due or become due to KBK or
          others; (vii) apply any payment, collections through
          process of law or otherwise or other collateral of
          Borrower to the satisfaction and liquidation of the
          indebtedness or obligations of Borrower to KBK not
          guaranteed under this Guaranty; and (viii) apply any
          sums paid to KBK by Guarantor, Borrower or others to
          the Guaranteed Indebtedness in such order and manner
          as KBK, in its sole discretion, may determine.

     (d)  Should KBK seek to enforce the obligations of
          Guarantor hereunder by action in any court or
          otherwise, Guarantor waives any requirement,
          substantive or procedural, that (i) KBK first
          enforce any rights or remedies against Borrower or
          any other person or entity liable to KBK for all or
          any part of the Guaranteed Indebtedness, including
          without limitation that a judgment first be rendered
          against Borrower or any other person or entity, or
          that Borrower or any other person or entity should
          be joined in such cause, or (ii) KBK first enforce
          rights against any collateral which shall ever have
          been given to secure all or any part of the
          Guaranteed Indebtedness or this Guaranty.  Such
          waiver shall be without prejudice to KBK's right, at
          its option, to proceed against Borrower or any other
          person or entity, whether by separate action or by
          joinder.  

     (e)  In addition to any other waivers, agreements and
          covenants of Guarantor set forth herein, Guarantor
          hereby further waives and releases all claims,
          causes of action, defenses and offsets for any act
          or omission of KBK, its directors, officers,
          employees, representatives or agents in connection
          with KBK's administration of the Guaranteed
          Indebtedness, except for KBK's willful misconduct
          and gross negligence.

5.   Obligations Not Impaired.

     (a)  Guarantor agrees that its obligations hereunder
          shall not be released, diminished, impaired, reduced
          or affected by the occurrence of any one or more of
          the following events: (i) the death, disability or
          lack of corporate power of Borrower, Guarantor
          (except as provided in paragraph 8 herein) or any
          other guarantor of all or any part of the Guaranteed
          Indebtedness, (ii) any receivership, insolvency,
          bankruptcy or other proceedings affecting Borrower,
          Guarantor or any other guarantor of all or any part
          of the Guaranteed Indebtedness, or any of their
          respective property; (iii) the partial or total
          release or discharge of Borrower or any other
          guarantor of all or any part of the Guaranteed
          Indebtedness, or any other person or entity from the
          performance of any obligation contained in any
          instrument or agreement evidencing, governing or
          securing all or any part of the Guaranteed
          Indebtedness, whether occurring by reason of law or
          otherwise; (iv) the taking or accepting of any
          collateral for all or any part of the Guaranteed
          Indebtedness or this Guaranty; (v) the taking or
          accepting of any other guaranty for all or any part
          of the Guaranteed Indebtedness; (vi) any failure by
          KBK to acquire, perfect or continue any lien or
          security interest on collateral securing all or any
          part of the Guaranteed Indebtedness or this
          Guaranty; (vii) the impairment of any collateral
          securing all or any part of the Guaranteed
          Indebtedness or this Guaranty; (viii) any failure by
          KBK to sell any collateral securing all or any part
          of the Guaranteed Indebtedness or this Guaranty in a
          commercially reasonable manner or as otherwise
          required by law; (ix) any invalidity or
          unenforceability of or defect or deficiency in any
          of the Loan Documents; or (x) any other circumstance
          which might otherwise constitute a defense available
          to, or discharge of, Borrower or any other guarantor
          of all or any part of the Guaranteed Indebtedness.

     (b)  This Guaranty shall continue to be effective or be
          reinstated, as the case may be, if at any time any
          payment of all or any part of the Guaranteed
          Indebtedness is rescinded or must otherwise be
          returned by KBK upon the insolvency, bankruptcy or
          reorganization of Borrower, Guarantor, any other
          guarantor of all or any part of the Guaranteed
          Indebtedness, or otherwise, all as though such
          payment had not been made.

     (c)  Guarantor agrees that its obligations hereunder
          shall not be released, diminished, impaired, reduced
          or affected by the existence of any other guaranty
          or the payment by any other guarantor of all or any
          part of the Guaranteed Indebtedness.

     (d)  Guarantor's obligations hereunder shall not be
          released, diminished, impaired, reduced or affected
          by, nor shall any provision contained herein be
          deemed to be a limitation upon, the amount of credit
          which KBK may extend to Borrower, the number of
          transactions between KBK and Borrower, payments by
          Borrower to KBK or KBK's allocation of payments by
          Borrower.

     (e)  In the event Borrower is a corporation or
          partnership, none of the following shall affect
          Guarantor's liability hereunder: (i) the
          unenforceability of all or any part of the
          Guaranteed Indebtedness against Borrower by reason
          of the fact that the Guaranteed Indebtedness exceeds
          the amount permitted by law; (ii) the act of
          creating all or any part of the Guaranteed
          Indebtedness is ultra vires; or (iii) the officers
          or partners creating all or any part of the
          Guaranteed Indebtedness acted in excess of their
          authority.  Guarantor hereby acknowledges that
          withdrawal from, or termination of, any ownership
          interest in Borrower now or hereafter owned or held
          by Guarantor shall not alter, affect or in any way
          limit the obligations of Guarantor hereunder.

6.   Actions against Guarantor.  In the event of a default in
     the payment or performance of all or any part of the
     Guaranteed Indebtedness when such Guaranteed Indebtedness
     becomes due, whether by its terms, by acceleration or
     otherwise, Guarantor shall pay the amount due thereon to
     KBK, in lawful money of the United States, at KBK's
     address set forth above within 5 days after demand thereof
     by KBK.  One or more successive or concurrent actions may
     be brought against Guarantor, either in the same action in
     which Borrower is sued or in separate actions, as often as
     KBK deems advisable.  The exercise by KBK of any right or
     remedy under this Guaranty or under any other agreement or
     instrument, at law, in equity or otherwise, shall not
     preclude concurrent or subsequent exercise of any other
     right or remedy.  The books and records of KBK shall be
     admissible in evidence in any action or proceeding
     involving this Guaranty and shall be prima facie evidence
     of the payments made on, and the outstanding balance of,
     the Guaranteed Indebtedness.

7.   Payment by Guarantor.  Whenever Guarantor pays any sum
     which is or may become due under this Guaranty, written
     notice must be delivered to KBK contemporaneously with
     such payment.  In the absence of such notice to KBK by
     Guarantor in compliance with the provisions hereof, any
     sums received by KBK on account of the Guaranteed
     Indebtedness shall be conclusively deemed paid by
     Borrower.

8.   Death of Guarantor.  In the event of the death of
     Guarantor, the obligations of the deceased Guarantor under
     this Guaranty shall continue as an obligation against
     Guarantor's estate as to (a) all of the Guaranteed
     Indebtedness that is outstanding on the date of
     Guarantor's death, and any renewals or extensions thereof,
     and (b) all loans, advances and other extensions of credit
     made to or for the account of Borrower on or after the
     date of Guarantor's death pursuant to an obligation of KBK
     under a commitment or agreement described in paragraph 1
     above and made to or with Borrower prior to the date of
     Guarantor's death.  The terms and conditions of this
     Guaranty, including without limitation the consents and
     waivers set forth in paragraph 4 hereof, shall remain in
     effect with respect to the Guaranteed Indebtedness
     described in the preceding sentence in the same manner as
     if Guarantor had not died.

9.   Notice of Sale.  In the event that Guarantor is entitled
     to receive any notice under the Uniform Commercial Code,
     as it exists in the state governing any such notice, of
     the sale or other disposition of any collateral securing
     all or any part of the Guaranteed Indebtedness or this
     Guaranty, reasonable notice shall be deemed given when
     such notice is deposited in the United States mail,
     postage prepaid, at the address for Guarantor set forth on
     the first page of this Guaranty, five (5) days prior to
     the date any public sale, or after which any private sale,
     of any such collateral is to be held; provided, however,
     that notice given in any other reasonable manner or at any
     other reasonable time shall be sufficient.

10.  Waiver by KBK.  No delay on the part of KBK in exercising
     any right hereunder or failure to exercise the same shall
     operate as a waiver of such right.  In no event shall any
     waiver of the provisions of this Guaranty be effective
     unless the same be in writing and signed by an officer of
     KBK, and then only in the specific instance and for the
     purpose given.

11.  Successors and Assigns.  This Guaranty is for the benefit
     of KBK, its successors and assigns, and in the event of an
     assignment by KBK of the Guaranteed Indebtedness, or any
     part thereof, the rights and benefits hereunder shall be
     transferred with such indebtedness.  This Guaranty is
     binding upon Guarantor and Guarantor's heirs, executors,
     administrators, personal representatives and successors,
     including without limitation any person or entity
     obligated by operation of law upon the reorganization,
     merger, consolidation or other change in the
     organizational structure of Guarantor.

12.  Costs and Expenses.  Guarantor shall pay on demand by KBK
     all costs and expenses, including without limitation all
     reasonable attorneys' fees, incurred by KBK in connection
     with the enforcement and/or collection of this Guaranty. 
     This covenant shall survive the payment of the Guaranteed
     Indebtedness.

13.  Severability.  If any provision of this Guaranty is held
     by a court of competent jurisdiction to be illegal,
     invalid or unenforceable under present or future laws,
     such provision shall be fully severable, shall not impair
     or invalidate the remainder of this Guaranty and the
     effect thereof shall be confined to the provision held to
     be illegal, invalid or unenforceable.

14.  No Obligation.  Nothing contained herein shall be
     construed as an obligation on the part of KBK to extend or
     continue to extend credit to Borrower.

15.  Amendment.  No modification or amendment of any provision
     of this Guaranty, nor consent to any departure by
     Guarantor therefrom, shall be effective unless the same
     shall be in writing and signed by an officer of KBK, and
     then shall be effective only in the specific instance and
     for the purpose for which given.

16.  Cumulative Rights.  All rights and remedies of KBK
     hereunder are cumulative of each other and of every other
     right or remedy which KBK may otherwise have at law or in
     equity or under any instrument or agreement, and the
     exercise of one or more of such rights or remedies shall
     not prejudice or impair the concurrent or subsequent
     exercise of any other rights or remedies.

17.  Governing Law; Venue; Submission to Jurisdiction.  THIS
     GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
     WITH THE LAWS OF THE STATE OF TEXAS WITHOUT GIVING EFFECT
     TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.  THIS
     GUARANTY IS PERFORMABLE IN TARRANT COUNTY, TEXAS. 
     GUARANTOR AGREES THAT TARRANT COUNTY, TEXAS SHALL BE THE
     EXCLUSIVE VENUE FOR LITIGATION OF ANY DISPUTE OR CLAIM
     ARISING UNDER OR RELATING TO THIS GUARANTY, AND THAT SUCH
     COUNTY IS A CONVENEINT FORUM IN WHICH TO DECIDE ANY SUCH
     DISPUTE OR CLAIM.  GUARANTOR CONSENTS TO THE PERSONAL
     JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN
     TARRANT COUNTY, TEXAS FOR THE LITIGATION OF ANY SUCH
     DISPUTE OR CLAIM.  GUARANTOR IRREVOCABLY WAIVES, TO THE
     FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT
     MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF
     ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM
     THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN
     BROUGHT IN AN INCONVENIENT FORUM.

18.  Compliance with Applicable Usury Laws.  Notwithstanding
     any other provision of this Guaranty or of any instrument
     or agreement evidencing, governing or securing all or any
     part of the Guaranteed Indebtedness, Guarantor and KBK by
     its acceptance hereof agree that Guarantor shall never be
     required or obligated to pay interest in excess of the
     maximum nonusurious interest rate as may be authorized by
     applicable law for the written contracts which constitute
     the Guaranteed Indebtedness.  It is the intention of
     Guarantor and KBK to conform strictly to the applicable
     laws which limit interest rates, and any of the aforesaid
     contracts for interest, if and to the extent payable by
     Guarantor, shall be held to be subject to reduction to the
     maximum nonusurious interest rate allowed under said law.

19.  Descriptive Headings.  The headings in this Guaranty are
     for convenience only and shall not define or limit the
     provisions hereof.

20.  Gender.  Within this Guaranty, words of any gender shall
     be held and construed to include the other gender.

21.  Notices.  All notices hereunder shall be in writing and
     shall be personally delivered or sent by registered or
     certified mail, return receipt requested, to the address
     for KBK and Guarantor set forth on the first page of this
     Guaranty.  KBK and Guarantor may, by proper written notice
     hereunder, change the address to which notices may be sent
     thereafter to such party.
      
22.  Entire Agreement.  This Guaranty contains the entire
     agreement between Guarantor and KBK regarding the subject
     matter hereof and supersedes all prior written and oral
     agreements and understandings, if any, regarding same;
     provided, however, this Guaranty is in addition to and
     does not replace, cancel, modify or affect any other
     guaranty of Guarantor now or hereafter held by KBK that
     relates to Borrower or any other person or entity.

23.  WAIVER OF JURY TRIAL.  GUARANTOR HEREBY IRREVOCABLY
     WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY RIGHT
     GUARANTOR MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY
     LITIGATION DIRECTLY OR INDIRECTLY AT ANY TIME ARISING OUT
     OF, UNDER OR IN CONNECTION WITH THIS GUARANTY OR ANY
     TRANSACTION CONTEMPLATED HEREBY OR ASSOCIATED HEREWITH.
       



24.  NOTICE OF NO ORAL AGREEMENTS.  THIS GUARANTY REPRESENTS
     THE FINAL AGREEMENT BETWEEN THE PARTIES HERETO WITH
     RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREIN AND MAY
     NOT CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
     SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO
     UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

EXECUTED AND EFFECTIVE as of the date first set forth above.

       GUARANTOR:

                                                                
  
       GORDON M. REISINGER

                                     
                                

<PAGE>

                       SPECIFIC GUARANTY


THIS SPECIFIC GUARANTY (this "Guaranty") dated the 20th day of
April, 1998, is executed by the undersigned, RED OAK HEREFORD
FARMS, INC., a Nevada corporation, whose address for notice
hereunder is 2010 Commerce Drive, Red Oak, Iowa 51566 ("Guarantor")
in favor of KBK FINANCIAL, INC., a Delaware corporation, authorized
to do business in Texas, whose address for notice hereunder is 2200
City Center II, 301 Commerce Street, Fort Worth, Texas  76102
("KBK").

1.   Obligations.  As an inducement to KBK to extend or continue
     to extend credit and other financial accommodations to RED
     OAK FARMS, INC., an Iowa corporation ("Borrower"),
     Guarantor, for value received, does hereby unconditionally
     and absolutely guarantee the prompt and full payment and
     performance of the Guaranteed Indebtedness when due or
     declared to be due and at all times thereafter.  The term
     "Guaranteed Indebtedness" shall mean (i) all amounts owing
     by Borrower under that certain promissory note of even date
     herewith payable by Borrower to the order of KBK in the
     stated principal amount of $1,500,000 (the "Note"), (ii) 
     all obligations of Borrower to KBK under any documents
     evidencing, securing, governing and/or pertaining to the
     Note (collectively, the "Financing Documents"), (iii) all
     costs and expenses incurred by KBK in connection with the
     collection of all or any part of the indebtedness and
     obligations owing by Borrower under the Note and/or any of
     the other Financing Documents, or the protection of, or
     realization upon, the collateral securing all or any part
     of such indebtedness and obligations, and (iv) all
     renewals, extensions, modifications and rearrangements of
     the indebtedness and obligations owing by Borrower under
     the Note and/or the other Financing Documents.  This is an
     absolute, continuing and unconditional guarantee of payment
     and not of collection and if at any time or from time to
     time there is no outstanding Guaranteed Indebtedness, the
     obligations of Guarantor with respect to any and all
     Guaranteed Indebtedness incurred thereafter shall not be
     affected.  This Guaranty and the Guarantor's obligations
     hereunder are irrevocable and, in the event of Guarantor's
     death, shall be binding upon Guarantor's estate pursuant to
     paragraph 8 herein.  All of the Guaranteed Indebtedness
     shall be conclusively presumed to have been made or
     acquired in acceptance hereof.  Guarantor shall be liable,
     jointly and severally, with Borrower and any other
     guarantor of all or any part of the Guaranteed
     Indebtedness.

2.   Representations and Warranties.  Guarantor hereby
represents and warrants the following to KBK:

     (a)  This Guaranty may reasonably be expected to benefit,
          directly or indirectly, Guarantor, and (i) if
          Guarantor is a corporation, the Board of Directors of
          Guarantor has determined that this Guaranty may
          reasonably be expected to benefit, directly or
          indirectly, Guarantor, or (ii) if Guarantor is a
          partnership, the requisite number of its partners have
          determined that this Guaranty may reasonably be
          expected to benefit, directly or indirectly,
          Guarantor; and

     (b)  Guarantor has adequate means to obtain from Borrower
          on a continuing basis information concerning the
          financial condition of Borrower and Guarantor is not
          relying on KBK to provide such information to
          Guarantor either now or in the future; and

     (c)  Guarantor has the power and authority to execute,
          deliver and perform this Guaranty and any other
          agreements executed by Guarantor contemporaneously
          herewith, and the execution, delivery and performance
          of this Guaranty and any other agreements executed by
          Guarantor contemporaneously herewith do not and will
          not violate (i) any agreement or instrument to which
          Guarantor is a party, (ii) any law, rule, regulation
          or order of any governmental authority to which
          Guarantor is subject, or (iii) its articles or
          certificate of incorporation or bylaws, if Guarantor
          is a corporation, or its partnership agreement, if
          Guarantor is a partnership; and

     (d)  Neither KBK nor any other party has made any
          representation, warranty or statement to Guarantor in
          order to induce Guarantor to execute this Guaranty;
          and

     (e)  The financial statements and other financial
          information regarding Guarantor heretofore and
          hereafter delivered to KBK are and shall be true and
          correct in all material respects and fairly present
          the financial position of Guarantor as of the dates
          thereof, and no material adverse change has occurred
          in the financial condition of Guarantor reflected in
          the financial statements and other financial
          information regarding Guarantor heretofore delivered
          to KBK since the date of the last statement thereof;
          and

     (f)  As of the date hereof, and after giving effect to this
          Guaranty and the obligations evidenced hereby, (i)
          Guarantor is and will be solvent, (ii) the fair
          saleable value of Guarantor's assets exceeds and will
          continue to exceed its liabilities (both fixed and
          contingent), (iii) Guarantor is and will continue to
          be able to pay its debts as they mature, and (iv) if
          Guarantor is not an individual, Guarantor has and will
          continue to have sufficient capital to carry on its
          business and all businesses in which it is about to
          engage; and
           
     (g)  Guarantor acknowledges that, in consideration for its
          execution, delivery and performance of this Guaranty,
          Guarantor has received "reasonably equivalent in
          value" within the meaning of the Uniform Fraudulent
          Transfer Act set forth in Chapter 24 of the Texas
          Business and Commerce Code, and Section 548 of the
          United States Bankruptcy Code, as amended; and
          
     (h)  Except as may be set out on any exhibit attached
          hereto, (i) there are no legal proceedings, material
          claims or demands pending or, to the knowledge of
          Guarantor, threatened against Guarantor or any of
          Guarantor's assets, (ii) Guarantor is not in material
          breach or material default of any legal requirement;
          and (iii) no event has occurred which, with a lapse of
          time or action by a third party, could result in
          Guarantor's material breach or material default under
          any legal requirement.

3.   Covenants.  Guarantor hereby covenants and agrees with KBK
as follows:

     (a)  Guarantor shall not, so long as its obligations under
          this Guaranty continue, transfer or pledge any
          material portion of its assets for less than full and
          adequate consideration; and

     (b)  Guarantor shall promptly furnish to KBK at any time
          and from time to time such financial statements and
          other financial information of Guarantor as the KBK
          may require, in form and substance satisfactory to KBK
          (including, without limitation, annual financial
          statements within 45 days after the end of each
          calendar year); and

     (c)  Guarantor shall promptly inform KBK of (i) any
          litigation or governmental investigation against
          Guarantor or affecting any security for all or any
          part of the Guaranteed Indebtedness or this Guaranty
          which, if determined adversely, might have a material
          adverse effect upon the financial condition of
          Guarantor or upon such security or might cause a
          default under any of the Loan Documents, (ii) any
          claim or controversy which might become the subject of
          such litigation or governmental investigation, and
          (iii) any material adverse change in the financial
          condition of Guarantor; and

     (d)  Guarantor hereby subordinates all indebtedness now or
          hereafter owing by Borrower to Guarantor to the
          Guaranteed Indebtedness.

4.   Consent and Waiver.

     (a)  Guarantor waives (i) promptness, diligence and notice
          of acceptance of this Guaranty and notice of the
          incurring of any obligation, indebtedness or liability
          to which this Guaranty applies or may apply and waives
          presentment for payment, notice of nonpayment,
          protest, demand, notice of protest, notice of intent
          to accelerate, notice of acceleration, notice of
          dishonor, diligence in enforcement and indulgences of
          every kind, and (ii) the taking of any other action by
          KBK, including without limitation giving any notice of
          default or any other notice to, or making any demand
          on, Borrower, any other guarantor of all or any part
          of the Guaranteed Indebtedness or any other party.

     (b)  Guarantor waives any rights Guarantor has under, or
          any requirements imposed by, Chapter 34 of the Texas
          Business and Commerce Code, as in effect on the date
          of this Guaranty or as it may be amended from time to
          time and waives all other notices to which Guarantor
          may be entitled.

     (c)  KBK may at any time, without the consent of or notice
          to Guarantor, without incurring responsibility to
          Guarantor and without impairing, releasing, reducing
          or affecting the obligations of Guarantor hereunder:
          (i) change the manner, place or terms of payment of
          all or any part of the Guaranteed Indebtedness, or
          renew, extend, modify, rearrange or alter all or any
          part of the Guaranteed Indebtedness; (ii) change the
          interest rate accruing on any of the Guaranteed
          Indebtedness (including, without limitation, any
          periodic change in such interest rate that occurs
          because such Guaranteed Indebtedness accrues interest
          at a variable rate which may fluctuate from time to
          time); (iii) sell, exchange, release, surrender,
          subordinate, realize upon or otherwise deal with in
          any manner and in any order any collateral for all or
          any part of the Guaranteed Indebtedness or this
          Guaranty or setoff against all or any part of the
          Guaranteed Indebtedness; (iv) neglect, delay, omit,
          fail or refuse to take or prosecute any action for the
          collection of all or any part of the Guaranteed
          Indebtedness or this Guaranty or to take or prosecute
          any action in connection with any of the Loan
          Documents; (v) exercise or refrain from exercising any
          rights against Borrower or others, or otherwise act or
          refrain from acting; (vi) settle or compromise all or
          any part of the Guaranteed Indebtedness and
          subordinate the payment of all or any part of the
          Guaranteed Indebtedness to the payment of any
          obligations, indebtedness or liabilities which may be
          due or become due to KBK or others; (vii) apply any
          payment, collections through process of law or
          otherwise or other collateral of Borrower to the
          satisfaction and liquidation of the indebtedness or
          obligations of Borrower to KBK not guaranteed under
          this Guaranty; and (viii) apply any sums paid to KBK
          by Guarantor, Borrower or others to the Guaranteed
          Indebtedness in such order and manner as KBK, in its
          sole discretion, may determine.

     (d)  Should KBK seek to enforce the obligations of
          Guarantor hereunder by action in any court or
          otherwise, Guarantor waives any requirement,
          substantive or procedural, that (i) KBK first enforce
          any rights or remedies against Borrower or any other
          person or entity liable to KBK for all or any part of
          the Guaranteed Indebtedness, including without
          limitation that a judgment first be rendered against
          Borrower or any other person or entity, or that
          Borrower or any other person or entity should be
          joined in such cause, or (ii) KBK first enforce rights
          against any collateral which shall ever have been
          given to secure all or any part of the Guaranteed
          Indebtedness or this Guaranty.  Such waiver shall be
          without prejudice to KBK's right, at its option, to
          proceed against Borrower or any other person or
          entity, whether by separate action or by joinder.  

     (e)  In addition to any other waivers, agreements and
          covenants of Guarantor set forth herein, Guarantor
          hereby further waives and releases all claims, causes
          of action, defenses and offsets for any act or
          omission of KBK, its directors, officers, employees,
          representatives or agents in connection with KBK's
          administration of the Guaranteed Indebtedness, except
          for KBK's willful misconduct and gross negligence.

5.   Obligations Not Impaired.

     (a)  Guarantor agrees that its obligations hereunder shall
          not be released, diminished, impaired, reduced or
          affected by the occurrence of any one or more of the
          following events: (i) the death, disability or lack of
          corporate power of Borrower, Guarantor (except as
          provided in paragraph 8 herein) or any other guarantor
          of all or any part of the Guaranteed Indebtedness,
          (ii) any receivership, insolvency, bankruptcy or other
          proceedings affecting Borrower, Guarantor or any other
          guarantor of all or any part of the Guaranteed
          Indebtedness, or any of their respective property;
          (iii) the partial or total release or discharge of
          Borrower or any other guarantor of all or any part of
          the Guaranteed Indebtedness, or any other person or
          entity from the performance of any obligation
          contained in any instrument or agreement evidencing,
          governing or securing all or any part of the
          Guaranteed Indebtedness, whether occurring by reason
          of law or otherwise; (iv) the taking or accepting of
          any collateral for all or any part of the Guaranteed
          Indebtedness or this Guaranty; (v) the taking or
          accepting of any other guaranty for all or any part of
          the Guaranteed Indebtedness; (vi) any failure by KBK
          to acquire, perfect or continue any lien or security
          interest on collateral securing all or any part of the
          Guaranteed Indebtedness or this Guaranty; (vii) the
          impairment of any collateral securing all or any part
          of the Guaranteed Indebtedness or this Guaranty;
          (viii) any failure by KBK to sell any collateral
          securing all or any part of the Guaranteed
          Indebtedness or this Guaranty in a commercially
          reasonable manner or as otherwise required by law;
          (ix) any invalidity or unenforceability of or defect
          or deficiency in any of the Loan Documents; or (x) any
          other circumstance which might otherwise constitute a
          defense available to, or discharge of, Borrower or any
          other guarantor of all or any part of the Guaranteed
          Indebtedness.

     (b)  This Guaranty shall continue to be effective or be
          reinstated, as the case may be, if at any time any
          payment of all or any part of the Guaranteed
          Indebtedness is rescinded or must otherwise be
          returned by KBK upon the insolvency, bankruptcy or
          reorganization of Borrower, Guarantor, any other
          guarantor of all or any part of the Guaranteed
          Indebtedness, or otherwise, all as though such payment
          had not been made.

     (c)  Guarantor agrees that its obligations hereunder shall
          not be released, diminished, impaired, reduced or
          affected by the existence of any other guaranty or the
          payment by any other guarantor of all or any part of
          the Guaranteed Indebtedness.

     (d)  Guarantor's obligations hereunder shall not be
          released, diminished, impaired, reduced or affected
          by, nor shall any provision contained herein be deemed
          to be a limitation upon, the amount of credit which
          KBK may extend to Borrower, the number of transactions
          between KBK and Borrower, payments by Borrower to KBK
          or KBK's allocation of payments by Borrower.

     (e)  In the event Borrower is a corporation or partnership,
          none of the following shall affect Guarantor's
          liability hereunder: (i) the unenforceability of all
          or any part of the Guaranteed Indebtedness against
          Borrower by reason of the fact that the Guaranteed
          Indebtedness exceeds the amount permitted by law; (ii)
          the act of creating all or any part of the Guaranteed
          Indebtedness is ultra vires; or (iii) the officers or
          partners creating all or any part of the Guaranteed
          Indebtedness acted in excess of their authority. 
          Guarantor hereby acknowledges that withdrawal from, or
          termination of, any ownership interest in Borrower now
          or hereafter owned or held by Guarantor shall not
          alter, affect or in any way limit the obligations of
          Guarantor hereunder.

6.   Actions against Guarantor.  In the event of a default in
     the payment or performance of all or any part of the
     Guaranteed Indebtedness when such Guaranteed Indebtedness
     becomes due, whether by its terms, by acceleration or
     otherwise, Guarantor shall pay the amount due thereon to
     KBK, in lawful money of the United States, at KBK's address
     set forth above within 5 days after demand thereof by KBK. 
     One or more successive or concurrent actions may be brought
     against Guarantor, either in the same action in which
     Borrower is sued or in separate actions, as often as KBK
     deems advisable.  The exercise by KBK of any right or
     remedy under this Guaranty or under any other agreement or
     instrument, at law, in equity or otherwise, shall not
     preclude concurrent or subsequent exercise of any other
     right or remedy.  The books and records of KBK shall be
     admissible in evidence in any action or proceeding
     involving this Guaranty and shall be prima facie evidence
     of the payments made on, and the outstanding balance of,
     the Guaranteed Indebtedness.

7.   Payment by Guarantor.  Whenever Guarantor pays any sum
     which is or may become due under this Guaranty, written
     notice must be delivered to KBK contemporaneously with such
     payment.  In the absence of such notice to KBK by Guarantor
     in compliance with the provisions hereof, any sums received
     by KBK on account of the Guaranteed Indebtedness shall be
     conclusively deemed paid by Borrower.

8.   Death of Guarantor.  In the event of the death of
     Guarantor, the obligations of the deceased Guarantor under
     this Guaranty shall continue as an obligation against
     Guarantor's estate as to (a) all of the Guaranteed
     Indebtedness that is outstanding on the date of Guarantor's
     death, and any renewals or extensions thereof, and (b) all
     loans, advances and other extensions of credit made to or
     for the account of Borrower on or after the date of
     Guarantor's death pursuant to an obligation of KBK under a
     commitment or agreement described in paragraph 1 above and
     made to or with Borrower prior to the date of Guarantor's
     death.  The terms and conditions of this Guaranty,
     including without limitation the consents and waivers set
     forth in paragraph 4 hereof, shall remain in effect with
     respect to the Guaranteed Indebtedness described in the
     preceding sentence in the same manner as if Guarantor had
     not died.

9.   Notice of Sale.  In the event that Guarantor is entitled to
     receive any notice under the Uniform Commercial Code, as it
     exists in the state governing any such notice, of the sale
     or other disposition of any collateral securing all or any
     part of the Guaranteed Indebtedness or this Guaranty,
     reasonable notice shall be deemed given when such notice is
     deposited in the United States mail, postage prepaid, at
     the address for Guarantor set forth on the first page of
     this Guaranty, five (5) days prior to the date any public
     sale, or after which any private sale, of any such
     collateral is to be held; provided, however, that notice
     given in any other reasonable manner or at any other
     reasonable time shall be sufficient.

10.  Waiver by KBK.  No delay on the part of KBK in exercising
     any right hereunder or failure to exercise the same shall
     operate as a waiver of such right.  In no event shall any
     waiver of the provisions of this Guaranty be effective
     unless the same be in writing and signed by an officer of
     KBK, and then only in the specific instance and for the
     purpose given.

11.  Successors and Assigns.  This Guaranty is for the benefit
     of KBK, its successors and assigns, and in the event of an
     assignment by KBK of the Guaranteed Indebtedness, or any
     part thereof, the rights and benefits hereunder shall be
     transferred with such indebtedness.  This Guaranty is
     binding upon Guarantor and Guarantor's heirs, executors,
     administrators, personal representatives and successors,
     including without limitation any person or entity obligated
     by operation of law upon the reorganization, merger,
     consolidation or other change in the organizational
     structure of Guarantor.

12.  Costs and Expenses.  Guarantor shall pay on demand by KBK
     all costs and expenses, including without limitation all
     reasonable attorneys' fees, incurred by KBK in connection
     with the enforcement and/or collection of this Guaranty. 
     This covenant shall survive the payment of the Guaranteed
     Indebtedness.

13.  Severability.  If any provision of this Guaranty is held by
     a court of competent jurisdiction to be illegal, invalid or
     unenforceable under present or future laws, such provision
     shall be fully severable, shall not impair or invalidate
     the remainder of this Guaranty and the effect thereof shall
     be confined to the provision held to be illegal, invalid or
     unenforceable.

14.  No Obligation.  Nothing contained herein shall be construed
     as an obligation on the part of KBK to extend or continue
     to extend credit to Borrower.

15.  Amendment.  No modification or amendment of any provision
     of this Guaranty, nor consent to any departure by Guarantor
     therefrom, shall be effective unless the same shall be in
     writing and signed by an officer of KBK, and then shall be
     effective only in the specific instance and for the purpose
     for which given.

16.  Cumulative Rights.  All rights and remedies of KBK
     hereunder are cumulative of each other and of every other
     right or remedy which KBK may otherwise have at law or in
     equity or under any instrument or agreement, and the
     exercise of one or more of such rights or remedies shall
     not prejudice or impair the concurrent or subsequent
     exercise of any other rights or remedies.

17.  Governing Law; Venue; Submission to Jurisdiction.  THIS
     GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
     WITH THE LAWS OF THE STATE OF TEXAS WITHOUT GIVING EFFECT
     TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.  THIS
     GUARANTY IS PERFORMABLE IN TARRANT COUNTY, TEXAS. 
     GUARANTOR AGREES THAT TARRANT COUNTY, TEXAS SHALL BE THE
     EXCLUSIVE VENUE FOR LITIGATION OF ANY DISPUTE OR CLAIM
     ARISING UNDER OR RELATING TO THIS GUARANTY, AND THAT SUCH
     COUNTY IS A CONVENEINT FORUM IN WHICH TO DECIDE ANY SUCH
     DISPUTE OR CLAIM.  GUARANTOR CONSENTS TO THE PERSONAL
     JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN
     TARRANT COUNTY, TEXAS FOR THE LITIGATION OF ANY SUCH
     DISPUTE OR CLAIM.  GUARANTOR IRREVOCABLY WAIVES, TO THE
     FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY
     NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY
     SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT
     ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN
     BROUGHT IN AN INCONVENIENT FORUM.

18.  Compliance with Applicable Usury Laws.  Notwithstanding any
     other provision of this Guaranty or of any instrument or
     agreement evidencing, governing or securing all or any part
     of the Guaranteed Indebtedness, Guarantor and KBK by its
     acceptance hereof agree that Guarantor shall never be
     required or obligated to pay interest in excess of the
     maximum nonusurious interest rate as may be authorized by
     applicable law for the written contracts which constitute
     the Guaranteed Indebtedness.  It is the intention of
     Guarantor and KBK to conform strictly to the applicable
     laws which limit interest rates, and any of the aforesaid
     contracts for interest, if and to the extent payable by
     Guarantor, shall be held to be subject to reduction to the
     maximum nonusurious interest rate allowed under said law.

19.  Descriptive Headings.  The headings in this Guaranty are
     for convenience only and shall not define or limit the
     provisions hereof.

20.  Gender.  Within this Guaranty, words of any gender shall be
     held and construed to include the other gender.

21.  Notices.  All notices hereunder shall be in writing and
     shall be personally delivered or sent by registered or
     certified mail, return receipt requested, to the address
     for KBK and Guarantor set forth on the first page of this
     Guaranty.  KBK and Guarantor may, by proper written notice
     hereunder, change the address to which notices may be sent
     thereafter to such party.
       
22.  Entire Agreement.  This Guaranty contains the entire
     agreement between Guarantor and KBK regarding the subject
     matter hereof and supersedes all prior written and oral
     agreements and understandings, if any, regarding same;
     provided, however, this Guaranty is in addition to and does
     not replace, cancel, modify or affect any other guaranty of
     Guarantor now or hereafter held by KBK that relates to
     Borrower or any other person or entity.

23.  WAIVER OF JURY TRIAL.  GUARANTOR HEREBY IRREVOCABLY WAIVES,
     TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY RIGHT GUARANTOR
     MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION
     DIRECTLY OR INDIRECTLY AT ANY TIME ARISING OUT OF, UNDER OR
     IN CONNECTION WITH THIS GUARANTY OR ANY TRANSACTION
     CONTEMPLATED HEREBY OR ASSOCIATED HEREWITH.
       



24.  NOTICE OF NO ORAL AGREEMENTS.  THIS GUARANTY REPRESENTS THE
     FINAL AGREEMENT BETWEEN THE PARTIES HERETO WITH RESPECT TO
     THE TRANSACTIONS CONTEMPLATED HEREIN AND MAY NOT
     CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
     SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO
     UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

EXECUTED AND EFFECTIVE as of the date first set forth above.

       GUARANTOR:

       RED OAK HEREFORD FARMS, INC.,
       a Nevada corporation

       By:                                                       
    
       Print Name:
       Title:
       
<PAGE>

    RELEASE OF SECURITY INTEREST AND SUBORDINATION AGREEMENT
                        (Debt and Liens)

     This Release of Security Interest and Subordination Agreement
is made and entered into as of the 21st day of April, 1998, by and
between KBK FINANCIAL, INC. ("KBK") and Department of Economic
Development of the State of Iowa ("Creditor") and is to witness the
following:


A.   KBK and Red Oak Farms, Inc., an Iowa corporation ("Client"),
     have entered into that certain Account Transfer and Purchase
     Agreement, dated to be effective as of April 20, 1998,
     ("Purchase Agreement"), pursuant to which Purchase Agreement
     the parties have provided for the terms and conditions under
     which KBK may, from time to time, purchase from Client
     certain accounts receivable of Client and related rights
     (hereinafter collectively referred to as the "Purchased
     Accounts"), and Client has made certain covenants,
     representatives, and warranties to KBK with respect to each
     Purchased Account.  KBK has or will provide certain financing
     to Client as evidenced by that certain Revolving Credit
     Promissory Note dated April 20, 1998 payable by Client to the
     order of KBK in the stated principal amount of $1,500,000
     (such promissory note, together with all renewals, amendments
     and modifications thereof, the "KBK Note").

B.   To secure Client's obligations to KBK under the Purchase
     Agreement and the KBK Note, Client has granted to KBK a first
     priority security interest in and to all present and future
     accounts, general intangibles, equipment, inventory,
     livestock, documents, instruments, chattel paper, and
     contract rights, and any and all proceeds thereof, and such
     other and additional collateral as may be described in the
     Purchase Agreement and that certain Security Agreement of
     even date with the KBK Note, executed by Client for the
     benefit of KBK (all of the foregoing are hereinafter
     collectively referred to as the "Collateral").

C.   Client has executed that certain promissory note dated July
     1, 1996, payable by Mid Ag, L.C. to the order of Creditor in
     the stated principal amount of $500,000.00, a copy of which
     is attached hereto as Schedule A (the "Subordinated Note"). 
     Client assumed all obligations of Mid Ag., L.C. under the
     Subordinated Note

D.   To secure the indebtedness and obligations owing by Client to
     Creditor under the Subordinated Note, Client has granted or
     will grant a security interest in all of Client's Accounts
     and inventory.

E.   KBK and Creditor intend, by this Agreement, to establish,
     between themselves, and their respective successors and
     assigns, the rights and interests of the parties with respect
     to the Collateral and for the subordination by Creditor of
     all indebtedness and other obligations of Client now and
     hereafter owing to Creditor (including, without limitation,
     all indebtedness owing under the Subordinated Note, and any
     and all renewals, modifications, and extensions thereof) to
     the obligations of Client to KBK, however contingent.

     NOW, THEREFORE, for and in consideration of the foregoing, the
mutual benefits to be received by the parties hereto, and the
covenants and agreements contained herein, KBK and Creditor agree
to the following:

     1.   Release of Creditor's Security Interests.  In
consideration of the increased liquidity provided to Client by the
KBK purchase of Purchased Accounts, which Creditor acknowledges is
for a full, fair and valuable consideration to Client, and which
liquidity may be instrumental in a reduction of the indebtedness
or obligations by Client to Creditor, Creditor hereby releases and
discharges any security interest in all Purchased Accounts and
hereby waives any and all claims or interest it has or might have
in and with respect to the Purchased Accounts, regardless of (a)
when its interest became perfected, (b) when the Purchased Accounts
were purchased, (c) the value of the Purchased Accounts, (d) the
consideration given or promised therefore, or (e) the amount
Creditor is owed by Client.

     Creditor waives, releases and discharges any interest it has
or might have in any Purchased Accounts as representative of the
proceeds of any of Client's inventory or any payments received by
KBK on the Purchased Accounts as well as all goods returned under
the Purchased Accounts.   Creditor further acknowledges and
understands that it has no interest of any kind or character,
security or otherwise, in the Purchased Accounts or the proceeds
therefrom.  Creditor further waives any right it might have, by law
or otherwise, to receive notice, or any obligation on the part of
KBK to give notice, of any kind, at any time, of the purchase by
KBK of any or all of the Accounts.  Upon such purchase, any
interest, security or otherwise, that Creditor has in such
Purchased Accounts, is automatically waived and released in and to
such Purchased Accounts without further action of any kind on the
part of KBK or Client.

     2.   Subordination of Creditor's Security Interests.  Without
limiting or altering the validity and effectiveness of the
provisions in Section 1 herein pertaining to the release and waiver
of security interests in Purchased Accounts, Creditor hereby
subordinates its security interest in the Collateral to the
security interest of KBK in the Collateral and Creditor agrees that
its security interest, whenever granted and/or perfected in the
Collateral, will be inferior, junior and secondary to the security
interests held by KBK in the Collateral.  Creditor agrees that if
Creditor from time to time comes into possession of any payment on
Accounts owing by any account debtors, all of such payments shall
be held in trust for the benefit of KBK and shall be paid
immediately to KBK.

     3.   Subordination of Obligations.

          3.1  The term "Obligations" is used and shall be
construed in this Agreement in its broadest and most comprehensive
sense and shall mean all present and future indebtedness of Client
which may be, from time to time, directly or indirectly, incurred
by Client, and any and all extensions, renewals, renewals, and
modifications thereof, including, but not limited to, any invoices,
contracts, agreements, or other instruments evidencing the same,
and all promissory notes, guarantees, debts, demands, monies,
indebtedness, liabilities and obligations owed, or to become owing,
including interest, principal, costs, and other charges, and all
claims, rights, causes of actions, judgments, decrees, remedies,
liens, security interests, or other obligations, and all security
therefor, of any kind whatsoever and howsoever arising, whether
voluntary, involuntary, absolute, contingent, or by operation of
law, specifically excluding herefrom all obligations due to
Creditor by Client for goods purchased by Client from Creditor in
the ordinary course of and used in the business of Client.

          3.2  Any and all Obligations now owing and hereafter owed
by Client to Creditor, including without limitation, all
indebtedness evidenced by the Subordinated Note (the "Creditor
Obligations") are hereby unconditionally and irrevocably
subordinated and made subject to any and all Obligations now owing
and hereafter owed by Client to KBK under the KBK Note (hereinafter
collectively the "KBK Obligations"), for so long as any of the KBK
Obligations shall remain unpaid and not fully and finally
discharged and satisfied.

          3.3  Until termination of this Agreement, Creditor
agrees: (a) not to collect, or to receive payment upon, by setoff
or in any other manner, all or any portion of the Creditor
Obligation (other than as provided in Section 3.8); (b) not to
sell, assign, transfer, pledge, or grant a security interest in the
Creditor Obligations (except subject expressly to this Agreement);
(c) not to accelerate the maturity of the Creditor Obligations; (d)
not to commence, prosecute or participate in any administrative,
legal, or equitable action that might adversely affect Client or
KBK's interests; (e) not to join in any petition for bankruptcy or
assignment for the benefit of creditors agreement affecting Client
or any of its assets, or seek to appoint a receiver for all or any
portion of Client's assets; (f) not to take any lien or security
on Client's assets or property, real or personal, except as
described herein; (g) not to take any action to foreclose,
repossess, marshall, control or exercise any remedies with respect
to any property included within the Collateral;, (h) not to
contact, communicate with or notify any account debtor or obligor
with respect to any Accounts, general intangibles, instruments or
chattel paper; (i) not to incur any obligation to or receive any
loans advances, or payments of any kind or gifts from Client; (j)
not to take any other action, directly or indirectly, which would
in any manner interfere with or impair the rights of KBK with
respect to any Collateral for the KBK Obligations, without KBK's
prior written consent; and (k) not to amend or modify the terms of
the Subordinated Note without prompt written notice to KBK.

          3.4  Except as otherwise hereinafter expressly provided,
all of the KBK Obligations now or hereafter existing shall be first
paid, satisfied, discharged or satisfactory provisions made
therefore by Client before any payment shall be made by Client on
the Creditor Obligations.  This priority of payment shall apply at
all times until all of the KBK Obligations have been fully and
finally repaid, satisfied, and discharged in full.
     
          3.5  In the event of any liquidation or dissolution of
Client, whether partial or complete, voluntary or involuntary, by
operation of law or otherwise, or in the event of any receivership,
insolvency or bankruptcy proceedings by or against Client under any
bankruptcy or insolvency laws (a) any and all payments or
distributions of any kind or character, whether in cash,
securities, or other property, which thereafter shall be payable
or deliverable to Creditor upon or with respect to any portion of
the Creditor Obligations, shall immediately be paid or delivered
by Creditor directly to KBK for application in reduction of the KBK
Obligations, whether or not then due or mature, in such manner as
KBK shall determine in its sole discretion, and (b) KBK shall have
the right to file a claim on behalf of Creditor respecting the
Creditor Obligations in any such proceedings and to collect and
receive all payments that may be declared or become payable on the
claim of Creditor thereunder, or interest thereon (up until full
payment and performance of the KBK Obligations at which time, upon
request by Creditor, such claim shall be assigned or otherwise
conveyed to Creditor without recourse), and KBK hereby is
irrevocably appointed as attorney-in-fact for Creditor for such
purpose in all such proceedings.

          3.6  Creditor further agrees that should Creditor take
or receive any security interest in, or lien by way of attachment,
execution or otherwise on any of the Collateral or should Creditor
take or join in any other action or proceeding contrary to this
Agreement, at any time prior to the termination of this Agreement,
KBK shall be entitled to have the same vacated, dissolved and set
aside by such proceedings at law, or otherwise, as KBK may deem
proper.  This Agreement shall be and constitutes full and
sufficient grounds for such action and shall entitle KBK to become
a party to any proceedings at law, or otherwise, initiated by KBK
or by any other party, in or by which KBK may deem it proper to
protect KBK's interests hereunder.

          3.7  If Creditor shall receive any payments, security
interest, or other rights in any property of Client in violation
of this Agreement, such payment or property shall be deemed to be
received and held by Creditor in trust for KBK and shall forthwith
be delivered and transferred to KBK for application in reduction
of the KBK Obligations, whether or not then due or mature, in such
manner as KBK shall determine in its sole discretion.  

          3.8  Notwithstanding any provision to the contrary
contained herein, Creditor shall be entitled to receive quarterly
interest and principal payments from Client in an amount not to
exceed $14,602.43 and a balloon payment of the remaining balance
of the Subordinated Note on July 15, 2001; provided, however,
Creditor's right to receive any such payments under the
Subordinated Note shall be automatically and immediately revoked
in the event (a) Client is in breach or default of any documents,
instruments or agreements evidencing, guaranteeing, securing or
pertaining to the KBK Obligation and written notice of such breach
or default has been given to Creditor, or (b) the terms and
provisions of this Agreement are breached.  Any amounts received
by Creditor after the time Creditor's right to receive payments
under the Subordinated Note have been revoked shall be held in
trust by Creditor for the benefit of KBK and shall be delivered
immediately to KBK.  It is understood and agreed that Creditor
shall not be entitled receive any prepayments of all or any part
of the Creditor Obligations.

     4.   Representations, Warranties and Covenants of Creditor. 


          4.1  Creditor hereby represents and warrants to KBK that
Creditor is the sole holder and beneficial owner of the
Subordinated Note and all interests and rights created thereby with
respect to said instruments relating thereto, and have not
assigned, transferred, pledged, or granted a security interest in
the Subordinated Note, or any right or interest therein or
thereunder, and has not entered into any agreement, option, or
other Agreement for the sale, assignment, pledge or grant of a
security interest in any of the foregoing, including, without
limitation, any grant of any option, right of first refusal, or
other pre-emptive right to purchase or acquire any right or
interest therein. 

          4.2  Creditor agrees to deliver to KBK a duly executed
UCC amendment with respect to any UCC financing statement between
Creditor and Client in order to reference that Creditor's security
interest in the subject collateral is subject to the terms of this
Agreement.
     
     5.   Reliance by KBK.  This Agreement is an irrevocable and
continuing agreement of subordination and KBK may continue to rely
upon same in providing financing and other financial accommodations
to or for the benefit of Client.  In connection therewith, KBK may
without notice to or consent from Creditor and without impairing
the rights and obligations of the parties under this Agreement (a)
release any person or entity now or hereafter liable upon any of
the KBK Obligations, (b) renew, extend or modify the terms of any
document or instrument evidencing, governing, securing or
guaranteeing any of the KBK Obligations, and/or (c) provide
additional financing to Client after the date hereof.

     6.   No Commitment.  It is understood and agreed that this
Agreement shall in no way be construed as a commitment or agreement
by KBK to continue financing arrangements with Client and that KBK
may terminate such arrangements at any time, in accordance with
KBK's agreements with Client.

     7.   Financial Condition of Client.  Creditor has adequate
means to obtain from Client on a continuing basis information
concerning the financial condition of Client and Creditor is not
relying on KBK to provide such information now or in the future. 
Creditor acknowledges and agrees that KBK is not obligated to keep
Creditor informed of Client's financial condition.

     8.   Affect on Client's Actions.  The Client shall not be
entitled for any purpose or under any circumstances to rely upon
the failure of KBK or Creditor to comply with the terms hereof. 
Nothing herein contained shall be deemed to authorize Client to
take any action not permitted under any agreement between Client
and KBK or Creditor.  Client shall not be deemed to be a third
party beneficiary to this Agreement or to have any rights hereunder
whatsoever. 

     9.   No Challenge to Validity.  Both KBK and Creditor covenant
and agree not to take any action to seek to avoid or set aside the
perfected security interest in the Purchased Accounts or the
Collateral or to seek to rescind, modify, or circumvent the
provisions of this Agreement.

     10.  Termination.  This Agreement shall terminate when both
of the following events have occurred and exist simultaneously: (a)
full and final payment in cash of all amounts owing to KBK by
Client, and (b) termination or expiration of the Purchase Agreement
and of all obligations and commitments of KBK to provide financing
to Client.

     11.  Amendment.  This Agreement may not be amended except by
written agreement executed by both KBK and Creditor.

     12.  Captions.  Captions as used in this Agreement are for
convenience only, and shall not affect the construction of this
Agreement.

     13.  Governing Law; Jury Waiver.  This Agreement shall be governed 
by and construed in accordance with the laws of the State of Iowa.  the 
parties hereto waive the right to a trail by jury in any action or 
proceeding of any kind arising out of or relating to this agreement.

     14.  Successors  and Assigns.  Unless otherwise herein
provided, this Agreement shall be binding upon and inure to the
benefit of all successors and assigns, including, without
limitation, such transferee of any of the obligations of Client to
KBK or to Creditor under any agreement or by law.  Any transferee
of the obligations or indebtedness owed by Client to Creditor or
any part thereof, shall take such obligations or indebtedness or
any part thereof subject to the provisions of this Agreement.

     15.  Entire Agreement.  This Agreement constitutes the
complete and integrated agreement of both KBK and Creditor with
respect to the subject matter hereof, supersedes all prior or
contemporaneous oral agreements, discussions or negotiations, and
may not be orally modified or supplemented by parol or extrinsic
evidence.

     16.  Counterparts.  This Agreement may be executed in two or
more counterparts, each of which shall be an original, but all of
which constitute but one agreement. Delivery of an executed
counterpart of this Agreement by telefacsimilie shall be equally
effective as delivery of a manually executed counterpart of this
Agreement.

     IN WITNESS WHEREOF, the parties hereto have executed this
agreement as of the date first above written.

                                 DEPARTMENT OF ECONOMIC DEVELOPMENT,
                                 STATE OF IOWA
                                 
                                 By:                             
                                
                                 Printed  Name:             
     
                                 Title:                     
     
                                 
                                 KBK FINANCIAL, INC.
                                 
                                 By:                        
                                 Printed  Name:             
     
                                 Title:                     
     


ACKNOWLEDGMENT BY CLIENT

     The undersigned, being the Client named in the foregoing
Agreement, hereby (i) accepts and consents to such Agreement, (ii)
agrees to be bound by all of the provisions thereof, (iii) agrees
to recognize all priorities and other rights granted thereby, (iv)
agrees to pay Creditor in accordance therewith, and (v)
acknowledges and agrees that such Agreement may be altered,
modified or amended by KBK and Creditor without notice to or
consent of Client.

RED OAK FARMS, INC.
     

By:                                                              
               
Name:          
Title:         
Date:  April _____, 1998           

<PAGE>


                      RED OAK FARMS, INC.
                               
               INVENTORY MAINTENANCE CERTIFICATE
                               
                               
Report #_____________                        Financial Statement 
                                              Date:_____________



1.  INVENTORY
      a.   Raw Materials                              __________
      b.   Work in Progress                           __________
      c.   Finished Goods                             __________



2.  TOTAL GROSS INVENTORY per this report(Sum of all lines in Section 1 above)



3.  INELIGIBLE INVENTORY
   a.  Raw Material                                   __________
   b.  Work in Progress                               __________
   c.  Damaged, defective and obsolete inventory      __________
   d.  Returned or rejected inventory                 __________
   e.  Consigned Inventory                            __________
   f.  Inventory in Transit                           __________
   g.  Inventory not Financed by KBK                  __________
   h.  Other (non-package; non-USDA 
        stamped)                                       _________
   i.  Other                                           _________



4.  TOTAL INELIGIBLE INVENTORY Per this Report(Sum of all linesin Section 3 
above)



5.  NET ELIGIBLE INVENTORY                 (Line 2 minus Line 4)



6.  INVENTORY ADVANCE RATE                                          50%


7.  GROSS INVENTORY AVAILABILITY   (Line 5 multiplied by line 6)



8.  Maximum Availability:
      Lesser of:        a: Line of Credit amount, or 1,500,000.00
                        b: Line 7                     ___________



ADVANCES
9.    Outstanding Balance per last Report(Line 13 from prior report)
10.   LESS: Payments applies since last Report
11.   Balance Prior to New Activity
12.   ADD: Advance Request Per this Report
13.   NEW OUTSTANDING BALANCE             (Not to exceed Line 8)
14.   EXCESS AVAILABILITY                 (Line 8 minus Line 13)




The undersigned, _________________________________ does hereby
certify that he/she has made a thorough inquiry into all matters
certified herein and based upon such inquiry does hereby certify
that :

            He/She is duly elected, qualified and acting
            __________________________ of the Company.
            This Maintenance Certificate is being submitted to KBK
            Financial, Inc. pursuant to that certain Loan
            Agreement dated April 20, 1998 between Company and
            KBK (as from time to time as supplemented or
            amended, the "Agreement").  Terms used or not
            otherwise defined herein shall have the meanings
            assigned to them in the Agreement.
        All representations and warranties made in the Agreement
            or in any other instrument, document, certificate or
            other agreement executed in connection therewith
            (collectively, the "Transaction Documents")
            delivered on or before the date hereof (except to
            the extent that the facts upon which such
            representations are based have changed by the
            transaction contemplated in this Agreement) as if
            such representations and warranties had been made as
            of the date hereof.
         No Event off Default exists on the date hereof.
        The Company has performed and complied with all
            agreements and conditions required in the
            Transaction Documents to be performed or complied
            with by it on the date hereof.
       After KBK makes the advance(s) requested by this
            Maintenance Certificate, the aggregate amount of all
            outstanding advances does not exceed the lesser of
            (i) the Facility Amount of (ii) the Maximum
            Availability.
        All information contained in this Maintenance Certificate
            is true, correct and completed.
              
        IN WITNESS HEREOF, this instrument is executed by the
        undersigned as of ______________, 199_____.
              
                   RED OAK FARMS, INC.
                   By:                                                 
                   Name:                                               
                   Title:                                              

<PAGE>

                          LOAN AGREEMENT


THIS LOAN AGREEMENT (the "Agreement") is made as of this 20th day
of April, 1998, by and between RED OAK FARMS, INC., an Iowa
corporation ("Borrower"), and KBK FINANCIAL, INC., a Delaware
corporation doing business as ROF/KBK Acceptance Corporation
("KBK").  In connection with the mutual covenants and agreements
contained herein, the parties hereto agrees as follows:

     1.   Definitions. All terms and phrases used herein which are
     defined in the Uniform Commercial Code in the State of Texas,
     as amended from time to time (the "UCC"), and otherwise not
     defined herein shall have the meanings given them in the UCC. 
     The following definitions shall apply throughout this
     Agreement:

     "Affiliate" means with respect to any Person in question, any
     other Person owned or controlled by, or which owns or
     controls or is under common control or is otherwise
     affiliated with such Person in question.  A Person shall be
     deemed to control another Person if such Person possesses,
     directly or indirectly, the power to direct or cause the
     direction of the management and policies of such other
     Person, whether through the ownership of voting securities,
     by contract or otherwise.

     "Business Day" means any day other than Saturday, Sunday, or
     any other day on which KBK's office in Fort Worth, Texas is
     closed.

     "Collateral" has the meaning given it in Section 4.

     "Credit Facilities" has the meaning given it in Section 2.

     "Debit Account" means Account No. 268684 that Borrower has
     with First National Bank of Red Oak, Iowa over which KBK has
     express written authority to debit pursuant to this
     Agreement.

     "Eligible Inventory" means as of any date, the aggregate
     value of all inventory of finished goods (excluding raw
     materials, work in progress, any unpackaged meat or meat
     products, any packaged meat or meat products that has not
     been inspected and stamped by the USDA, any meat or meat
     products that is not Certified Hereford Beef, packaging
     materials, supplies and any advertising costs capitalized
     into inventory) then owned by Borrower and held for sale,
     lease or other disposition in the ordinary course of its
     business, in which KBK has a first priority perfected lien,
     excluding (i) inventory which is damaged, defective, obsolete
     or otherwise unsaleable in the ordinary course of Borrower's
     business, (ii) inventory which has been returned or rejected,
     (iii) inventory subject to any consignment arrangement
     between Borrower and any other person or entity, (iv)
     inventory which is in transit, (v) inventory located outside
     the United States, and (vi) inventory which KBK in KBK's sole
     and absolute discretion deems ineligible.  For purposes of
     this definition, Eligible Inventory shall be valued at the
     lower of cost (excluding the cost of labor) or market value.

     "Environmental Laws" means any and all federal, state and
     local laws, regulations, rules, orders, licenses, agreements
     or other governmental restrictions relating to the protection
     of human health or the environment or to emissions,
     discharges or releases of pollutants or industrial, toxic or
     hazardous substances into the environment, or otherwise
     relating to the manufacture, processing, treatment, transport
     or handling of pollutants or industrial, toxic or hazardous
     substances.

     "ERISA" means the Employee Retirement Income Security Act of
     1974, as amended from time to time, together with all rules
     and regulations promulgated with respect thereto.

     "ERISA Affiliate" means with respect to any Person in
     question, any Person that would be treated as a single
     employer with Borrower.

     "ERISA Plan" means any pension benefit plan subject to Title
     IV of ERISA maintained by Borrower or any ERISA Affiliate
     thereof with respect to which Borrower or any ERISA Affiliate
     has a fixed or contingent liability.

     "Event of Default" has the meaning given it in Section 13.

     "GAAP" means those generally accepted accounting principles
     and practices which are recognized as such by the Financial
     Accounting Standards Board (or any generally recognized
     successor), consistently applied throughout the period
     involved.

     "Guarantors" means Gordon Reisinger, individually, John
     Derner, individually,  and Red Oak Hereford Farms Inc.
     (whether one or more).

     "Indemnified Claims" means any and all claims, demands,
     actions, causes of action, judgments, suits, liabilities,
     obligations, losses, damages and consequential damages,
     penalties, fines, costs, fees, expenses and disbursements
     (including without limitation, fees and expenses of attorneys
     and other professional consultants and experts in connection
     with any investigation or defense) of every kind or nature,
     known or unknown, existing or hereafter arising, foreseeable
     or unforeseeable, which may be imposed upon, threatened or
     asserted against or incurred or paid by any Indemnified
     Person at any time and from time to time, because of or
     resulting from, in connection with or in any way relating to
     or arising out of any of the Credit Facilities, the
     Collateral or any other transaction, act, omission, event or
     circumstance in any way connected with or contemplated by
     this Agreement or the other Loan Documents or any action
     taken or omitted by any such Indemnified Person under or in
     connection with any of the foregoing (including but not
     limited to any investigation, litigation, proceeding,
     enforcement of KBK's rights or defense of KBK's actions
     related to or arising out of this Agreement or the other Loan
     Documents), whether or not any Indemnified Person is a party
     hereto.

     "Indemnified Person" shall collectively mean KBK and its
     officers, directors, shareholders, employees, attorneys,
     representatives, agents, Affiliates, successors and assigns.

     "Inv Borrowing Base" means an amount equal to 50% of Eligible
     Inventory.

     "Inv Line of Credit" has the meaning given it in Section 2.

     "Inv Line of Credit Amount" has the meaning given it in
     Section 2.

     "Lien" means any mortgage, lien, pledge, assignment, adverse
     claim, charge, security interest or other encumbrance. 

     "Loan Documents" means this Agreement, the Notes and all
     other documents, agreements and instruments now or hereafter
     required by KBK to be executed and delivered in connection
     herewith (including, without limitation, all documents,
     agreements and instruments evidencing, securing, governing,
     guaranteeing and/or pertaining to the Notes and the Credit
     Facilities).

     "Notes" has the meaning given it in Section 3.

     "Obligors" means Borrower and Guarantors.

     "Person" means a corporation, association, partnership,
     limited liability company, organization, business,
     individual, governmental or political subdivision thereof or
     governmental agency.

     "Purchase Agreement" means that certain Account Transfer and
     Purchase Agreement of even date herewith, between Borrower
     and KBK, as may be amended from time to time.

     "Subordinated Debt" means indebtedness owing by Borrower to
     a creditor other than KBK which has been subordinated and
     subject in right of payment to the prior payment of all
     indebtedness and obligations now or hereafter owing by
     Borrower to KBK, such subordination to be evidenced by a
     written agreement between KBK and the subordinated creditor
     which is in form and substance satisfactory to KBK.

     "Tangible Net Worth" means, as of any date, the amount by
     which Borrower's total assets exceeds its total liabilities,
     plus Subordinated Debt, less any intangible assets (as
     defined by GAAP), less deferred charges.
     "Termination Event" means (a) the occurrence with respect to
     any ERISA Plan of (i) a reportable event described in
     Sections 4043(b)(5) of ERISA or (ii) any other reportable
     event described in Section 4043 of ERISA other than a
     reportable event not subject to the provision for 30-day
     notice to the Pension Benefit Guaranty Corporation pursuant
     to a waiver by such corporation under Section 4043(a) of
     ERISA, (b) the withdrawal of Borrower or any Affiliate of
     Borrower from any ERISA Plan during a plan year in which it
     was a "substantial employer" as defined in Section 4001(a)(2)
     of ERISA, or (c) any event or condition which might
     constitute grounds under Section 4042 of ERISA for the
     termination of, or the appointment of a trustee to
     administer, any ERISA Plan. 

2.   Credit Facilities.  Subject to the terms and conditions set
     forth in this Agreement and the other Loan Documents, KBK
     hereby agrees to provide to Borrower the following Credit
     Facility or Facilities (whether one or more, the "Credit
     Facilities"):

     Inv Line of Credit.  Subject to the terms and conditions set
     forth herein, KBK agrees to provide to Borrower a revolving
     line of credit (the "Inv Line of Credit") during the period
     commencing on the date hereof and continuing through the
     thirty-first (31st) day prior to the maturity date of the
     Note evidencing the Inv Line of Credit from time to time. 
     Borrower may request advances under the Inv Line of Credit
     from time to time; provided, however, the total principal
     amount outstanding at any time under the Inv Line of Credit
     shall not exceed the lesser of (i) an amount equal to the Inv
     Borrowing Base, or (ii) $1,500,000.00 (the "Inv Line of Credit
     Amount").  If at any time the aggregate principal amount
     outstanding under the Inv Line of Credit shall exceed an
     amount equal to the lesser of the Inv Borrowing Base or the
     Inv Line of Credit Amount, Borrower agrees to immediately
     repay to KBK such excess amount, plus all accrued but unpaid
     interest thereon.  Borrower may request advances under the Inv
     Line of Credit no more often than once each calendar month. 
     Subject to the terms and conditions set forth in this
     Agreement and in the Note evidencing the Inv Line of Credit
     from time to time, Borrower may borrow, repay and reborrow
     under the Inv Line of Credit.  The sums advanced under the Inv
     Line of Credit shall be used for working capital purposes.

3.   Promissory Notes.  Borrower agrees to execute,
     contemporaneously herewith, a promissory note payable to the
     order of KBK, in form and substance acceptable to KBK in
     KBK's sole and absolute discretion, for each Credit Facility
     provided hereunder to evidence the indebtedness owing by
     Borrower to KBK under each such facility (whether one or
     more, together with any renewals, extensions and increases
     thereof, the "Notes").  Interest on the Notes shall accrue at
     the rate set forth therein.  The principal of and interest on
     the Notes shall be due and payable and may be prepaid in
     accordance with the terms and conditions set forth in the
     Notes and in this Agreement.

4.   Collateral.  As security for the indebtedness evidenced by
     the Notes and any and all other indebtedness or obligations
     owing from time to time by Borrower to KBK under this
     Agreement, KBK shall receive a Lien in and to the collateral
     described in the other Loan Documents (the "Collateral").

5.   Guarantors.  As a condition precedent to KBK's obligation to
     provide the Credit Facilities to Borrower, Borrower agrees to
     cause the Guarantors to each execute and deliver to KBK
     contemporaneously herewith a guaranty agreement, in form and
     substance acceptable to KBK in KBK's sole and absolute
     discretion.

6.   Fees.

(a)  Commitment Fee.  Borrower shall pay to KBK, concurrently
     with the execution hereof, a commitment fee in the amount of
     one percent (1.0%) of the INV Line of Credit Amount. 
     Borrower hereby authorizes KBK, in KBK's sole discretion, to
     collect any such commitment fees (i) by deducting such fees
     from the first advance under the subject Credit Facilities,
     (ii) by debiting the Debit Account, (iii) by applying that
     portion of any up-front deposit delivered to KBK by Borrower
     which is in excess of KBK's costs and expenses (including,
     without limitation, attorneys' fees), or (iv) by using any
     combination of the foregoing.  This authorization does not
     affect Borrower's obligation to pay such sums to KBK. 
     Borrower and KBK acknowledge and agree that the commitment
     fee is reasonable compensation to KBK for making the subject
     Credit Facilities available to Borrower and for no other
     purpose and is fully earned and non-refundable under any and
     all circumstances.

7.   Representations and Warranties.  Borrower hereby represents
     and warrants, and upon each request for an advance under the
     Credit Facilities further represents and warrants, to KBK as
     follows:

     (a)  Existence.  Borrower is a corporation duly organized,
          validly existing and in good standing under the laws of
          the state of its incorporation and is duly licensed,
          qualified to do business and is in good standing in all
          other states in which such licensing, qualification and
          good standing are necessary.  Borrower has all requisite
          power and authority (i) to own and operate its
          properties, (ii) to carry on its business as now
          conducted  and as proposed to be conducted, and (iii) to
          execute and deliver this Agreement and the other Loan
          Documents to which Borrower is a party.

     (b)  Binding Obligations.  The execution, delivery, and
          performance of this Agreement and all of the other Loan
          Documents by Borrower have been duly authorized by all
          necessary action by Borrower, have been duly executed
          and delivered by Borrower and constitute legal, valid
          and binding obligations of Borrower, enforceable in
          accordance with their respective terms, except as
          limited by bankruptcy, insolvency or similar laws of
          general application relating to the enforcement of
          creditors' rights and except to the extent specific
          remedies may generally be limited by equitable
          principles.
     (c)  No Consent.  The execution, delivery and performance of
          this Agreement and the other Loan Documents, and the
          consummation of the transactions contemplated hereby and
          thereby, do not (i) conflict with, result in a violation
          of, or constitute a default under (A) any provision of
          Borrower's articles or certificate of incorporation or
          bylaws, (B) any law, governmental regulation, court
          decree or order applicable to Borrower, or (C ) any
          other document or agreement to which Borrower is a
          party, or (ii) require the consent, approval or
          authorization of any third party.

     (d)  Financial Condition.  Each financial statement of
          Borrower supplied to KBK is true, correct and complete
          in all material respects and fairly presents Borrower's
          financial condition in all material respects as of the
          date of each such statement.  There has been no material
          adverse change in such financial condition or results of
          operations of Borrower subsequent to the date of the
          most recent financial statement supplied to KBK.

     (e)  Litigation.  There are no actions, suits or proceedings,
          pending or, to the knowledge of Borrower, threatened
          against or affecting Borrower or the properties of
          Borrower, before any court or governmental department,
          commission or board, which, if determined adversely to
          Borrower, would have a material adverse effect on the
          business, financial condition, properties, operations or
          prospects of Borrower.

     (f)  Taxes; Governmental Charges.  Borrower has filed all
          federal, state and local tax reports and returns
          required by any law or regulation to be filed by it and
          has either duly paid all taxes, duties and charges
          indicated due on the basis of such returns and reports,
          or made adequate provision for the payment thereof, and
          the assessment of any material amount of additional
          taxes in excess of those paid and reported is not
          reasonably expected.  There is no tax Lien notice
          against Borrower or its properties presently on file.

     (g)  ERISA Compliance.  Borrower is in compliance with ERISA
          concerning Borrower's ERISA Plan, if any, or is not
          required to contribute to any "multi-employer plan" as
          defined in Section 401 of ERISA.   

     (h)  Compliance with Laws.  Borrower is conducting its
          business in material compliance with all statutes,
          rules, regulations and/or ordinances imposed by any
          governmental unit upon Borrower or upon its businesses,
          operations and property (including, without limitation,
          all Environmental Laws). Borrower has all permits and
          licenses necessary for the operations of its business as
          presently conducted and as proposed to be conducted.

     (i)  Tradenames.  Borrower conducts business under no trade
          or assumed name.
8.   Conditions Precedent to Advances.  KBK's obligation to make
     any advance under this Agreement and the other Loan Documents
     shall be subject to the conditions precedent that, as of the
     date of such advance and after giving effect thereto (i) all
     representations and warranties made to KBK in this Agreement
     and the other Loan Documents shall be true and correct, as of
     and as if made on such date, (ii) no material adverse change
     in the financial condition of Borrower or its business since
     the effective date of the most recent financial statements
     furnished to KBK by Borrower shall have occurred, (iii) no
     Event of Default shall have occurred and no event has
     occurred and is continuing, or would result from the
     requested advance, which with notice or lapse of time, or
     both, would constitute an Event of Default, (iv) KBK shall
     have received all Loan Documents appropriately executed by
     Borrower and all other proper parties and all such Loan
     Documents are in full force and effect, and (v) KBK shall
     have received all fees and expenses owing to KBK under this
     Agreement and the other Loan Documents.

9.   Affirmative Covenants.  Until (i) the Notes and all other
     obligations and liabilities of Borrower under this Agreement
     and the other Loan Documents are fully paid and satisfied,
     and (ii) KBK has no further commitment to lend hereunder,
     Borrower agrees and covenants that it will, unless KBK shall
     otherwise consent in writing (which consent may be withheld
     by KBK in KBK's sole and absolute discretion):

     (a)  Accounts and Records.  Maintain its books and records in
          accordance with GAAP.

      (b) Right of Inspection.  Permit KBK to visit its properties
          and installations and to examine, audit and make and
          take away copies or reproductions of Borrower's books
          and records, at all reasonable times.  Borrower agrees
          to pay all costs associated with any such audits, at a
          rate equal to $750.00 per day, per person, plus
          out-of-pocket expenses.

     (c)  Right to Additional Information.  Furnish KBK with such
          additional information and statements, lists of assets
          and liabilities, tax returns, and other reports with
          respect to Borrower's financial condition and business
          operations as KBK may request from time to time.

     (d)  Compliance with Laws.  Conduct its business in an
          orderly and efficient manner consistent with good
          business practices, and perform and comply with all
          statutes, rules, regulations and/or ordinances imposed
          by any governmental unit upon Borrower its businesses,
          operations and properties (including, without
          limitation, all Environmental Laws).

     (e)  Taxes.  Pay and discharge when due all assessments,
          taxes, governmental charges and levies, of every kind
          and nature, imposed upon Borrower or its properties,
          income or profits, prior to the date on which penalties
          would attach, and all lawful claims that, if unpaid,
          might become a Lien upon any of Borrower's property,
          income or profits; provided, however, Borrower will not
          be required to pay and discharge any such assessment,
          tax, charge, levy or claim so long as (i) same shall be
          contested in good faith by appropriate judicial,
          administrative or other legal proceedings timely
          instituted, (ii) Borrower shall have established
          adequate reserves with respect to such contested
          assessment, tax, charge, levy or claim in accordance
          with GAAP, and (iii) the perfection and priority of
          KBK's security interest in the Collateral, or the value
          of the Collateral, is not impaired.

     (f)  Insurance.  Maintain, with financially sound and
          reputable insurers, such insurance as deemed necessary
          or otherwise required by KBK, including but not limited
          to, fire insurance, comprehensive property damage,
          public liability, worker's compensation and business
          interruption insurance.

     (g)  Notice of Material Change/Litigation.  Borrower shall
          promptly notify KBK in writing (i) of any material
          adverse change in Borrower's financial condition or its
          businesses, and (ii) of any litigation or claims against
          Borrower which could materially affect Borrower or its
          business operations, financial condition or prospects.

     (h)  Corporate Existence.  Maintain its corporate existence
          and good standing in the state of its incorporation and
          its qualification and good standing in all other states
          where required by applicable law.

     (i)  ERISA.  Borrower shall promptly notify KBK in writing of
          the adoption or amendment of any plan that results in
          the representations in Subsection 7(g) no longer being
          true and correct.

     (j)  Additional Documentation.  Execute and deliver, or cause
          to be executed and delivered, any and all other
          agreements, instruments or documents which KBK may
          reasonably request in order to give effect to the
          transactions contemplated under this Agreement and the
          other Loan Documents.

10.  Negative Covenants.  Until (i) the Notes and all other
obligations and liabilities of Borrower under this Agreement and
the other Loan Documents are fully paid and satisfied, and (ii) KBK
has no further commitment to lend hereunder, Borrower will not,
without the prior written consent of KBK (which consent may be
withheld in KBK's sole and absolute discretion):

     (a)  Nature of Business.  Make any material change in the
          nature of its business as carried on as of the date
          hereof.

     (b)  Liquidations; Mergers; Consolidations; Acquisitions;
          Name Change. Liquidate, merge or consolidate with or
          into any other Person, convert from one type of legal
          entity to another type of legal entity, form or acquire
          any new subsidiary or acquire by purchase or otherwise
          all or substantially all of the assets of any other
          Person, or change its name or operate under any new
          trade or assumed name.

     (c)  Transactions with Affiliates.  Enter into any
          transaction, including, without limitation, the
          purchase, sale or exchange of property or the rendering
          of any service, with any Affiliate of Borrower, except
          in the ordinary course of and pursuant to the reasonable
          requirements of Borrower's business, upon fair and
          reasonable terms no less favorable to Borrower than
          would be obtained in a comparable arm's-length
          transaction with a person or entity not an Affiliate of
          Borrower and in accordance with the terms and provisions
          of the Loan Documents.

     (d)  Sale of Assets.  Sell, lease, transfer or otherwise
          dispose of any of its assets or properties, other than
          inventory sold in the ordinary course of business and as
          necessary to replace obsolete equipment.

     (e)  Liens.  Create or incur any Lien on any of its assets,
          other than (i) Liens securing indebtedness owing to KBK,
          (ii) pledges or deposits to secure the payment of
          obligations under any worker's compensation laws or
          similar laws, (iii) deposits to secure the payment of
          public or statutory obligations, (iv) mechanic's,
          carriers', workman's, repairman's or other Liens arising
          by operation of law in the ordinary course of business
          which secure obligations that are not overdue or are
          being contested in good faith and for which Borrower has
          established adequate reserves in accordance with
          generally accepted accounting principles (and for which
          KBK's security interest in the Collateral is not
          impaired), and (v) Liens existing as of the date hereof
          which have been disclosed to and approved by KBK in
          writing.

     (f)  Indebtedness.  Create, incur or assume any indebtedness
          for borrowed money or issue or assume any other note,
          debenture, bond or other evidences of indebtedness, or
          guarantee any such indebtedness or such evidences of
          indebtedness of others, other than (i) borrowings from
          KBK, (ii) current accounts payable and other current
          obligations (other than for borrowed money), and (iii)
          borrowings outstanding on the date  hereof which have
          been disclosed and approved in writing by KBK.

     (g)  Transfer of Ownership.  Permit the sale, pledge or other
          transfer of any of the ownership interest in Borrower.

     (h)  Change in Management.  Permit a change in the senior
          management of Borrower.

     (i)  Loans.  Make any loans to any person or entity.
     (j)  Dividends.  Declare or pay any dividends on any shares
          of Borrower's capital stock, make any other
          distributions with respect to any payment on account of
          the purchase, redemption, or other acquisition or
          retirement of any shares of Borrower's capital stock, or
          make any other distribution, sale, transfer or lease of
          any of Borrower's assets other than in the ordinary
          course of business.

11.  Financial Covenants.  Until (i) the Notes and all other
     obligations and liabilities of Borrower under this Agreement
     and the other Loan Documents are fully paid and satisfied,
     and (ii) KBK has no further commitment to lend hereunder,
     Borrower will maintain the following financial covenants:

     Tangible Net Worth.  At the end of each calendar month, its
     Tangible Net Worth, measured at (and as of) the end of each
     calendar month, of not less than $700,000.00.

     Unless otherwise specified, all accounting and financial
     terms and covenants set forth above are to be determined
     according to GAAP.

12.  Reporting Requirements.  Until (i) the Notes and all other
     obligations and liabilities of Borrower under this Agreement
     and the other Loan Documents are fully paid and satisfied,
     and (ii) KBK has no further commitment to lend hereunder,
     Borrower will, unless KBK shall otherwise consent in writing,
     furnish to KBK:

     (a)  Financial Statements.  The following financial
          statements:  (i) within 90 days after the last day of
          each fiscal year of Borrower a consolidated statement of
          income and a consolidated statement of cash flows of
          Borrower for such fiscal year, and a consolidated
          balance sheet of Borrower as of the last day of such
          fiscal year in each case reviewed by an independent
          certified public accounting firm acceptable to KBK,
          together with a copy of any report to management
          delivered to Borrower by such accountants in connection
          therewith; and (ii) within 45 days after the last day of
          each calendar month of Borrower, an unaudited
          consolidated statement of income and statement of cash
          flows of Borrower for such month, and an unaudited
          consolidated balance sheet of Borrower as of the last
          day of such month.  Borrower represents and warrants
          that each such statement of income and statement of cash
          flows will fairly present, in all material respects, the
          results of operations and cash flows of Borrower for the
          period set forth therein, and that each such balance
          sheet will fairly present, in all material respects, the
          financial condition of Borrower as of the date set forth
          therein, all in accordance with GAAP, (or, with respect
          to unaudited financial statements, in the notes thereto
          and subject to year-end review adjustments).

     (b)  Inventory Maintenance Certificate.  An Inventory
          Maintenance Certificate, in the form attached hereto as
          Schedule A, contemporaneously with each advance
          requested under the Inv Line of Credit and within five
          (5) Business Days after the end of each calendar month.

     (e)  Inventory Listing.  A list of Borrower's inventory by
          location and type (to include the following:  raw
          materials, work in process and finished goods) within
          five (5) Business Days after the end of each month of
          each fiscal year, in form and detail satisfactory to
          KBK.

13.  Events of Default.  Each of the following shall constitute an
     "Event of Default" under this Agreement and the other Loan
     Documents:     

     (a)  Failure to Pay Indebtedness.  Borrower shall fail to pay
          as and when due any part of the principal of, or
          interest on, the Notes or any other indebtedness or
          obligations now or hereafter owing to KBK by Borrower.

     (b)  Non-Performance of Covenants.  Any of the Obligors shall
          breach any covenant or agreement made herein, in any of
          the other Loan Documents, in the Purchase Agreement or
          in any other agreement now or hereafter entered into
          between any of the Obligors and KBK.

     (c)  False Representation.  Any warranty or representation
          made herein, in any of the other Loan Documents, or in
          the Purchase Agreement shall be false or misleading in
          any material respect when made.    

     (d)  Default Under Other Loan Documents.  The occurrence of
          an event of default under any of the other Loan
          Documents, the Purchase Agreement, or any other
          agreement now or hereafter entered into between any of
          the Obligors and KBK.

     (e)  Untrue Financial Report.  Any report, certificate,
          schedule, financial statement, profit and loss statement
          or other statement furnished by any Obligor, or by any
          other person on behalf of any Obligor, to KBK is not
          true and correct in any material respect.    

     (f)  Default to Third Party.  The occurrence of any event
          which permits the acceleration of the maturity of any
          indebtedness owing by any of the Obligors to any third
          party under any agreement or undertaking.    

     (g)  Bankruptcy.  The filing of a voluntary or involuntary
          case by or against any of the Obligors under the United
          States Bankruptcy Code or other present or future
          federal or state insolvency, bankruptcy or similar laws,
          or the appointment of a receiver, trustee, conservator
          or custodian for a substantial portion of the assets of
          any of the Obligors.

     (h)  Insolvency.  Any of the Obligors shall become insolvent,
          make a transfer in fraud of creditors or make an
          assignment for the benefit of creditors.     

     (i)  Involuntary Lien.  The filing or commencement of any
          involuntary Lien, garnishment, attachment or the like
          shall be issued against or with respect to the
          Collateral.    

     (j)  Material Adverse Change.  A material adverse change
          shall have occurred in the financial condition, business
          prospects or operations of any of the Obligors.

     (k)  Tax Lien.  Any of the Obligors shall have a federal or
          state tax Lien filed against any of its properties.

     (l)  Execution on Collateral.  The Collateral or any portion
          thereof is taken on execution or other process of law.

     (m)  ERISA Plan.  Either (i) any "accumulated funding
          deficiency" (as defined in Section 412(a) of the
          Internal Revenue Code of 1986, as amended) in excess of
          $25,000 exists with respect to any ERISA Plan of
          Borrower or its ERISA Affiliate, or (ii) any Termination
          Event occurs with respect to any ERISA Plan of Borrower
          or its ERISA Affiliate and the then current value of
          such ERISA Plan's benefit liabilities exceeds the then
          current value of such ERISA Plan's assets available for
          the payment of such benefit liabilities by more than
          $25,000.

     (n)  Guarantor's Obligations.  If any of the obligations of
          any Guarantor is limited or terminated by operation of
          law or by such Guarantor, or any such Guarantor becomes
          the subject of an insolvency proceeding.     

     (o)  Judgment.  The entry against any of the Obligors of a
          final and nonappealable judgment for the payment of
          money in excess of $25,000 (not covered by insurance
          satisfactory to KBK in KBK's sole discretion).    

     (p)  Termination of Purchase Agreement.  The expiration or
          termination of the Purchase Agreement by either party,
          for whatever reason.  Nothing contained in this Loan
          Agreement shall be construed to limit the events of
          default enumerated in any of the other Loan Documents
          and all such events of default shall be cumulative.

     (q)  Packers and Stockyards Act.  (i) Any notice has been
          provided to the Borrower under the United States Packers
          and Stockyards Act, as amended from time to time, or
          (ii) Borrower has failed to comply, at any time, with
          the provisions of such Act.  

14.  Remedies.  Upon the occurrence of any one or more of the
     foregoing Events of Default, (a) the entire unpaid balance of
     principal of the Notes, together with all accrued but unpaid
     interest thereon, and all other indebtedness owing to KBK by
     Borrower at such time shall, at the option of KBK, become
     immediately due and payable without further notice, demand,
     presentation, notice of dishonor, notice of intent to
     accelerate, notice of acceleration, protest or notice of
     protest of any kind, all of which are expressly waived by
     Borrower, and (b) KBK may, at its option, cease further
     advances under the Credit Facilities or under any of the Loan
     Documents; provided, however, concurrently and automatically
     with the occurrence of an Event of Default under Subsections
     (g), (h), or (n) in the Section entitled "Events of Default"
     (i) further advances under the Credit Facilities and under
     the Loan Documents shall cease, and (ii) the Notes and all
     other indebtedness owing to KBK by Borrower at such time
     shall, without any action by KBK, become immediately due and
     payable, without further notice, demand, presentation, notice
     of dishonor, notice of acceleration, notice of intent to
     accelerate, protest or notice of protest of any kind, all of
     which are expressly waived by Borrower.  All rights and
     remedies of KBK set forth in this Agreement and in any of the
     other Loan Documents are cumulative and may also be exercised
     by KBK, at its option and in its sole discretion, upon the
     occurrence of an Event of Default.

15.  Indemnification.  Borrower hereby indemnifies and agrees to
     hold harmless and defend all Indemnified Persons from and
     against any and all Indemnified Claims.  THE FOREGOING
     INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH INDEMNIFIED
     CLAIMS ARE IN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE OR IN
     PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, OR ARE
     CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION
     OF ANY INDEMNIFIED PERSON, but shall exclude any of the
     foregoing resulting from such Indemnified Person's gross
     negligence or willful misconduct.  If Borrower or any third
     party ever alleges any gross negligence or willful misconduct
     by any Indemnified Person, the indemnification provided for
     in this Section shall nonetheless be paid upon demand,
     subject to later adjustment or reimbursement, until such time
     as a court of competent jurisdiction enters a final judgment
     as to the extent and affect of the alleged gross negligence
     or willful misconduct.  Upon notification and demand,
     Borrower agrees to provide defense of any Indemnified Claim
     and to pay all costs and expenses of counsel selected by any
     Indemnified Person in respect thereof.  Any Indemnified
     Person against whom any Indemnified Claim may be asserted
     reserves the right to settle or compromise any such
     Indemnified Claim as such Indemnified Person may determine in
     its sole discretion, and the obligations of such Indemnified
     Person, if any, pursuant to any such settlement or compromise
     shall be deemed included within the Indemnified Claims. 
     Except as specifically provided in this Section, Borrower
     waives all notices from any Indemnified Person.  The
     provisions of this Section shall survive the termination of
     this Agreement.

16.  Rights Cumulative.  All rights of KBK under the terms of this
     Agreement shall be cumulative of, and in addition to, the
     rights of KBK under any and all other agreements between
     Borrower and KBK (including, but not limited to, the other
     Loan Documents), and not in substitution or diminution of any
     rights now or hereafter held by KBK under the terms of any
     other agreement.

17.  Waiver and Agreement.  Neither the failure nor any delay on
     the part of KBK to exercise any right, power or privilege
     herein or under any of the other Loan Documents shall operate
     as a waiver thereof, nor shall any single or partial exercise
     of such right, power or privilege preclude any other or
     further exercise thereof or the exercise of any other right,
     power or privilege.  No waiver of any provision in this Loan
     Agreement or in any of the other Loan Documents and no
     departure by Borrower therefrom shall be effective unless the
     same shall be in writing and signed by KBK, and then shall be
     effective only in the specific instance and for the purpose
     for which given and to the extent specified in such writing. 
     Except as otherwise provided in any guaranty agreement
     executed by the Guarantors, no modification or amendment to
     this Loan Agreement or to any of the other Loan Documents
     shall be valid or effective unless the same is signed by the
     party against whom it is sought to be enforced.

18.  Benefits.  This Agreement shall be binding upon and inure to
     the benefit of KBK and Borrower, and their respective
     successors and assigns; provided, however, that Borrower may
     not, without the prior written consent of KBK, assign any
     rights, powers, duties or obligations under this Agreement or
     any of the other Loan Documents.

19.  Notices.  All notices, requests, demands or other
     communications required or permitted to be given pursuant to
     this Agreement shall be in writing and given by (i) personal
     delivery, (ii) expedited delivery service with proof of
     delivery, (iii) United States mail, postage prepaid,
     registered or certified mail, return receipt requested, or
     (iv) telecopy (with receipt thereof confirmed by telecopier)
     sent to the intended addressee at the address set forth on
     the signature page hereof and shall be deemed to have been
     received either, in the case of personal delivery, as of the
     time of personal delivery, in the case of expedited delivery
     service, as of the date of first attempted delivery at the
     address and in the manner provided herein, in the case of
     mail, upon deposit in a depository receptacle under the care
     and custody of the United States Postal Service, or in the
     case of telecopy, upon receipt.  Either party shall have the
     right to change its address for notice hereunder to any other
     location within the continental United States by notice to
     the other party of such new address at least thirty (30) days
     prior to the effective date of such new address.

20.  Governing Law; Venue; Submission to Jurisdiction.  THIS
     AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY
     AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
     TEXAS WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF
     LAWS THEREOF, EXCEPT TO THE EXTENT PERFECTION AND THE EFFECT
     OF PERFECTION OR NON-PERFECTION OF THE SECURITY INTEREST
     GRANTED HEREUNDER OR THEREUNDER, IN RESPECT OF ANY PARTICULAR
     COLLATERAL, ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER
     THAN THE STATE OF TEXAS.  THIS AGREEMENT AND THE OTHER LOAN
     DOCUMENTS ARE PERFORMABLE BY THE PARTIES IN TARRANT COUNTY,
     TEXAS.  BORROWER AND KBK EACH AGREE THAT TARRANT COUNTY,
     TEXAS, SHALL BE THE EXCLUSIVE VENUE FOR LITIGATION OF ANY
     DISPUTE OR CLAIM ARISING UNDER OR RELATING TO THIS AGREEMENT
     AND THE OTHER LOAN DOCUMENTS, AND THAT SUCH COUNTY IS A
     CONVENIENT FORUM IN WHICH TO DECIDE ANY SUCH DISPUTE OR
     CLAIM.  BORROWER AND KBK EACH CONSENT TO THE PERSONAL
     JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN
     TARRANT COUNTY, TEXAS FOR THE LITIGATION OF ANY SUCH DISPUTE
     OR CLAIM.  BORROWER IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
     PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER
     HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING
     BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH
     PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN
     INCONVENIENT FORUM. 

21.  Waiver of Jury Trial.  BORROWER AND KBK EACH HEREBY
     IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW,
     ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
     LITIGATION DIRECTLY OR INDIRECTLY AT ANY TIME ARISING OUT OF,
     UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION
     CONTEMPLATED HEREBY OR ASSOCIATED HEREWITH.

22.  Invalid Provisions.  If any provision of this Agreement or
     any of the other Loan Documents is held to be illegal,
     invalid or unenforceable under present or future laws, such
     provision shall be fully severable and the remaining
     provisions of this Agreement or any of the other Loan
     Documents shall remain in full force and effect and shall not
     be affected by the illegal, invalid or unenforceable
     provision or by its severance.

23.  Expenses.  Borrower shall pay all costs and expenses
     (including, without limitation, reasonable attorneys' fees)
     in connection with (i) the preparation of the Loan Documents,
     (ii) any action required in the course of administration of
     the indebtedness and obligations evidenced by the Loan
     Documents, and (iii) any action in the enforcement of KBK's
     rights upon the occurrence of Event of Default.

24.  Participation of the Credit Facilities.  Borrower agrees that
     KBK may, at its option, sell interests in any of the Credit
     Facilities and its rights under this Agreement and the other
     Loan Documents and, in connection with each such sale, KBK
     may disclose any financial and other information available to
     KBK concerning Borrower to each prospective purchaser and
     assignee.
25.  Conflicts.  In the event any term or provision hereof is
     inconsistent with or conflicts with any provision of the
     other Loan Documents, the terms and provisions contained in
     this Agreement shall be controlling.

26. Counterparts.  This Agreement may be separately executed in
     any number of counterparts, each of which shall be an
     original, but all of which, taken together, shall be deemed
     to constitute one and the same instrument.

27.  ENTIRE AGREEMENT.  THIS AGREEMENT, THE NOTES AND THE OTHER
     LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE
     PARTIES HERETO WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED
     HEREIN AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
     CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
     PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
     PARTIES.  THIS AGREEMENT ALSO AMENDS AND SUPERSEDES ANY OF
     THE TERMS OF ANY PRIOR WRITTEN AGREEMENTS WITH RESPECT TO THE
     MATTERS SET FORTH IN THIS AGREEMENT.

EXECUTED as of the date first above written.

BORROWER:                          KBK FINANCIAL, INC.      

RED OAK FARMS, INC.

By:________________________        By:__________________________
          
Print Name:                        Print Name:              
Title:                             Title:              

Borrower's Address:                KBK's Address:
2010 Commerce Drive                301 Commerce Street
Box 495                            Suite 2200
Red Oak, Iowa 51566                Fort Worth, Texas  76102
                                   Attn:  Legal Department
Telecopy No. (712) 623-4533        Telecopy No. (817) 258-6114

<PAGE>

                           SCHEDULE A
                       TO LOAN AGREEMENT
                      Dated April 20, 1998
                         BY AND BETWEEN
   KBK FINANCIAL, INC. (d/b/a ROF/KBK ACCEPTANCE CORPORATION)
                              AND
                      RED OAK FARMS, INC.
                                


                                                         
RED OAK FARMS, INC.

INVENTORY MAINTENANCE CERTIFICATE


Report #_____________                       Financial Statement 
                                            Date:_____________



1.  INVENTORY
      a.   Raw Materials                       __________
      b.   Work in Progress                    __________
      c.   Finished Goods                      __________



2.  TOTAL GROSS INVENTORY per this report(Sum of all lines in Section 1 above)



3.  INELIGIBLE INVENTORY
   a.  Raw Material                              __________
   b.  Work in Progress                          __________
   c.  Damaged, defective and obsolete inventory __________
   d.  Returned or rejected inventory            __________
   e.  Consigned Inventory                       __________
   f.  Inventory in Transit                      __________
   g.  Inventory not Financed by KBK             __________
   h.  Other (non-package; non-USDA 
        stamped)                                  _________
   i.  Other                                      _________



4.  TOTAL INELIGIBLE INVENTORY Per this Report(Sum of all linesin Section 3 
above)



5.  NET ELIGIBLE INVENTORY          (Line 2 minus Line 4)



6.  INVENTORY ADVANCE RATE                                     50%


7.  GROSS INVENTORY AVAILABILITY(Line 5 multiplied by line 6)



8.  Maximum Availability:
      Lesser of:          a: Line of Credit amount, or 1,500,000.00
                          b: Line 7                     ___________



ADVANCES
9.     Outstanding Balance per last Report(Line 13 from prior report)
10.   LESS: Payments applies since last Report
11.   Balance Prior to New Activity
12.   ADD: Advance Request Per this Report
13.   NEW OUTSTANDING BALANCE      (Not to exceed Line 8)
14.   EXCESS AVAILABILITY          (Line 8 minus Line 13)




The undersigned, _________________________________ does
hereby certify that he/she has made a thorough inquiry into
all matters certified herein and based upon such inquiry
does hereby certify that :

         He/She is duly elected, qualified and acting
           __________________________ of the Company.
         This Maintenance Certificate is being submitted to
           KBK Financial, Inc. pursuant to that certain Loan
           Agreement dated April 20, 1998 between Company and
           KBK (as from time to time as supplemented or
           amended, the "Agreement").  Terms used or not
           otherwise defined herein shall have the meanings
           assigned to them in the Agreement.
         All representations and warranties made in the
           Agreement or in any other instrument, document,
           certificate or other agreement executed in
           connection therewith (collectively, the
           "Transaction Documents") delivered on or before the
           date hereof (except to the extent that the facts
           upon which such representations are based have
           changed by the transaction contemplated in this
           Agreement) as if such representations and
           warranties had been made as of the date hereof.
         No Event off Default exists on the date hereof.
         The Company has performed and complied with all
           agreements and conditions required in the
           Transaction Documents to be performed or complied
           with by it on the date hereof.
         After KBK makes the advance(s) requested by this
           Maintenance Certificate, the aggregate amount of
           all outstanding advances does not exceed the lesser
           of (i) the Facility Amount of (ii) the Maximum
           Availability.
         All information contained in this Maintenance
           Certificate is true, correct and completed.
                  
         IN WITNESS HEREOF, this instrument is executed by the
         undersigned as of ______________, 199_____.
                  
                                           RED OAK FARMS, INC.
                                           By:                    
                                           Name:                  
                                           Title:_____________

<PAGE>

                       LIMITED GUARANTY

This Limited Guaranty ("Guaranty") is made this 20th day of
April, 1998, by the following individuals and corporation with
residences and mailing addresses as set forth below (referred to
herein collectively as the "Guarantors")

 Gordon Reisinger       John Derner          Red Oak Hereford Farms, Inc.
1985 203rd Street     2351 213th Avenue         2010 Commerce Drive
Red Oak, Iowa 51566   Milford, Iowa 51351       Red Oak, Iowa 51566

to and for the benefit of KBK FINANCIAL, INC. d/b/a ROF/KBK
Acceptance Corporation ("KBK"), a Delaware corporation authorized
to transact business in Texas.

A.     KBK has contemporaneously herewith entered into that
       certain account transfer and purchase agreement of even
       date herewith (such agreement, and all amendments and
       modifications thereof, collectively, the "Purchase
       Agreement"), to which reference is made for all purposes,
       with RED OAK FARMS, INC., an Iowa corporation (referred to
       herein as the "Seller"), pursuant to which KBK has
       purchased or will purchase all right, title and interest
       in certain accounts receivable of the Seller (the
       "Accounts"), on those terms and conditions set forth in
       the Purchase Agreement.

B.     KBK is willing to enter into the Purchase Agreement only
       if the Guarantors execute and deliver this Guaranty to
       KBK.

NOW, THEREFORE, in consideration of the aforesaid premises and
other good and valuable consideration, and for the purpose of
inducing KBK to enter into the Purchase Agreement and to purchase
accounts receivables from the Seller pursuant to the terms
thereof, the sufficiency of which is hereby acknowledged, the
Guarantors hereby covenant and agree as follows:

1.     The Guarantors hereby unconditionally and irrevocably
       guarantee the payment in full of any losses incurred by
       KBK under the Purchase Agreement (collectively the
       "Obligations") to the extent that such losses are related
       to or attributable to any of the following limited
       circumstances only:

       (a)  In the event any of the representations and
            warranties set forth in Section 9 of the Purchase
            Agreement was not true when made or ceases to be
            true for any reason.

       (b)  In the event that the Seller, any Guarantor, or any
            other person, without receiving prior written
            consent from KBK, shall cash, deposit, or retain,
            any checks, drafts, monies or proceeds of the
            Accounts purchased by KBK, and the Seller shall fail
            to immediately tender the entire amount of the same
            to KBK.

2.     KBK shall not be required, as a condition precedent to
       making a demand upon the Guarantors or to bringing an
       action against the Guarantors under this Guaranty, to make
       demand upon, or to institute any action or proceeding, at
       law or in equity against the Seller or anyone else, or to
       exhaust its remedies against the Seller, or anyone else,
       or against any collateral security.  All remedies afforded
       to KBK by reason of this Guaranty are separate and
       cumulative remedies and it is agreed that not one of such
       remedies, whether exercised by KBK or not, shall be deemed
       to be exclusive of any of the other remedies available to
       KBK and shall not limit or prejudice any other remedy
       which KBK may have against any party, including the
       Guarantors.

3.     The Guarantors shall remain liable on this Guaranty
       notwithstanding any change or changes in the terms,
       covenants or conditions of the Purchase Agreement, or any
       amendment thereto, hereafter made or granted, or any delay
       on the part of KBK in exercising its rights hereunder or
       thereunder, it being the intention hereof that each of the
       Guarantors shall remain liable as principals until the
       full amount of the Obligations guaranteed hereby, with
       interest and any sums which may be due thereon, shall have
       been fully paid, notwithstanding any act or omission which
       might otherwise operate as a legal or equitable discharge
       of the Guarantors.

4.     The Guarantors hereby waive (a) notice of acceptance of
       this Guaranty; (b) presentment and demand for payment of
       the Obligations or any portion thereof; (c) protest and
       notice of dishonor or default to the Guarantors or to any
       other person or party with respect to the Obligations or
       any portion thereof; (d) all other notices to which the
       Guarantors might otherwise be entitled; (e) any demand for
       payment or performance of this Guaranty; and (f) all
       Guaranty and suretyship defenses or other defenses in the
       nature thereof (including, without limitation, all rights
       Guarantor has under, or the requirements imposed by,
       Chapter 34 of the Texas Business and Commerce Code, as may
       be amended from time to time).

5.     Each Guarantor shall promptly furnish to KBK at any time
       and from time to time such financial statements and other
       financial information of Guarantor as KBK may require, in
       form and detail satisfactory to KBK (including, without
       limitation, annual financial statements within 45 days
       after the end of each calendar year).

6.     This Guaranty shall inure to the benefit of, and may be
       enforced by KBK, and its respective successors and
       assigns, and shall be binding upon and enforceable against
       the Guarantors and their respective heirs, executors,
       legal representatives, administrators, or successors and
       assigns thereof.  All obligations of the Guarantors
       hereunder shall be joint and several.

7.     The Guarantors agree that in the event this Guaranty is
       placed in the hands of an attorney for enforcement, the
       Guarantors will reimburse KBK for all expenses incurred,
       including reasonable attorneys' fees.

8.     This Guaranty cannot be modified or amended except in a
       writing, duly executed by the Guarantors and KBK.
       
9.     Each Guarantor has received, and will receive, direct
       and/or indirect benefits by and from the making of this
       Guaranty and the execution of the Purchase Agreement by
       KBK.

10.    THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN
       ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT
       GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAWS
       THEREOF.  THIS GUARANTY IS PERFORMABLE IN TARRANT COUNTY,
       TEXAS.  EACH GUARANTOR AGREES THAT TARRANT COUNTY, TEXAS
       SHALL BE THE EXCLUSIVE VENUE FOR LITIGATION OF ANY DISPUTE
       OR CLAIM ARISING UNDER OR RELATING TO THIS GUARANTY, AND
       THAT SUCH COUNTY IS A CONVENIENT FORUM IN WHICH TO DECIDE
       ANY SUCH DISPUTE OR CLAIM.  EACH GUARANTOR CONSENTS TO THE
       PERSONAL JURISDICTION OF THE STATE AND FEDERAL COURTS
       LOCATED IN TARRANT COUNTY, TEXAS FOR THE LITIGATION OF ANY
       SUCH DISPUTE OR CLAIM.  EACH GUARANTOR IRREVOCABLY WAIVES,
       TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION
       WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE
       VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND
       ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT
       HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

11.    EACH GUARANTOR HEREBY IRREVOCABLY WAIVES, TO THE MAXIMUM
       EXTENT PERMITTED BY LAW, ANY RIGHT EACH GUARANTOR MAY HAVE
       TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION DIRECTLY
       OR INDIRECTLY AT ANY TIME ARISING OUT OF, UNDER OR IN
       CONNECTION WITH THIS GUARANTY OR ANY TRANSACTION
       CONTEMPLATED HEREBY OR ASSOCIATED HEREWITH.

12.    THIS GUARANTY REPRESENTS THE FINAL AGREEMENT BETWEEN THE
       PARTIES HERETO WITH RESPECT TO THE TRANSACTIONS
       CONTEMPLATED HEREIN AND MAY NOT BE CONTRADICTED BY
       EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
       AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
       AGREEMENTS BETWEEN THE PARTIES.

IN WITNESS WHEREOF, the undersigned have executed this Guaranty
the day and year above first written.

GUARANTORS:


                                                                
                                                                
       
GORDON REISINGER                          JOHN DERNER
SSN ###-##-####                           SSN ###-##-####

RED OAK HEREFORD FARMS, INC.

By:                                                           
Print Name:
Title:


STATE OF                     
                             
COUNTY OF               

       The foregoing instrument was acknowledged before me this
_________ day of April, 1998, by John Derner.

Witness my hand and official seal.

My Commission expires:                    
                                                (Notary Public)

<PAGE>



April __, 1998


Millard Refrigerated Services
2523 Gomez Avenue
Omaha, Nebraska 68107

Gentlemen:

     Pursuant to our financing agreements (the "Agreements")
with KBK Financial, Inc. ("KBK"), we have granted to KBK a
security interest in, among other things:   (a) all of our
present and future inventory and farm products, wherever
located, and the proceeds thereof, including without limitation
all of our inventory and farm products which we have heretofore
delivered to you for storage and is now in your possession and
any of our inventory and farm products which we may in the
future deliver to you for storage; and (b) all documents of
title representing any of the foregoing and the proceeds
thereof.  Such inventory and farm products includes, without
limitation, certain livestock, livestock products, meat and
meat products.

     Pursuant to KBK's rights under the Agreements, KBK has
requested and we have agreed to issue to you the following
instructions regarding our inventory and farm products, all of
which instructions may not hereafter be modified or rescinded
by us except with the express written consent of KBK.

     With respect to any of our inventory and farm products
hereafter delivered by us to you for storage, you shall issue
therefor only non-negotiable warehouse receipts and such non-
negotiable warehouse receipts shall be issued only in KBK's
name.  You shall at no time issue negotiable warehouse receipts
to any party with respect to any of our inventory and farm
products.

     Please sign this letter below where provided to indicate
your consent and agreement to all of the foregoing and your
affirmation that:

     (a)   you have not heretofore issued negotiable warehouse
receipts with respect to any of our inventory and farm products
now in your possession; and

     (b)   with respect to any of our inventory and farm
products now or hereafter coming into your possession, you
shall honor any subsequent instructions issued to you by KBK as
to the disposition thereof, notwithstanding any instructions to
the contrary which you may receive from us or any third party,
and notwithstanding the fact that non-negotiable warehouse
receipts representing any such inventory and farm products have
been issued by you to us and are in our possession; and

     (c)   any security interest, lien, right of distraint or
levy or other encumbrance or claim in your favor, whether for
unpaid slaughter, fabrication, and processing services, or
storage charges or otherwise, that you may now or hereafter
have in any of our inventory and farm products, shall be
subject and subordinate in all respects to any security
interest which KBK may now or hereafter have in any such
inventory and farm products; and

     (d)    these instructions shall not be modified, amended,
or supplemented without the prior written consent of KBK; and

     (e)   KBK shall be provided with reasonable access to the
inventory and farm products described above for purposes of
auditing or appraising such inventory and farm products or
exercising its rights and remedies from time to time.

                                 Very truly yours,
                                                                          
                                  RED OAK FARMS, INC.
                                                                          
                            By:_______________________
                                     
                                                                          
                            Title:____________________
                                    

AGREED:

MILLARD REFRIGERATED SERVICES

By:_________________________________

Title:________________________________


<PAGE>



April __, 1998


Nebraska Beef, Inc.
4501 S. 36th Street
Omaha, Nebraska 68107

Gentlemen:

     Pursuant to our financing agreements (the "Agreements")
with KBK Financial, Inc. ("KBK"), we have granted to KBK a
security interest in, among other things:  (a) all of our
present and future inventory and farm products, wherever
located, and the proceeds thereof, including without limitation
all of our inventory and livestock which we have heretofore
delivered to you for storage and is now in your possession and
any of our inventory and livestock which we may in the future
deliver to you for storage and/or slaughter and fabrication;
and (b) all documents of title representing any of the
foregoing and the proceeds thereof.  Such inventory and farm
products includes, without limitation, certain livestock,
livestock products, meat and meat products.

     Pursuant to KBK's rights under the Agreements, KBK has
requested and we have agreed to issue to you the following
instructions regarding our inventory and farm products, all of
which instructions may not hereafter be modified or rescinded
by us except with the express written consent of KBK.

     With respect to any of our inventory and farm products
hereafter delivered by us to you for storage or processing, you
shall issue therefor only non-negotiable warehouse receipts and
such non-negotiable warehouse receipts shall be issued only in
KBK's name.  You shall at no time issue negotiable warehouse
receipts to any party with respect to any of our inventory.

     Please sign this letter below where provided to indicate
your consent and agreement to all of the foregoing and your
affirmation that:

     (a)   you have not heretofore issued negotiable warehouse
receipts with respect to any of our inventory or farm products
now in your possession; and

     (b)   with respect to any of our inventory and farm
products now or hereafter coming into your possession, you
shall honor any subsequent instructions issued to you by KBK as
to the disposition thereof, notwithstanding any instructions to
the contrary which you may receive from us or any third party,
and notwithstanding the fact that non-negotiable warehouse
receipts representing any such inventory have been issued by
you to us and are in our possession; and

     (c)   any security interest, lien, right of distraint or
levy or other encumbrance or claim in your favor, whether for
unpaid slaughter, fabrication, and processing services, or
storage charges or otherwise, that you may now or hereafter
have in any of our inventory or farm products, shall be subject
and subordinate in all respects to any security interest which
KBK may now or hereafter have in any such inventory and farm
products; and

     (d)   these instructions shall not be modified, amended,
or supplemented without the prior written consent of KBK; and

     (e)   KBK shall be provided with reasonable access to the
inventory and farm products described above for purposes of
auditing or appraising such inventory and farm products or
exercising its rights and remedies from time to time; and

     (f)   Without any obligation to do so, KBK (1) has the
right (exercised in KBK's sole and absolute discretion) to
perform any or all of our obligations under that certain
agreement dated March 13, 1998, between Nebraska Beef and us
(the "Nebraska Beef Agreement") pertaining to, among other
things, certain slaughter and fabrication services provided by
Nebraska Beef from time to time, and (ii) may exercise any or
all of our rights under the Nebraska Beef Agreement.  We hereby
grant to KBK a power of attorney to exercise such rights on our
behalf, it being agreed that such power is coupled with an
interest and is irrevocable.   In particular, and without
limitation of the foregoing, KBK may tender livestock (in
which we have granted to KBK a security interest) to Nebraska
Beef for slaughter and fabrication in accordance with the terms
and conditions of the Nebraska Beef Agreement.

                              Very truly yours,
                                                                          
                               RED OAK FARMS, INC.
                                                                          
                            By:_______________________
                                  
                           Title:____________________
                           

AGREED:

NEBRASKA BEEF, INC.

By:_________________________________
Title:________________________________


<PAGE>

                REVOLVING CREDIT PROMISSORY NOTE
                           (Inventory)


$1,500,000                                  April 20, 1998

FOR VALUE RECEIVED, on or before April 19, 1999 ("Maturity
Date"), the undersigned and if more than one, each of them,
jointly and severally (hereinafter referred to as "Borrower"),
promises to pay to the order of KBK FINANCIAL, INC. ("KBK") at
its offices in Tarrant County, Texas, at 301 Commerce Street,
Suite 2200, Fort Worth, Texas 76102, the principal amount of
ONE MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS
($1,500,000.00) ("Total Principal Amount"), or such amount less
than the Total Principal Amount which is outstanding from time
to time if the total amount outstanding under this Revolving
Credit Promissory Note ("Note") is less than the Total
Principal Amount, together with interest at the rate set forth
below on such portion of the Total Principal Amount which has
been advanced to Borrower from the date advanced until paid.

Interest Rate.  The unpaid principal amount of this Note shall
bear interest at a fluctuating rate per annum which shall from
day to day be equal to the lesser of (a) the Maximum Rate (as
hereinafter defined), or (b) a rate ("Contract Rate"),
calculated on the basis of the actual days elapsed but computed
as if each year consisted of 360 days, equal to the sum of (i)
the Base Rate of interest ("Base Rate") as established from
time to time by KBK (which may not be the lowest, best or most
favorable rate of interest which KBK may charge on loans to its
customers) plus (ii) five percent (5.0%), each change in the
rate to be charged on this Note to become effective without
notice to Borrower on the effective date of each change in the
Maximum Rate or the Base Rate, as the case may be; provided,
however, in no event shall the Contract Rate be less than seven
percent (7.0%) per annum; provided, further that if at any time
the Contract Rate shall exceed the Maximum Rate, thereby
causing the interest on this Note to be limited to the Maximum
Rate, then any subsequent reduction in the Base Rate shall not
reduce the rate of interest on this Note below the Maximum Rate
until the total amount of interest accrued on this Note equals
the amount of interest which would have accrued on this Note if
the Contract Rate had at all times been in effect.  The term
"Maximum Rate", as used herein, shall mean at the particular
time in question the maximum rate of interest which, under
applicable law, may then be charged on this Note.  If such
maximum rate of interest changes after the date hereof, the
Maximum Rate shall be automatically increased or decreased, as
the case may be, without notice to Borrower from time to time
as of the effective date of each change in such maximum rate. 
If applicable law ceases to provide for such a maximum rate of
interest, the Maximum Rate shall be equal to eighteen percent
(18%) per annum.

Repayment Terms.  The principal of and all accrued but unpaid
interest on this Note shall be due and payable as follows:

     (a)  interest shall be due and payable monthly as it
     accrues, commencing on the 15th day of May, 1998, and
     continuing on the 15th day of each successive month
     thereafter during the term of this Note; and

     (b)  the outstanding principal balance of this Note,
     together with all accrued but unpaid interest, shall be
     due and payable on the Maturity Date.

Borrower authorizes KBK to effect all payments due under this
Note and to collect all sums due hereunder (whether by
acceleration or otherwise) by debiting Borrower's account
number 268684 at First National Bank of Red Oak, Iowa (the
"Debit Account") through the Automated Clearing House system
("ACH").  Such authorization shall not affect the obligations
of Borrower to make all payments when due hereunder.  If on any
payment date there are insufficient funds in the Debit Account
to make such payments in full, Borrower agrees to pay KBK on
demand a $100.00 manual processing fee.  All payments of
principal or interest on this Note shall be made in lawful
money of the United States of America in immediately available
funds, and, if such payments are not made via ACH, shall be
made at KBK's address indicated above, or such other place as
the holder of this Note shall designate in writing to Borrower. 
If any payment of principal of or interest on this Note shall
become due on a day which is not a Business Day (as hereinafter
defined), such payment shall be made on the next succeeding
Business Day and any such extension of time shall be included
in computing interest in connection with such payment.  As used
herein, the term "Business Day" shall mean any day other than a
Saturday, Sunday or any other day on which KBK's office in Fort
Worth, Texas is closed.  All regularly scheduled payments of
the indebtedness evidenced by this Note shall be applied first
to any accrued but unpaid interest then due and payable
hereunder and then to the principal amount then due and
payable.  The books and records of KBK shall be prima facie
evidence of all outstanding principal of and accrued and unpaid
interest on this Note.  To the extent that any interest is not
paid on or before the fifth day after it becomes due and
payable, KBK may, at its option, add such accrued interest to
the principal of this Note.  Notwithstanding anything herein to
the contrary, upon an Event of Default (as hereinafter defined)
or at maturity, whether by acceleration or otherwise, all
principal of this Note shall, at the option of KBK, bear
interest at a fixed rate equal to 18% per annum until paid.

Prepayment Penalty.  Borrower may from time to time prepay all
or any portion of the outstanding principal balance of this
Note without premium or penalty; provided, however, if (a) the
outstanding principal balance hereof is prepaid in full, and
(b) Borrower notifies KBK of Borrower's intention to terminate
the credit facility (described in the Loan Agreement, defined
below) prior to the Maturity Date, then, in addition to such
principal prepayment, there shall be due and owing by Borrower
at such time a prepayment penalty equal to one percent (1.0%)
of the Total Principal Amount.  Furthermore, should Borrower
notify KBK of Borrower's intention to voluntarily terminate the
Purchase Agreement (as hereinafter defined), it shall be deemed
notification by Borrower to KBK of Borrower's intention to
voluntarily terminate financing under this Note and to prepay
this Note in full on the same day of the effective date of
termination of the Purchase Agreement, such prepayment to be
subject to the terms and conditions of the foregoing prepayment
penalty.

Loan Documents.  This Note is subject to the terms and
conditions set forth in that certain Loan Agreement of even
date herewith, by and between Borrower and KBK, as may be
amended from time to time (the "Loan Agreement).  This Note,
the Loan Agreement and all other documents evidencing,
securing, governing, guaranteeing and/or pertaining to this
Note are hereinafter collectively referred to as the "Loan
Documents".  The holder of this Note is entitled to the
benefits and security provided in the Loan Documents.

Advances.  Subject to the terms of the Loan Agreement, Borrower
may request advances and make payments hereunder from time to
time, provided that it is understood and agreed that the
aggregate principal amount outstanding from time to time
hereunder shall not at any time exceed the Total Principal
Amount.  The unpaid balance of this Note shall increase and
decrease with each new advance or payment hereunder, as the
case may be.  This Note shall not be deemed terminated or
canceled prior to the Maturity Date, although the entire
principal balance hereof may from time to time be paid in full. 
Subject to the terms of this Note and the other Loan Documents,
Borrower may borrow, repay and reborrow hereunder.

Purpose.  Borrower agrees that no advances under this Note
shall be used for personal, family or household purposes, and
that all advances hereunder shall be used solely for business,
commercial, investment or other similar purposes.

Event of Default.  Borrower agrees that upon the occurrence of
any one or more of the following events of default ("Event of
Default"):

(a)  failure of Borrower to pay when due any installment of
principal of or interest on this Note or on any other
indebtedness now or hereafter owing by Borrower to KBK; or

(b)  the occurrence of any event of default specified in any of
the other Loan Documents; or

(c)  the occurrence of an event of default or the breach of any
term or covenant under that certain Account Transfer and
Purchase Agreement of even date herewith, between KBK and
Borrower, as may be amended from time to time (the "Purchase
Agreement") or if the Purchase Agreement terminates or is
terminated by either party for any reason; or

(d)  the bankruptcy or insolvency of, the assignment for the
benefit of creditors by, or the appointment of a receiver for
any of the property of, or the liquidation, termination,
dissolution or death or legal incapacity of Borrower;

the holder of this Note may, at its option, without further
notice or demand, (i) declare the outstanding principal balance
of and accrued but unpaid interest on this Note at once due and
payable, (ii) refuse to advance any additional amounts under
the Note, (iii) foreclose all liens securing payment hereof,
(iv) pursue any and all other rights, remedies and recourses
available to the holder hereof, including but not limited to
any such rights, remedies or recourses under the other Loan
Documents, at law or in equity, or (v) pursue any combination
of the foregoing.  The failure to exercise the option to
accelerate the maturity of this Note or any other right remedy
or recourse available to the holder hereof upon the occurrence
of an Event of Default hereunder shall not constitute a waiver
of the right of the holder of this Note to exercise the same at
that time or at any subsequent time with respect to such Event
of Default or any other Event of Default.  The rights, remedies
and recourses of the holder hereof, as provided in this Note
and in any of the other Loan Documents, shall be cumulative and
concurrent and may be pursued separately, successively or
together as often as occasion therefore shall arise, at the
sole discretion of the holder hereof.  The acceptance by the
holder hereof of any payment under this Note which is less than
the payment in full of all amounts due and payable at the time
of such payment shall not (i) constitute a waiver of or impair,
reduce, release or extinguish any right, remedy or recourse of
the holder hereof, or nullify any prior exercise of any such
right, remedy or recourse, or (ii) impair, reduce, release or
extinguish the obligations of any party liable under any of the
other Loan Documents as originally provided herein or therein.

Compliance With Usury Laws.  This Note and the other Loan
Documents are intended to be performed in accordance with, and
only to the extent permitted by, all applicable usury laws. 
Accordingly, notwithstanding any provision to the contrary in
this Note or any of the other Loan Documents, in no event
whatsoever shall this Note or any of the other Loan Documents
require the payment or permit the payment, taking, reserving,
receiving, collection or charging of any sums constituting
interest under applicable laws which exceed the maximum amount
permitted by such laws.  If any such excess interest is called
for, contracted for, charged, taken, reserved, or received in
connection with this Note or any of the other Loan Documents,
or in any communication by KBK or any other person to Borrower
or any other person, or in the event all or part of the
principal or interest shall be prepaid or accelerated, so that
under any of such circumstances or under any other circumstance
whatsoever the amount of interest contracted for, charged,
taken, reserved, or received on the amount of principal
actually outstanding from time to time under this Note or any
of the other Loan Documents shall exceed the maximum amount of
interest permitted by applicable usury laws, then in any such
event it is agreed as follows: (i) the provisions of this
Section shall govern and control; (ii) neither Borrower nor any
other person or entity now or hereafter liable for payments
under this Note or any of the other Loan Documents shall be
obligated to pay the amount of such interest to the extent such
interest is in excess of the maximum amount of interest
permitted by applicable usury laws; (iii) any such excess which
is or has been received notwithstanding this Section shall be
credited against the then unpaid principal balance of this Note
and the other Loan Documents or, if this Note or any of the
other Loan Documents has been or would be paid in full by such
credit, refunded to Borrower, and (iv) the provisions of this
Note or any of the other Loan Documents, and any commuication
to Borrower, shall immediately be deemed reformed and such
excess interest reduced, without the necessity of executing any
other document, to the maximum lawful rate allowed under
applicable laws as now or hereafter construed by courts having
jurisdiction hereof or thereof.  Without limiting the
foregoing, all calculations of the rate of interest contracted
for, charged, taken, reserved, or received in connection
herewith which are made for the purpose of determining whether
such rate exceeds the maximum lawful rate shall be made to the
extent permitted by applicable laws by amortizing, prorating,
allocating and spreading during the period of the full term of
this Note or any of the other Loan Documents, including all
prior and subsequent renewals and extensions, all interest at
any time contracted for, charged, taken, reserved, or received. 
The terms of this Section shall be deemed to be incorporated
into every other Loan Document.

Borrower and KBK agree that Chapter 346 of the Texas Finance
Code, formerly Chapter 15 of the Texas Revised Civil Statutes
(which regulates certain revolving loan accounts and revolving
tri-party accounts) shall not apply to any revolving loan
accounts created under this Note or maintained in connection
therewith.

To the extent that the interest rate laws of the State of Texas
are applicable to this Note, the applicable interest rate
ceiling is the indicated (weekly) ceiling determined in
accordance with Article 5069-1D.002 of the Texas Revised Civil
Statutes, as amended, and, to the extent that this Note is
deemed an open end account as such term is defined in Article
5069-1B.002 (14) of the Texas Revised Civil Statutes, as
amended, KBK retains the right to modify the interest rate in
accordance with applicable law.  As used in this Note, the term
"applicable law" means the laws of the State of Texas laws or
the United States of America, whichever laws allow the greater
interest, as such laws now exist or may be changed or amended
or come into effect in the future.

Costs of Collection; Waivers.  If this Note is placed in the
hands of an attorney for collection, or is collected in whole
or in part by suit or through probate, bankruptcy or other
legal proceedings of any kind, Borrower agrees to pay, in
addition to all other sums payable hereunder, all costs and
expenses of collection, including but not limited to reasonable
attorneys' fees.  Borrower and any and all endorsers and
guarantors of this Note severally waive presentment for
payment, notice of nonpayment, protest, demand, notice of
protest, notice of intent to accelerate, notice of acceleration
and dishonor, diligence in enforcement and indulgences of every
kind and without further notice hereby agree to renewals,
extensions, exchanges or releases of collateral, taking of
additional collateral indulgences or partial payments, either
before or after maturity.

Governing Law; Venue; Submission to Jurisdiction; Waiver of
Jury Trial.  THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT GIVING
EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.  THIS
NOTE IS PERFORMABLE IN TARRANT COUNTY, TEXAS.  BORROWER AGREES
THAT TARRANT COUNTY, TEXAS SHALL BE THE EXCLUSIVE VENUE FOR
LITIGATION OF ANY DISPUTE OR CLAIM ARISING UNDER OR RELATING TO
THIS NOTE, AND THAT SUCH COUNTY IS A CONVENIENT FORUM IN WHICH
TO DECIDE ANY SUCH DISPUTE OR CLAIM.  BORROWER CONSENTS TO THE
PERSONAL JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED
IN TARRANT COUNTY, TEXAS FOR THE LITIGATION OF ANY SUCH DISPUTE
OR CLAIM.  BORROWER IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT
IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT
IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. 
SELLER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY
JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Waiver of Jury Trial.  BORROWER HEREBY IRREVOCABLY WAIVES, TO
THE MAXIMUM EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR
INDIRECTLY AT ANY TIME ARISING OUT OF, UNDER OR IN CONNECTION
WITH THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY OR
ASSOCIATED HEREWITH.

FINAL AGREEMENT.  THIS NOTE AND THE OTHER LOAN DOCUMENTS
REPRESENT THE FINAL AGREEMENT BETWEEN KBK AND BORROWER WITH
RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREIN AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


                                BORROWER:
                                                                            
                                RED OAK FARMS, INC.
                                                                            
                               By:______________________
                                   
                               Print Name:
                               Title:


<PAGE>



April __, 1998


Quality Refrigerated Services
6029 N. 16th Street
Omaha, Nebraska 68110

Gentlemen:

     Pursuant to our financing agreements (the "Agreements")
with KBK Financial, Inc. ("KBK"), we have granted to KBK a
security interest in, among other things:  (a) all of our
present and future inventory and farm products, wherever
located, and the proceeds thereof, including without limitation
all of our inventory and farm products which we have heretofore
delivered to you for storage and is now in your possession and
any of our inventory and farm products which we may in the
future deliver to you for storage; and (b) all documents of
title representing any of the foregoing and the proceeds
thereof.  Such inventory and farm products includes, without
limitation, certain livestock, livestock products, meat and
meat products.

     Pursuant to KBK's rights under the Agreements, KBK has
requested and we have agreed to issue to you the following
instructions regarding our inventory and farm products, all of
which instructions may not hereafter be modified or rescinded
by us except with the express written consent of KBK.

     With respect to any of our inventory and farm products
hereafter delivered by us to you for storage, you shall issue
therefor only non-negotiable warehouse receipts and such non-
negotiable warehouse receipts shall be issued only in KBK's
name.  You shall at no time issue negotiable warehouse receipts
to any party with respect to any of our inventory and farm
products.

     Please sign this letter below where provided to indicate
your consent and agreement to all of the foregoing and your
affirmation that:

     (a)   you have not heretofore issued negotiable warehouse
receipts with respect to any of our inventory and farm products
now in your possession; and

     (b)   with respect to any of our inventory and farm
products now or hereafter coming into your possession, you
shall honor any subsequent instructions issued to you by KBK as
to the disposition thereof, notwithstanding any instructions to
the contrary which you may receive from us or any third party,
and notwithstanding the fact that non-negotiable warehouse
receipts representing any such inventory and farm products have
been issued by you to us and are in our possession; and

     (c)   any security interest, lien, right of distraint or
levy or other encumbrance or claim in your favor, whether for
unpaid slaughter, fabrication, and processing services, or
storage charges or otherwise, that you may now or hereafter
have in any of our inventory and farm products, shall be
subject and subordinate in all respects to any security
interest which KBK may now or hereafter have in any such
inventory and farm products; and

     (d)    these instructions shall not be modified, amended,
or supplemented without the prior written consent of KBK; and

     (e)   KBK shall be provided with reasonable access to the
inventory and farm products described above for purposes of
auditing or appraising such inventory and farm products or
exercising its rights and remedies from time to time.

                                 Very truly yours,
                                                                          
                                 RED OAK FARMS, INC.
                                                                          
                                 By:_______________________
                                  
                                                                          
                                Title:____________________
                               

AGREED:

QUALITY REFRIGERATED SERVICES

By:_________________________________

Title:________________________________



<PAGE>

                    SUBORDINATION AGREEMENT
                            (Debt)

     This Subordination Agreement ("Agreement") is made and
entered into as of the ____ day of April, 1998, by and between
KBK Financial, Inc., a Delaware corporation ("KBK") and
MoorMan's, Inc., an Illinois corporation ("Creditor"), with
respect to the following facts:

A.   KBK and Red Oak Farms, Inc., an Iowa corporation ("Client"),
     have entered into that certain Account Transfer and Purchase
     Agreement, dated to be effective as of April _____, 1998,
     ("Purchase Agreement"), pursuant to which Purchase Agreement
     the parties have provided for the terms and conditions under
     which KBK may, from time to time, purchase from Client
     certain accounts receivable of Client and related rights
     (hereinafter collectively referred to as the "Purchased
     Accounts"), and Client has made certain covenants,
     representatives, and warranties to KBK with respect to each
     Purchased Account.  KBK has or will provide certain
     financing to Client as evidenced by that certain Revolving
     Credit Promissory Note dated as of April _____, 1998,
     payable by Client to the order of KBK in the stated
     principal amount of $1,500,000 (such promissory note,
     together with all renewals, amendments and modifications
     thereof, the "KBK Note").

B.   To secure Client's obligations to KBK under the Purchase
     Agreement and the KBK Note, Client has granted to KBK a
     first priority security interest in and to all present and
     future accounts, general intangibles, equipment, inventory,
     livestock, documents, instruments, chattel paper, and
     contract rights, and any and all proceeds thereof, and such
     other and additional collateral as may be described in the
     Purchase Agreement and that certain Security Agreement of
     even date with the KBK Note, executed by Client for the
     benefit of KBK (all of the foregoing are hereinafter
     collectively referred to as the "Collateral").

C.   Client has executed that certain promissory note dated
     ______________, payable by Client to the order of Creditor
     in the stated principal amount of $__________, a copy of
     which is attached hereto as Exhibit A (the "Subordinated
     Note").

D.   KBK and Creditor intend, by this Agreement, to establish,
     between themselves, and their respective successors and
     assigns, for the subordination by Creditor of all
     indebtedness and other obligations of Client now and
     hereafter owing to Creditor (including, without limitation,
     all indebtedness owing under the Subordinated Note, and any
     and all renewals, modifications, and extensions thereof) to
     the obligations of Client to KBK, however contingent.
     
NOW, THEREFORE, FOR VALUABLE CONSIDERATION, the receipt and
sufficiency of which are hereby acknowledged, the parties agree
as follows:

     1.   Subordination of Obligations.

           1.1 The term "Obligations" is used and shall be
               construed in this Agreement in its broadest and
               most comprehensive sense and shall mean all
               present and future indebtedness of Client which
               may be, from time to time, directly or
               indirectly, incurred by Client, and any and all
               extensions, renewals, renewals, and modifications
               thereof, including, but not limited to, any
               invoices, contracts, agreements, or other
               instruments evidencing the same, and all
               promissory notes, guarantees, debts, demands,
               monies, indebtedness, liabilities and obligations
               owed, or to become owing, including interest,
               principal, costs, and other charges, and all
               claims, rights, causes of actions, judgments,
               decrees, remedies, liens, security interests, or
               other obligations, and all security therefor, of
               any kind whatsoever and howsoever arising,
               whether voluntary, involuntary, absolute,
               contingent, or by operation of law, specifically
               excluding herefrom all obligations due to
               Creditor by Client for goods purchased by Client
               from Creditor in the ordinary course of and used
               in the business of Client.

           1.2 Any and all Obligations now owing and hereafter
               owed by Client to Creditor, including, without
               limitation, all indebtedness evidenced by the
               Subordinated Note (the "Creditor Obligations")
               are hereby unconditionally and irrevocably
               subordinated and made subject to any and all
               Obligations now owing and hereafter owed by
               Client to KBK, including, without limitation, all
               amounts owing by Client under the KBK Note
               (hereinafter collectively the "KBK Obligations"),
               for so long as any of the KBK Obligations shall
               remain unpaid and not fully and finally
               discharged and satisfied.
                    

           1.3 Until termination of this Agreement, Creditor
               agrees: (a) not to collect, or to receive payment
               upon, by setoff or in any other manner, all or
               any portion of the Creditor Obligation; (b) not
               to sell, assign, transfer, pledge, or grant a
               security interest in the Creditor Obligations
               (except subject expressly to this Agreement); (c)
               not to accelerate the maturity of the Creditor
               Obligations; (d) not to commence, prosecute or
               participate in any administrative, legal, or
               equitable action that might adversely affect
               Client or KBK's interests; (e) not to join in any
               petition for bankruptcy or assignment for the
               benefit of creditors agreement affecting Client
               or any of its assets, or seek to appoint a
               receiver for all or any portion of Client's
               assets; (f) not to take any lien or security on
               Client's assets or property, real or personal;
               (g) not to incur any obligation to or receive any
               loans advances, or payments of any kind or gifts
               from Client; (h) not to take any other action,
               directly or indirectly, which would in any manner
               interfere with or impair the rights of KBK with
               respect to any collateral for the KBK
               Obligations, without KBK's prior written consent;
               and (i) not to amend or modify the terms of the
               Subordinated Note without the prior written
               consent of KBK.

          1.4  Except as otherwise hereinafter expressly
               provided, all of the KBK Obligations now or
               hereafter existing shall be first paid,
               satisfied, discharged or satisfactory provisions
               made therefore by Client before any payment shall
               be made by Client on the Creditor Obligations. 
               This priority of payment shall apply at all times
               until all of the KBK Obligations have been fully
               and finally repaid, satisfied, and discharged in
               full.

           1.5 In the event of any liquidation or dissolution of
               Client, whether partial or complete, voluntary or
               involuntary, by operation of law or otherwise, or
               in the event of any receivership, insolvency or
               bankruptcy proceedings by or against Client under
               any bankruptcy or insolvency laws (a) any and all
               payments or distributions of any kind or
               character, whether in cash, securities, or other
               property, which thereafter shall be payable or
               deliverable to Creditor upon or with respect to
               any portion of the Creditor Obligations, shall
               immediately be paid or delivered by Creditor
               directly to KBK for application in reduction of
               the KBK Obligations, whether or not then due or
               mature, in such manner as KBK shall determine in
               its sole discretion, and (b) KBK shall have the
               right (but not the obligation) to file a claim on
               behalf of Creditor respecting the Creditor
               Obligations in any such proceedings and to
               collect and receive all payments that may be
               declared or become payable on the claim of
               Creditor thereunder, or interest thereon (up
               until full payment and performance of the KBK
               Obligations at which time, upon request by
               Creditor, such claim shall be assigned or
               otherwise conveyed to Creditor without recourse),
               and KBK hereby is irrevocably appointed as
               attorney-in-fact for Creditor for such purpose in
               all such proceedings.
                    
          1.6  Creditor further agrees that should Creditor take
               or receive any security interest in, or lien by
               way of attachment, execution or otherwise on any
               of the assets or property, real or personal, of
               Client, or should Creditor take or join in any
               other action or proceeding contrary to this
               Agreement, at any time prior to the termination
               of this Agreement, KBK shall be entitled to have
               the same vacated, dissolved and set aside by such
               proceedings at law, or otherwise, as KBK may deem
               proper.  This Agreement shall be and constitutes
               full and sufficient grounds for such action and
               shall entitle KBK to become a party to any
               proceedings at law, or otherwise, initiated by
               KBK or by any other party, in or by which KBK may
               deem it proper to protect KBK's interests
               hereunder.  Creditor shall be liable to KBK for
               all losses, expenses, and other damages sustained
               by KBK by reason of such breach, including
               attorneys' fees and related costs in any such
               legal action or proceeding.
           1.7 If Creditor shall receive any payments, security
               interest, or other rights in any property of
               Client in violation of this Agreement, such
               payment or property shall be deemed to be
               received and held by Creditor in trust for KBK
               and shall forthwith be delivered and transferred
               to KBK for application in reduction of the KBK
               Obligations, whether or not then due or mature,
               in such manner as KBK shall determine in its sole
               discretion.  

           1.8 Notwithstanding any provision to the contrary
               contained herein, Creditor shall be entitled to
               receive regularly scheduled interest and
               principal payments from Client in an amount set
               forth in the schedule attached hereto as Exhibit
               "A"; provided, however, Creditor's right to
               receive any such payments under the Subordinated
               Note shall be automatically and immediately
               revoked in the event (a) Client is in breach or
               default of any documents, instruments or
               agreements evidencing, guaranteeing, securing or
               pertaining to the KBK Obligations, or (b) the
               terms and provisions of this Agreement are
               breached.  Any amounts received by Creditor after
               the time Creditor's right to receive payments
               under the Subordinated Note have been revoked
               shall be held in trust by Creditor for the
               benefit of KBK and shall be delivered immediately
               to KBK.  It is understood and agreed that
               Creditor shall not be entitled receive any
               prepayments of all or any part of the Creditor
               Obligations.
     
     2.   Representations and Warranties of Creditor.  Creditor
          hereby represents and warrants to KBK that Creditor is
          the sole holder and beneficial owner of the
          Subordinated Note and all interests and rights created
          thereby with respect to said instruments relating
          thereto, and have not assigned, transferred, pledged,
          or granted a security interest in the Subordinated
          Note, or any right or interest therein or thereunder,
          and has not entered into any agreement, option, or
          other Agreement for the sale, assignment, pledge or
          grant of a security interest in any of the foregoing,
          including, without limitation, any grant of any option,
          right of first refusal, or other pre-emptive right to
          purchase or acquire any right or interest therein. 
               
     3.   Reliance by KBK.  This Agreement is an irrevocable and
          continuing agreement of subordination and KBK may
          continue to rely upon same in providing financing and
          other financial accommodations to or for the benefit of
          Client.  In connection therewith, KBK may without
          notice to or consent from Creditor and without
          impairing the rights and obligations of the parties
          under this Agreement (a) release any person or entity
          now or hereafter liable upon any of the KBK
          Obligations, (b) permit substitutions of or release all
          or any portion of the Collateral, (c) renew, extend or
          modify the terms of the KBK Obligations or any document
          or instrument evidencing, governing, securing or
          guaranteeing any of the KBK Obligations, and/or (d)
          provide additional financing to Client after the date
          hereof.
               
     4.   No Commitment.  It is understood and agreed that this
          Agreement shall in no way be construed as a commitment
          or agreement by KBK to continue financing arrangements
          with Client and that KBK may terminate such
          arrangements at any time, in accordance with KBK's
          agreements with Client.
               
     5.   Financial Condition of Client.  Creditor has adequate
          means to obtain from Client on a continuing basis
          information concerning the financial condition of
          Client and Creditor is not relying on KBK to provide
          such information now or in the future.  Creditor
          acknowledges and agrees that KBK is not obligated to
          keep Creditor informed of Client's financial condition.
               
     6.   Affect on Client's Actions.  Client shall not be
          entitled for any purpose or under any circumstances to
          rely upon the failure of KBK or Creditor to comply with
          the terms hereof.  Nothing herein contained shall be
          deemed to authorize Client to take any action not
          permitted under any agreement between Client and KBK or
          Creditor.  Client shall not be deemed to be a third
          party beneficiary to this Agreement or to have any
          rights hereunder whatsoever.
               
     7.   No Challenge to Validity.  Creditor covenants and
          agrees not to take any action to seek to avoid or set
          aside the perfected security interest in the Purchased
          Accounts or the Collateral or to seek to rescind,
          modify, or circumvent the provisions of this Agreement.
               
     8.   Termination.  This Agreement shall terminate on the
          first date when both of the following events shall have
          occurred and exist simultaneously:  (a) full and final
          payment in cash of all of the KBK Obligations; and (b)
          termination or expiration of the Purchase Agreement and
          all obligations or commitments of KBK to provide
          financing to Client.
               
     9.   Amendment.  This Agreement may not be amended except by
          written agreement executed by both KBK and Creditor.
               
     10.  Captions.  Captions as used in this Agreement are for
          convenience only, and shall not affect the construction
          of this Agreement.
               
     11.  Governing Law; Jury Waiver.  This Agreement shall be governed by
          and construed in accordance with the laws of the state of Texas. 
          The parties hereto agree that Tarrant County, Texas, will be the
          exclusive venue for litigation of any dispute or claim arising under
          or related to this Agreement.  the parties hereto waive the right
          to a trial by jury in any action or proceeding of any kind arising
          out of or relating to this agreement.
          
     12.  Successors and Assigns.  Unless otherwise herein
          provided, this Agreement shall be binding upon and
          inure to the benefit of all successors and assigns,
          including, without limitation, such transferee of any
          of the obligations of Client to KBK or to Creditor
          under any agreement or by law.  Any transferee of the
          obligations or indebtedness owed by Client to Creditor
          or any part thereof, shall take such obligations or
          indebtedness or any part thereof subject to the
          provisions of this Agreement.
          
     13.  Entire Agreement.  This Agreement constitutes the
          complete and integrated agreement of both KBK and
          Creditor with respect to the subject matter hereof,
          supersedes all prior or contemporaneous oral
          agreements, assigns or negotiations, and may not be
          orally modified or supplemented by parol or extrinsic
          evidence.
          
     14.  Counterparts.  This Agreement may be executed in two or
          more counterparts, each of which shall be original, but
          all of which constitute but one agreement.  Delivery of
          an executed counterpart of this Agreement by
          telefacsimile shall be equally effective as delivery of
          a manually executed counterpart of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.

"Creditor"                              "KBK"

MOORMAN'S, INC.                         KBK FINANCIAL, INC.
By:                                     By:                                  
                                              
Name:                                   Name:
          
Title:                                 Title:
          

ACKNOWLEDGMENT BY CLIENT

     The undersigned, being the Client named in the foregoing
Agreement, hereby (i) accepts and consents to such Agreement,
(ii) agrees to be bound by all of the provisions thereof, (iii)
agrees to recognize all priorities and other rights granted
thereby, (iv) agrees to pay Creditor in accordance therewith, and
(v) acknowledges and agrees that such Agreement may be altered,
modified or amended by KBK and Creditor without notice to or
consent of Client.


RED OAK FARMS, INC.
     
By:                                                             
          
Name:                                   
Title:                                  
Date:                                 


<PAGE>


                       SECURITY AGREEMENT


THIS SECURITY AGREEMENT ("Agreement") is made as of the 20th
day of April, 1998, by RED OAK FARMS, INC., an Iowa corporation
(hereinafter called "Debtor", whether one or more), in favor of
KBK FINANCIAL, INC., a Delaware corporation authorized to do
business in Texas ("Secured Party").  Debtor hereby agrees with
Secured Party as follows:

1.   Definitions.  As used in this Agreement, the following
terms shall have the meanings indicated below:

     (a)  "Code" shall mean the Uniform Commercial Code as in
effect in the State of Texas, as it may hereafter be amended
from time to time.

     (b)  "Collateral" shall mean all of the property set forth
below:

     Accounts.  All present and future accounts, contract
     rights, chattel paper, documents, instruments, warehouse
     receipts, deposit accounts and general intangibles now or
     hereafter owned by Debtor, all money and other funds of
     Debtor which may now or hereafter come into the
     possession, custody or control of Secured Party, all books
     of account and customer lists, and in any case where an
     account arises from the sale of goods, the interest of
     Debtor in such goods.

     Inventory.  All present and hereafter acquired inventory
     (including without limitation, all raw materials, work in
     process and finished goods) owned by Debtor wherever
     located, and all warehouse receipts pertaining to such
     inventory.

     Farm Products.  All present and hereafter acquired
     livestock, supplies used or produced in farming
     operations, products of livestock (whether in their
     manufactured state or unmanufactured state), including,
     without limitation, all cattle now owned by Debtor
     (including conceived but unborn livestock) or hereafter
     acquired by Debtor (including unconceived livestock and
     all additions to, substitutions for, and replacements of
     any livestock) (collectively, the "Livestock").

     The term Collateral, as used herein, shall also include
     (i) all records relating in any way to the foregoing
     (including, without limitation, any computer software,
     whether on tape, disk, card, strip, cartridge or any other
     form), and (ii) all PRODUCTS and PROCEEDS of all of the
     foregoing (including without limitation, insurance payable
     by reason of loss or damage to the foregoing property). 
     The designation of proceeds does not authorize Debtor to
     sell, transfer or otherwise convey any of the foregoing
     property except finished goods intended for sale in the
     ordinary course of Debtor's business or as otherwise
     provided herein.
     (c)  "Financing Documents" shall mean all instruments and
documents evidencing, securing, governing, guaranteeing and/or
pertaining to the Indebtedness.

     (d)  "Indebtedness" shall mean (i) indebtedness,
obligations and liabilities owing by Debtor to Secured Party
under the Note and Purchase Agreement and all other
indebtedness, obligations and liabilities of Debtor to Secured
Party of any kind or character, now existing or hereafter
arising, whether direct, indirect, related, unrelated, fixed,
contingent, liquidated, unliquidated, joint, several or joint
and several, and regardless of whether such indebtedness,
obligations and liabilities may, prior to their acquisition by
Secured Party, be or have been payable to or in favor of a
third party and subsequently acquired by Secured Party (it
being contemplated that Secured Party may make such
acquisitions from third parties), including without limitation
all indebtedness, obligations and liabilities of Debtor to
Secured Party now existing or hereafter arising by note, draft,
acceptance, guaranty, endorsement, letter of credit,
assignment, purchase, overdraft, discount, indemnity agreement
or otherwise, (ii) all obligations of Debtor to Secured Party
under any documents evidencing, securing, governing and/or
pertaining to all or any part of the indebtedness, obligations
and liabilities described in (i) above, (iii) all costs and
expenses incurred by Secured Party in connection with the
collection and administration of all or any part of the
indebtedness, obligations and liabilities described in (i) and
(ii) above or the protection or preservation of, or realization
upon, the collateral securing all or any part of such
indebtedness, obligations and liabilities, including without
limitation all reasonable attorneys' fees, and (iv) all
renewals, extensions, modifications and rearrangements of the
indebtedness, obligations and liabilities described in (i),
(ii) and (iii) above.

     (e)  "Note" means that certain promissory note of even
date herewith payable by Debtor to the order of Secured Party
in the stated principal amount of $1,500,000.00, as may be
renewed, extended, amended and modified from time to time.

     (f)  "Purchase Agreement" means that certain account
transfer and purchase agreement of even date herewith, between
Debtor and Secured Party, as may be amended from time to time.

     All words and phrases used herein which are expressly
defined in Section 1.201 or Chapter 9 of the Code shall have
the meaning provided for therein.  Other words and phrases
defined elsewhere in the Code shall have the meaning specified
therein except to the extent such meaning is inconsistent with
a definition in Section 1.201 or Chapter 9 of the Code.

2.   Security Interest.  As security for the Indebtedness,
Debtor, for value received, hereby grants to Secured Party a
continuing security interest in the Collateral. 

3.   Representations and Warranties.  Debtor hereby represents
and warrants the following to Secured Party:

     (a)  Due Authorization.  The execution, delivery and
performance of this Agreement and all of the other Financing
Documents executed by Debtor have been duly authorized by all
necessary corporate action of Debtor, to the extent Debtor is a
corporation, or by all necessary partnership action, to the
extent Debtor is a partnership.

     (b)  Enforceability.  This Agreement and the other
Financing Documents executed by Debtor constitute legal, valid
and binding obligations of Debtor, enforceable in accordance
with their respective terms, except as limited by bankruptcy,
insolvency or similar laws of general application relating to
the enforcement of creditors' rights and except to the extent
specific remedies may generally be limited by equitable
principles.

     (c)  Ownership and Liens.  Debtor has good and marketable
title to the Collateral free and clear of all liens, security
interests, encumbrances or adverse claims, (other than those in
favor of Secured Party or otherwise disclosed to and consented
by Secured Party in writing).  No dispute, right of setoff,
counterclaim or defense exists with respect to all or any part
of the Collateral.  Debtor has not executed any other security
agreement currently affecting the Collateral and no effective
financing statement or other instrument similar in effect
covering all or any part of the Collateral is on file in any
recording office except as (i) may have been executed or filed
in favor of Secured Party, or (ii) consented to by Secured
Party in writing.

     (d)  No Conflicts or Consents.  Neither the ownership, the
intended use of the Collateral by Debtor, the grant of the
security interest by Debtor to Secured Party herein nor the
exercise by Secured Party of its rights or remedies hereunder,
will (i) conflict with any provision of (A) any domestic or
foreign law, statute, rule or regulation, (B) the articles or
certificate of incorporation, charter, bylaws or partnership
agreement, as the case may be, of Debtor, or (C) any agreement,
judgment, license, order or permit applicable to or binding
upon Debtor, or (ii) result in or require the creation of any
lien, charge or encumbrance upon any assets or properties of
Debtor or of any person except as may be expressly contemplated
in the Financing Documents.  Except as expressly contemplated
in the Financing Documents, no consent, approval, authorization
or order of, and no notice to or filing with, any court,
governmental authority or third party is required in connection
with the grant by Debtor of the security interest herein or the
exercise by Secured Party of its rights and remedies hereunder.

     (e)  Security Interest.  Debtor has and will have at all
times full right, power and authority to grant a security
interest in the Collateral to Secured Party in the manner
provided herein, free and clear of any lien, security interest
or other charge or encumbrance (other than those in favor of
Secured Party or otherwise disclosed to and consented by
Secured Party in writing).  This Agreement creates a legal,
valid and binding security interest in favor of Secured Party
in the Collateral securing the Indebtedness.  Possession by
Secured Party of all instruments, chattel paper and cash
constituting Collateral from time to time and/or the filing of
the financing statements delivered prior hereto and/or
concurrently herewith by Debtor to Secured Party will perfect
and establish the first priority of Secured Party's security
interest hereunder in the Collateral.

     (f)  Location.  Debtor's residence or chief executive
office, as the case may be, and the office where the records
concerning the Collateral are kept is located at its address
set forth on the signature page hereof.  Except as specified
elsewhere herein, all Collateral shall be kept at such address
and such other addresses as may be listed in Schedule "A"
attached hereto and made a part hereof.

     (g)  Solvency of Debtor.  As of the date hereof, and after
giving effect to this Agreement and the completion of all other
transactions contemplated by Debtor at the time of the
execution of this Agreement, (i) Debtor is and will be solvent,
(ii) the fair saleable value of Debtor's assets exceeds and
will continue to exceed Debtor's liabilities (both fixed and
contingent), (iii) Debtor is paying and will continue to be
able to pay its debts as they mature, and (iv) if Debtor is not
an individual, Debtor has and will have sufficient capital to
carry on Debtor's businesses and all businesses in which Debtor
is about to engage.

     (h)  Compliance with Environmental Laws.  Except as
disclosed in writing to Secured Party, Debtor is conducting
Debtor's businesses in material compliance with all applicable
federal, state and local laws, statutes, ordinances, rules,
regulations, orders, determinations and court decisions,
including without limitation, those pertaining to health or
environmental matters.

     (i)  Inventory.  The security interest in the inventory
granted hereunder shall continue through all stages of
manufacture and shall, without further action, attach to the
accounts or other proceeds resulting from the sale, lease or
other disposition thereof and to all such inventory as may be
returned to Debtor by its account debtors.

     (j)  Accounts.  Each account pledged hereunder represents
the valid and legally binding indebtedness of a bona fide
account debtor arising from the sale or lease by Debtor of
goods or the rendition by Debtor of services and is not subject
to contra accounts, setoffs, defenses or counterclaims by or
available to account debtors obligated on the accounts except
as disclosed by Debtor to Secured Party from time to time in
writing.  The amount shown as to each account on Debtor's books
is the true and undisputed amount owing and unpaid thereon,
subject only to discounts, allowances, rebates, credits and
adjustments to which the account debtor has a right and which
have been disclosed to Secured Party in writing.

     (k)  Chattel Paper, Documents and Instruments.  The
chattel paper, documents and instruments of Debtor pledged
hereunder have only one original counterpart and no party other
than Debtor or Secured Party is in actual or constructive
possession of any such chattel paper, documents or instruments.

4.   Affirmative Covenants.  Debtor will comply with the
covenants contained in this Section at all times during the
period of time this Agreement is effective unless Secured Party
shall otherwise consent in writing.

     (a)  Ownership and Liens.  Debtor will maintain good and
marketable title to all Collateral free and clear of all liens,
security interests, encumbrances or adverse claims, except
those in favor of Secured Party and the security interests and
other encumbrances expressly permitted herein or by the other
Financing Documents.  Debtor will not permit any dispute, right
of setoff, counterclaim or defense to exist with respect to all
or any part of the Collateral.  Debtor will cause any financing
statement or other security instrument with respect to the
Collateral to be terminated, except those liens (i) expressly
permitted herein or by the other Financing Documents or (ii)
that may exist or as may have been filed in favor of Secured
Party.  Debtor will defend at its expense Secured Party's
right, title and security interest in and to the Collateral
against the claims of any third party.

     (b)  Further Assurances.  Debtor will from time to time at
its expense promptly execute and deliver all further
instruments and documents and take all further action necessary
or appropriate or that Secured Party may request in order (i)
to perfect and protect the security interest created or
purported to be created hereby and the first priority of such
security interest, (ii) to enable Secured Party to exercise and
enforce its rights and remedies hereunder in respect of the
Collateral, and (iii) to otherwise effect the purposes of this
Agreement, including without limitation: (A) executing and
filing such financing or continuation statements, or amendments
thereto; and (B) furnishing to Secured Party from time to time
statements and schedules further identifying and describing the
Collateral and such other reports in connection with the
Collateral, all in reasonable detail satisfactory to KBK.

     (c)  Inspection of Collateral.  Debtor will keep adequate
records concerning the Collateral and will permit Secured Party
and all representatives and agents appointed by Secured Party
to inspect any of the Collateral and the books and records of
or relating to the Collateral at any time during normal
business hours, to make and take away photocopies, photographs
and printouts thereof and to write down and record any such
information.

     (d)  Payment of Taxes.  Debtor (i) will timely pay all
property and other taxes, assessments and governmental charges
or levies imposed upon the Collateral or any part thereof, (ii)
will timely pay all lawful claims which, if unpaid, might
become a lien or charge upon the Collateral or any part
thereof, and (iii) will maintain appropriate accruals and
reserves for all such liabilities in a timely fashion in
accordance with generally accepted accounting principles. 
Debtor may, however, delay paying or discharging any such
taxes, assessments, charges, claims or liabilities so long as
the validity thereof is contested in good faith by proper
proceedings and it does not impair Secured Party's security
interest and provided Debtor has set aside on Debtor's books
adequate reserves therefor; provided, however, Debtor
understands and agrees that in the event of any such delay in
payment or discharge and upon Secured Party's written request,
Debtor will establish with Secured Party an escrow acceptable
to Secured Party adequate to cover the payment of such taxes,
assessments and governmental charges with interest, costs and
penalties and a reasonable additional sum to cover possible
costs, interest and penalties (which escrow shall be returned
to Debtor upon payment of such taxes, assessments, governmental
charges, interests, costs and penalties or disbursed in
accordance with the resolution of the contest to the claimant)
or furnish Secured Party with an indemnity bond secured by a
deposit in cash or other security acceptable to Secured Party. 
Notwithstanding any other provision contained in this
Subsection, Secured Party may at its discretion exercise its
rights under Subsection 6(c) at any time to pay such taxes,
assessments, governmental charges, interest, costs and
penalties.

     (e)  Mortgagee's and Landlord's Waivers.  Debtor shall
cause each mortgagee of real property owned by Debtor and each
landlord of real property leased by Debtor to execute and
deliver agreements satisfactory in form and substance to
Secured Party by which such mortgagee or landlord waives or
subordinates any rights it may have in the Collateral.

     (f)  Accounts and General Intangibles.  Debtor will duly
perform and cause to be performed all of its obligations with
respect to the goods or services, the sale or lease or
rendition of which gave rise or will give rise to each account
pledged hereunder and all of its obligations to be performed
under or with respect to the general intangibles pledged
hereunder.  Debtor also covenants and agrees to take any action
and/or execute any documents that Secured Party may request in
order to comply with the Federal Assignment of Claims Act, as
amended.

     (g)  Chattel Paper, Documents and Instruments.  Debtor
will take such action as may be requested by Secured Party in
order to cause any Collateral which constitute chattel paper,
documents or instruments to be valid and enforceable and will
cause all chattel paper to have only one original counterpart. 
Upon request by Secured Party, Debtor will deliver to Secured
Party all originals of chattel paper, documents or instruments
or will mark all originals of chattel paper with a legend
indicating that such chattel paper is subject to the security
interest granted hereunder.

     (h)  Condition of Goods.  Debtor will maintain, preserve,
protect and keep all Collateral which constitutes goods in good
condition, repair and working order and will cause such
Collateral to be used and operated in good and workmanlike
manner, in accordance with applicable laws and in a manner
which will not make void or cancelable any insurance with
respect to such Collateral.  Debtor will promptly make or cause
to be made all repairs, replacements and other improvements to
or in connection with the Collateral which Secured Party may
request from time to time.

     (i)  Insurance.  Debtor will, at its own expense, maintain
insurance with respect to all Collateral which constitutes
goods in such amounts, against such risks, in such form and
with such insurers, as shall be satisfactory to Secured Party
from time to time.  If requested by Secured Party, each policy
for property damage insurance shall provide for all losses to
be paid directly to Secured Party.  If requested by Secured
Party, each policy of insurance maintained by Debtor shall (i)
name Debtor and Secured Party as insured parties thereunder
(without any representation or warranty by or obligation upon
Secured Party) as their interests may appear, (ii) contain the
agreement by the insurer that any loss thereunder shall be
payable to Secured Party notwithstanding any action, inaction
or breach of representation or warranty by Debtor, (iii)
provide that there shall be no recourse against Secured Party
for payment of premiums or other amounts with respect thereto,
and (iv) provide that at least ten (10) days prior written
notice of cancellation or of lapse shall be given to Secured
Party by the insurer.  Debtor will, if requested by Secured
Party, deliver to Secured Party original or duplicate policies
of such insurance and, as often as Secured Party may reasonably
request, a report of a reputable insurance broker with respect
to such insurance.  Debtor will also, at the request of Secured
Party, duly execute and deliver instruments of assignment of
such insurance policies and cause the respective insurers to
acknowledge notice of such assignment. All insurance payments
in respect of loss of or damage to any Collateral shall be paid
to Secured Party and applied as Secured Party in its sole
discretion deems appropriate.

     j.   Care and Preservation of the Livestock.  Debtor will:

          i.   Feed, care for, attend to, inoculate, water and
perform or cause to be performed any other act or acts
appropriate or necessary to care for, maintain, preserve and
protect the Livestock.

          ii.  Perform or cause to be performed such other acts
as are related to the Livestock or to the products of the
Livestock, including, but not limited to, processing,
preserving, protecting and storing such products.

          iii. Not commit or suffer to be committed any damage
to or destruction of the Livestock.

          iv.  Permit Secured Party and any of its agents,
employees or representatives to enter upon the premises where
any of the Livestock are located at any reasonable time and
from time to time for the purpose of examining and inspecting
the Livestock.

5.   Negative Covenants.  Debtor will comply with the covenants
contained in this Section at all times during the period of
time this Agreement is effective, unless Secured Party shall
otherwise consent in writing.

     (a)  Transfer or Encumbrance.  Debtor will not (i) sell,
assign (by operation of law or otherwise), transfer, exchange,
lease or otherwise dispose of any of the Collateral, (ii) grant
a lien or security interest in or execute, file or record any
financing statement or other security instrument with respect
to the Collateral to any party other than Secured Party, except
as expressly permitted herein or in the other Financing
Documents, or (iii) deliver actual or constructive possession
of any of the Collateral to any party other than Secured Party,
except for (A) sales and leases of inventory in the ordinary
course of business, and (B) the sale or other disposal of any
item of equipment which is worn out or obsolete and which has
been replaced by an item of equal suitability and value, owned
by Debtor and made subject to the security interest under this
Agreement, but which is otherwise free and clear of any lien,
security interest, encumbrance or adverse claim; provided,
however, the exceptions permitted in clauses (A) and (B) above
shall automatically terminate upon the occurrence of an Event
of Default.

     (b)  Impairment of Security Interest.  Debtor will not
take or fail to take any action which would in any manner
impair the value or enforceability of Secured Party's security
interest in any Collateral.

     (c)  Possession of Collateral.  Debtor will not cause or
permit the removal of any Collateral from its possession,
control and risk of loss, nor will Debtor cause or permit the
removal of any Collateral from the address on the signature
page hereof and the addresses specified on Schedule "A" to this
Agreement other than (i) as permitted by Subsection 5(a), or
(ii) in connection with the possession of any Collateral by
Secured Party or by its bailee.

     (d)  Goods.  Debtor will not permit any Collateral which
constitutes goods to at any time (i) be covered by any document
except documents in the possession of the Secured Party, (ii)
become so related to, attached to or used in connection with
any particular real property so as to become a fixture upon
such real property, or (iii) be installed in or affixed to
other goods so as to become an accession to such other goods
unless such other goods are subject to a perfected first
priority security interest under this Agreement.

     (e)  Compromise of Collateral.  Debtor will not adjust,
settle, compromise, amend or modify any Collateral, except an
adjustment, settlement, compromise, amendment or modification
in good faith and in the ordinary course of business; provided,
however, this exception shall automatically terminate upon the
occurrence of an Event of Default or upon Secured Party's
written request.  Debtor shall provide to Secured Party such
information concerning (i) any adjustment, settlement,
compromise, amendment or modification of any Collateral, and
(ii) any claim asserted by any account debtor for credit,
allowance, adjustment, dispute, setoff or counterclaim, as
Secured Party may request from time to time.

     (f)  Financing Statement Filings.  Debtor recognizes that
financing statements pertaining to the Collateral have been or
may be filed where Debtor maintains any Collateral, has its
records concerning any Collateral or has its residence or chief
executive office, as the case may be.  Without limitation of
any other covenant herein, Debtor will not cause or permit any
change in the location of (i) any Collateral, (ii) any records
concerning any Collateral, or (iii) Debtor's residence or 
chief executive office, as the case may be, to a jurisdiction
other than as represented in Subsection 3(f) unless Debtor
shall have notified Secured Party in writing of such change at
least thirty (30) days prior to the effective date of such
change, and shall have first taken all action required by
Secured Party for the purpose of further perfecting or
protecting the security interest in favor of Secured Party in
the Collateral.  In any written notice furnished pursuant to
this Subsection, Debtor will expressly state that the notice is
required by this Agreement and contains facts that may require
additional filings of financing statements or other notices for
the purpose of continuing perfection of Secured Party's
security interest in the Collateral.

     (g)  Liquidations, Mergers.  Debtor shall not merge or
consolidate with or into any other entity or liquidate,
dissolve or otherwise cease conducting business.

6.   Rights of Secured Party.  Secured Party shall have the
rights contained in this Section at all times during the period
of time this Agreement is effective.

     (a)  Additional Financing Statements Filings.  Debtor
hereby authorizes Secured Party to file, without the signature
of Debtor, one or more financing or continuation statements,
and amendments thereto, relating to the Collateral.  Debtor
further agrees that a carbon, photographic or other
reproduction of this Security Agreement or any financing
statement describing any Collateral is sufficient as a
financing statement and may be filed in any jurisdiction
Secured Party may deem appropriate.

     (b)  Power of Attorney.  Debtor hereby irrevocably
appoints Secured Party as Debtor's attorney-in-fact, such power
of attorney being coupled with an interest, with full authority
in the place and stead of Debtor and in the name of Debtor or
otherwise, from time to time in Secured Party's discretion, to
take any action and to execute any instrument which Secured
Party may deem necessary or appropriate to accomplish the
purposes of this Agreement, including without limitation: (i)
to obtain and adjust any insurance required by Secured Party
hereunder; (ii) to demand, collect, sue for, recover, compound,
receive and give acquittance and receipts for moneys due and to
become due under or in respect of the Collateral; (iii) to
receive, endorse and collect any drafts or other instruments,
documents and chattel paper in connection with clause (i) or
(ii) above; and (iv) to file any claims or take any action or
institute any proceedings which Secured Party may deem
necessary or appropriate for the collection and/or preservation
of the Collateral or otherwise to enforce the rights of Secured
Party with respect to the Collateral.

     (c)  Performance by Secured Party.  If Debtor fails to
perform any agreement or obligation provided herein, Secured
Party may itself perform, or cause performance of, such
agreement or obligation, and the expenses of Secured Party
incurred in connection therewith shall be a part of the
Indebtedness, secured by the Collateral and payable by Debtor
on demand.

     (d)  Debtor's Receipt of Proceeds.  All amounts and
proceeds (including instruments and writings) received by
Debtor in respect of accounts, general intangibles or chattel
paper shall be received in trust for the benefit of Secured
Party hereunder and, upon request of Secured Party, shall be
segregated from other property of Debtor and shall be forthwith
delivered to Secured Party in the same form as so received
(with any necessary endorsement) and applied to the
Indebtedness in such manner as Secured Party deems appropriate
in its sole discretion.

     (e)  Notification of Account Debtors.  Secured Party may
at its discretion from time to time notify any or all obligors
under any accounts, general intangibles or chattel paper (i) of
Secured Party's security interest in such accounts or general
intangibles and direct such obligors to make payment of all
amounts due or to become due to Debtor thereunder directly to
Secured Party, and (ii) to verify the accounts, general
intangibles or chattel paper with such obligors.  Secured Party
shall have the right, at the expense of Debtor, to enforce
collection of any such accounts, general intangibles or chattel
paper and to adjust, settle or compromise the amount or payment
thereof, in the same manner and to the same extent as Debtor.

7.   Events of Default.  Each of the following constitutes an
"Event of Default" under this Agreement:

     (a)  Failure to Pay Indebtedness.  Debtor shall fail to
pay as and when due any Indebtedness.

     (b)  Non-Performance of Covenants.  Debtor shall breach
any covenant or agreement made herein, in the Purchase
Agreement, in any of the Financing Documents or in any other
agreement now or hereafter entered into between Debtor and KBK.

     (c)  False Representation.  Any warranty or representation
made herein, in the Purchase Agreement, or in any of the
Financing Documents shall be false or misleading in any
material respect when made.

     (d)  Default Under Other Financing Documents.  The
occurrence of an event of default under the Purchase Agreement,
any of the Financing Documents or any other agreement now or
hereafter entered into between Debtor and KBK.

     (e)  Untrue Financial Report.  Any report, certificate,
schedule, financial statement, profit and loss statement or
other statement furnished by Debtor, or by any other person on
behalf of Debtor, to KBK is not true and correct in any
material respect.

     (f)  Default to Third Party.  The occurrence of any event
which permits the acceleration of the maturity of any
indebtedness owing by Debtor to any third party under any
agreement or undertaking.

     (g)  Bankruptcy.  The filing of a voluntary or involuntary
case by or against Debtor under the United States Bankruptcy
Code or other present or future federal or state insolvency,
bankruptcy or similar laws, or the appointment of a receiver,
trustee, conservator or custodian for a substantial portion of
Debtor's assets.

     (h)  Insolvency.  Debtor shall become insolvent, make a
transfer in fraud of creditors or make an assignment for the
benefit of creditors.

     (i)  Involuntary Lien.  The filing or commencement of any
involuntary lien, garnishment, attachment or the like shall be
issued against or with respect to the Collateral.

     (j)  Material Adverse Change.  A material adverse change
shall have occurred in the financial condition, business
prospects or operations of Debtor or any of its subsidiaries.

     (k)  Tax Lien.  Debtor shall have a federal or state tax
lien filed against any of its properties.

     (l)  Execution on Collateral.  The Collateral or any
portion thereof is taken on execution or other process of law.

     (m)  Guarantor's Obligations.  If any of the obligations
of any guarantor under the Financing Documents is limited or
terminated by operation of law or by the guarantor, or any such
guarantor becomes the subject of an insolvency proceeding.

     (n)  Judgment.  The entry against Debtor of a final and
nonappealable judgment for the payment of money in excess of
$25,000 (not covered by insurance satisfactory to KBK in its
sole discretion).

     (o)  Termination of Purchase Agreement.  The expiration or
termination of the Purchase Agreement.

8.   Remedies and Related Rights.  If an Event of Default shall
have occurred, and without limiting any other rights and
remedies provided herein, under any of the other Financing
Documents or otherwise available to Secured Party, Secured
Party may exercise one or more of the rights and remedies
provided in this Section.

     (a)  Remedies.  Secured Party may from time to time at its
discretion, without limitation and without notice except as
expressly provided in any of the Financing Documents:

          (i)  exercise in respect of the Collateral all the
rights and remedies of a secured party under the Code (whether
or not the Code applies to the affected Collateral);

          (ii) require Debtor to, and Debtor hereby agrees that
it will at its expense and upon request of Secured Party,
assemble the Collateral as directed by Secured Party and  make
it available to Secured Party at a place to be designated by
Secured Party which is reasonably convenient to both parties;

          (iii)     enter upon the premises where the Livestock
is located and:  (a) feed, care for, attend to, inoculate,
water and perform any other act or acts necessary or
appropriate to care for, maintain, preserve and protect the
Livestock (using any water located in, on or adjacent to the
premises); (b) perform such other acts as are related to the
products of the Livestock (including but not limited to,
processing, preserving and protecting such products); (c)
remove the Livestock and the products thereof from the premises
upon which the Livestock and the products thereof are located;
and (c) appraise, store, prepare for public or private sale,
exhibit, market and sell the Livestock and the products
thereof.  With respect to the above, Debtor hereby further
agrees that, if Debtor is the owner of record of the premises
upon which the Livestock and the products thereof are located,
Secured Party shall not be responsible or liable for returning
the premises to their condition immediately preceding the use
of the premises as provided herein or for doing such acts as
may be necessary to permit future livestock to be maintained on
the premises.

          (iv) reduce its claim to judgment or foreclose or
otherwise enforce, in whole or in part, the security interest
granted hereunder by any available judicial procedure;

          (v)  sell or otherwise dispose of, at its office, on
the premises of Debtor or elsewhere, the Collateral, as a unit
or in parcels, by public or private proceedings, and by way of
one or more contracts (it being agreed that the sale or other
disposition of any part of the Collateral shall not exhaust
Secured Party's power of sale, but sales or other dispositions
may be made from time to time until all of the Collateral has
been sold or disposed of or until the Indebtedness has been
paid and performed in full), and at any such sale or other
disposition it shall not be necessary to exhibit any of the
Collateral;

          (vi) buy the Collateral, or any portion thereof, at
any public sale;

          (vii)     buy the Collateral, or any portion thereof,
at any private sale if the Collateral is of a type customarily
sold in a recognized market or is of a type which is the
subject of widely distributed standard price quotations;

          (viii)    apply for the appointment of a receiver for
the Collateral, and Debtor hereby consents to any such
appointment; and

          (ix) at its option, retain the Collateral in
satisfaction of the Indebtedness whenever the circumstances are
such that Secured Party is entitled to do so under the Code or
otherwise.

     Debtor agrees that in the event Debtor is entitled to
receive any notice under the Uniform Commercial Code, as it
exists in the state governing any such notice, of the sale or
other disposition of any Collateral, reasonable notice shall be
deemed given when such notice is deposited in a depository
receptacle under the care and custody of the United States
Postal Service, postage prepaid, at Debtor's address set forth
on the signature page hereof, five (5) days prior to the date
of any public sale, or after which a private sale, of any of
such Collateral is to be held.  Secured Party shall not be
obligated to make any sale of Collateral regardless of notice
of sale having been given.  Secured Party may adjourn any
public or private sale from time to time by announcement at the
time and place fixed therefor, and such sale may, without
further notice, be made at the time and place to which it was
so adjourned.

     (b)  Application of Proceeds.  If any Event of Default
shall have occurred, Secured Party may at its discretion and
without notice to Debtor (any requirement of notice being
expressly waived) apply or use any cash held by Secured Party
as Collateral, and any cash proceeds received by Secured Party
in respect of any sale or other disposition of, collection
from, or other realization upon, all or any part of the
Collateral as follows in such order and manner as Secured Party
may elect:

          (i)  to the repayment or reimbursement of the
reasonable costs and expenses (including, without limitation,
reasonable attorneys' fees and expenses) incurred by Secured
Party in connection with (A) the administration of the
Financing Documents, (B) the custody, preservation, use or
operation of, or the sale of, collection from, or other
realization upon, the Collateral, and (C) the exercise or
enforcement of any of the rights and remedies of Secured Party
hereunder;

          (ii) to the payment or other satisfaction of any
liens and other encumbrances upon the Collateral;

          (iii)     to the satisfaction of the Indebtedness
(without constituting a retention of collateral in satisfaction
of an obligation within the meaning of Section 9.505 of the
Code);

          (iv) by holding such cash and proceeds as Collateral;

          (v)  to the payment of any other amounts required by
applicable law (including without limitation, Section
9.504(a)(3) of the Code or any other applicable statutory
provision); and

          (vi) by delivery to Debtor or any other party
lawfully entitled to receive such cash or proceeds whether by
direction of a court of competent jurisdiction or otherwise.

     (c)  Deficiency.  In the event that the proceeds of any
sale of, collection from, or other realization upon, all or any
part of the Collateral by Secured Party are insufficient to pay
all amounts to which Secured Party is legally entitled, Debtor
and any party who guaranteed or is otherwise obligated to pay
all or any portion of the Indebtedness shall be liable for the
deficiency, together with interest thereon as provided in the
Financing Documents.

     (d)  Non-Judicial Remedies.  In granting to Secured Party
the power to enforce its rights hereunder without prior
judicial process or judicial hearing, Debtor expressly waives,
renounces and knowingly relinquishes any legal right which
might otherwise require Secured Party to enforce its rights by
judicial process.  Debtor recognizes and concedes that
non-judicial remedies are consistent with the usage of trade,
are responsive to commercial necessity and are the result of a
bargain at arm's length.  Nothing herein is intended to prevent
Secured Party or Debtor from resorting to judicial process at
either party's option.

     (e)  Other Recourse.  Debtor waives any right to require
Secured Party to proceed against any third party, exhaust any
Collateral or other security for the Indebtedness, or to have
any third party joined with Debtor in any suit arising out of
the Indebtedness or any of the Financing Documents, or pursue
any other remedy available to Secured Party.  Debtor further
waives any and all notice of acceptance of this Agreement and
of the creation, modification, rearrangement, renewal or
extension of the Indebtedness.  Debtor further waives any
defense arising by reason of any disability or other defense of
any third party or by reason of the cessation from any cause
whatsoever of the liability of any third party.  Until all of
the Indebtedness shall have been paid in full, Debtor shall
have no right of subrogation and Debtor waives the right to
enforce any remedy which Secured Party has or may hereafter
have against any third party, and waives any benefit of and any
right to participate in any other security whatsoever now or
hereafter held by Secured Party.  Debtor authorizes Secured
Party, and without notice or demand and without any reservation
of rights against Debtor and without affecting Debtor's
liability hereunder or on the Indebtedness to (i) take or hold
any other property of any type from any third party as security
for the Indebtedness, and exchange, enforce, waive and release
any or all of such other property, (ii) apply such other
property and direct the order or manner of sale thereof as
Secured Party may in its discretion determine, (iii) renew,
extend, accelerate, modify, compromise, settle or release any
of the Indebtedness or other security for the Indebtedness,
(iv) waive, enforce or modify any of the provisions of any of
the Financing Documents executed by any third party, and (v)
release or substitute any third party.

9.   Indemnity.  Debtor hereby indemnifies and agrees to hold
harmless Secured Party, and its officers, directors,
shareholders, employees, attorneys, representatives, agents and
affiliates (each an "Indemnified Person") from and against any
and all liabilities, obligations, claims, demands, losses,
damages, penalties, actions, judgments, suits, costs, expenses
or disbursements of any kind or nature (collectively, the
"Claims") which may be imposed on, incurred by, or asserted
against, any Indemnified Person arising in connection with the
Financing Documents, the Indebtedness or the Collateral
(including without limitation, the enforcement of the Financing
Documents and the defense of any Indemnified Person's actions
and/or inactions in connection with the Financing Documents). 
WITHOUT LIMITATION, THE FOREGOING INDEMNITIES SHALL APPLY TO
EACH INDEMNIFIED PERSON WITH RESPECT TO ANY CLAIMS WHICH IN
WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE
OF SUCH AND/OR ANY OTHER INDEMNIFIED PERSON, except to the
limited extent the Claims against an Indemnified Person are
proximately caused by such Indemnified Person's gross
negligence or willful misconduct.  If Debtor or any third party
ever alleges such gross negligence or willful misconduct by any
Indemnified Person, the indemnification provided for in this
Section shall nonetheless be paid upon demand, subject to later
adjustment or reimbursement, until such time as a court of
competent jurisdiction enters a final judgment as to the extent
and effect of the alleged gross negligence or willful
misconduct.  The indemnification provided for in this Section
shall survive the termination of this Agreement and shall
extend and continue to benefit each individual or entity who is
or has at any time been an Indemnified Person hereunder.

10.  Miscellaneous.

     (a)  Assignment of Debtor's Rights With Respect to
Livestock.  If the Livestock or any portion or portions thereof
become infected by disease or are destroyed by order of any
local, state or federal authority, and, by reason thereof,
Debtor is entitled to be indemnified by such authority, Debtor
hereby assigns to Secured Party any and all such sums due from
such authority, and Secured Party is hereby authorized to
receive, collect and sue for the same, and Debtor hereby orders
and directs that any such sums be paid directly to Secured
Party.  To the extent  necessary to realize the benefits of the
foregoing, Debtor hereby grants a security interest to Secured
Party in such rights to receive such sums and the sums
themselves.

     (b)  Entire Agreement.  This Agreement contains the entire
agreement of Secured Party and Debtor with respect to the
Collateral.  If the parties hereto are parties to any prior
agreement, either written or oral, relating to the Collateral,
the terms of this Agreement shall amend and supersede the terms
of such  prior  agreements as to transactions on or after the
effective date of this Agreement, but all security agreements,
financing statements, guaranties, other contracts and notices
for the benefit of Secured Party shall continue in full force
and effect to secure the Indebtedness unless Secured Party
specifically releases its rights thereunder by separate
release.

     (c)  Amendment.  No modification, consent or amendment of
any provision of this Agreement or any of the other Financing
Documents shall be valid or effective unless the same is in
writing and signed by the party against whom it is sought to be
enforced.

     (d)  Actions by Secured Party.  The lien, security
interest and other security rights of Secured Party hereunder
shall not be impaired by (i) any renewal, extension, increase
or modification with respect to the Indebtedness, (ii) any
surrender, compromise, release, renewal, extension, exchange or
substitution which Secured Party may grant with respect to the
Collateral, or (iii) any release or indulgence granted to any
endorser, guarantor or surety of the Indebtedness.  The taking
of additional security by Secured Party shall not release or
impair the lien, security interest or other security rights of
Secured Party hereunder or affect the obligations of Debtor
hereunder.

     (e)  Waiver by Secured Party.  Secured Party may waive any
Event of Default without waiving any other prior or subsequent
Event of Default.  Secured Party may remedy any default without
waiving the Event of Default remedied.  Neither the failure by
Secured Party to exercise, nor the delay by Secured Party in
exercising, any right or remedy upon any Event of Default shall
be construed as a waiver of such Event of Default or as a
waiver of the right to exercise any such right or remedy at a
later date.  No single or partial exercise by Secured Party of
any right or remedy hereunder shall exhaust the same or shall
preclude any other or further exercise thereof, and every such
right or remedy hereunder may be exercised at any time.  No
waiver of any provision hereof or consent to any departure by
Debtor therefrom shall be effective unless the same shall be in
writing and signed by Secured Party and then such waiver or
consent shall be effective only in the specific instances, for
the purpose for which given and to the extent therein
specified.  No notice to or demand on Debtor in any case shall
of itself entitle Debtor to any other or further notice or
demand in similar or other circumstances. 

     (f)  Costs and Expenses.  Debtor will upon demand pay to
Secured Party the amount of any and all costs and expenses
(including without limitation, attorneys' fees and expenses),
which Secured Party may incur in connection with (i) the
transactions which give rise to the Financing Documents, (ii)
the preparation of this Agreement and the perfection and
preservation of the security interests granted under the
Financing Documents, (iii) the administration of the Financing
Documents, (iv) the custody, preservation, use or operation of,
or the sale of, collection from, or other realization upon, the
Collateral, (v) the exercise or enforcement of any of the
rights of Secured Party under the Financing Documents, or (vi)
the failure by Debtor to perform or observe any of the
provisions hereof.

     (g)  Governing Law; Venue; Submission to Jurisdiction. 
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF TEXAS WITHOUT GIVING EFFECT TO
THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF, EXCEPT TO THE
EXTENT PERFECTION AND THE EFFECT OF PERFECTION OR
NON-PERFECTION OF THE SECURITY INTEREST GRANTED HEREUNDER, IN
RESPECT OF ANY PARTICULAR COLLATERAL, ARE GOVERNED BY THE LAWS
OF A JURISDICTION OTHER THAN THE STATE OF TEXAS.  THIS
AGREEMENT IS PERFORMABLE BY THE PARTIES IN TARRANT COUNTY,
TEXAS.  DEBTOR AND SECURED PARTY (BY ITS ACCEPTANCE HEREOF)
EACH AGREE THAT TARRANT COUNTY, TEXAS SHALL BE THE EXCLUSIVE
VENUE FOR LITIGATION OF ANY DISPUTE OR CLAIM ARISING UNDER OR
RELATING TO THIS AGREEMENT, AND THAT SUCH COUNTY IS A
CONVENIENT FORUM IN WHICH TO DECIDE ANY SUCH DISPUTE OR CLAIM. 
DEBTOR AND SECURED PARTY (BY ITS ACCEPTANCE HEREOF) EACH
CONSENT TO THE PERSONAL JURISDICTION OF THE STATE AND FEDERAL
COURTS LOCATED IN TARRANT COUNTY, TEXAS FOR THE LITIGATION OF
ANY SUCH DISPUTE OR CLAIM.  DEBTOR IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW
OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH
PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH
PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.
     
     (h)  Waiver of Jury Trial.  DEBTOR AND SECURED PARTY (BY
ITS ACCEPTANCE HEREOF) EACH HEREBY IRREVOCABLY WAIVES, TO THE
MAXIMUM EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR
INDIRECTLY AT ANY TIME ARISING OUT OF, UNDER OR IN CONNECTION
WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR
ASSOCIATED HEREWITH.

     (i)  Severability.  If any provision of this Agreement is
held by a court of competent jurisdiction to be illegal,
invalid or unenforceable under present or future laws, such
provision shall be fully severable, shall not impair or
invalidate the remainder of this Agreement and the effect
thereof shall be confined to the provision held to be illegal,
invalid or unenforceable.

     (j)  No Obligation.  Nothing contained herein shall be
construed as an obligation on the part of Secured Party to
extend or continue to extend credit to Debtor.

     (k)  Notices.  All notices, requests, demands or other
communications required or permitted to be given pursuant to
this Agreement shall be in writing and given by (i) personal
delivery, (ii) expedited delivery service with proof of
delivery, (iii) United States mail, postage prepaid, registered
or certified mail, return receipt requested, or (iv) telecopy
(with receipt thereof confirmed by telecopier) sent to the
intended addressee at the address set forth on the signature
page hereof or to such different address as the addressee shall
have designated by written notice sent pursuant to the terms
hereof and shall be deemed to have been received either, in the
case of personal delivery, at the time of personal delivery, in
the case of expedited delivery service, as of the date of first
attempted delivery at the address and in the manner provided
herein, in the case of mail, upon deposit in a depository
receptacle under the care and custody of the United States
Postal Service, or in the case of telecopy, upon receipt. 
Either party shall have the right to change its address for
notice hereunder to any other location within the continental
United States by notice to the other party of such new address
at least thirty (30) days prior to the effective date of such
new address.

     (l)  Binding Effect and Assignment.  This Agreement (i)
creates a continuing security interest in the Collateral, (ii)
shall be binding on Debtor and the heirs, executors,
administrators, personal representatives, successors and
assigns of Debtor, and (iii) shall inure to the benefit of
Secured Party and its successors and assigns.  Without limiting
the generality of the foregoing, Secured Party may pledge,
assign or otherwise transfer the Indebtedness and its rights
under this Agreement and any of the other Financing Documents
to any other party.  Debtor's rights and obligations hereunder
may not be assigned or otherwise transferred without the prior
written consent of Secured Party.
     (m)  Termination.  It is contemplated by the parties
hereto that from time to time there may be no outstanding
Indebtedness, but notwithstanding such occurrences, this
Agreement shall remain valid and shall be in full force and
effect as to subsequent outstanding Indebtedness.  Upon (i) the
satisfaction in full of the Indebtedness, (ii) the termination
or expiration of any commitment of Secured Party to extend
credit to Debtor, (iii) written request for the termination
hereof delivered by Debtor to Secured Party, and (iv) written
release or termination delivered by Secured Party to Debtor,
this Agreement and the security interests created hereby shall
terminate.  Upon termination of this Agreement and Debtor's
written request, Secured Party will, at Debtor's sole cost and
expense, return to Debtor such of the Collateral as shall not
have been sold or otherwise disposed of or applied pursuant to
the terms hereof and execute and deliver to Debtor such
documents as Debtor shall reasonably request to evidence such
termination.

     (n)  Cumulative Rights.  All rights and remedies of
Secured Party hereunder are cumulative of each other and of
every other right or remedy which Secured Party may otherwise
have at law or in equity or under any of the other Financing
Documents, and the exercise of one or more of such rights or
remedies shall not prejudice or impair the concurrent or
subsequent exercise of any other rights or remedies.

     (o)  Gender and Number.  Within this Agreement, words of
any gender shall be held and construed to include the other
gender, and words in the singular number shall be held and
construed to include the plural and words in the plural number
shall be held and construed to include the singular, unless in
each instance the context requires otherwise.

     (p)  Descriptive Headings.  The headings in this Agreement
are for convenience only and shall in no way enlarge, limit or
define the scope or meaning of the various and several
provisions hereof.

EXECUTED as of the date first written above.

DEBTOR:

RED OAK FARMS, INC.

By:________________________        
Print Name:              
Title:

Debtor's Address:                       Secured Party's Address:

2010 Commerce Drive                     KBK Financial, Inc.
Box 495                                 301 Commerce Street
Red Oak, Iowa 51566                     2200 City Center II
                                        Fort Worth, Texas  76102
                                        ATTN:  Legal Department
Telecopy No. (712) 623-4533             Telecopy No. (817) 258-6114


                          SCHEDULE "A"
                               TO
                       SECURITY AGREEMENT
                      DATED APRIL 20, 1998
                 EXECUTED BY RED OAK FARMS, INC.
                       FOR THE BENEFIT OF
                       KBK FINANCIAL, INC.




The addresses of any other locations of Collateral referenced
in Subsection 3(f) are as follows:

1.     Freezer Services-Fremont
       950 S. Schneider Street
       P.O. Box 350
       Fremont, NE  68026

2.     Nebraska Beef, Inc.
       4501 S. 36th Street
       Omaha, NE  68107

3.     Quality Refrigerated Services
       6029 N. 16th Street
       Omaha, NE  68110

4.     Millard Refrigerated Services
       2523 Gomez Avenue
       Omaha, NE  68107

<PAGE>

                       SPECIFIC GUARANTY


THIS SPECIFIC GUARANTY (this "Guaranty") dated the 20th day of
April, 1998, is executed by the undersigned, JOHN DERNER, an
individual, whose address for notice hereunder is 2353 213rd
Avenue, Milford, Iowa 51351 ("Guarantor") in favor of KBK
FINANCIAL, INC., a Delaware corporation, authorized to do
business in Texas, whose address for notice hereunder is 2200
City Center II, 301 Commerce Street, Fort Worth, Texas  76102
("KBK").

1.     Obligations.  As an inducement to KBK to extend or
       continue to extend credit and other financial
       accommodations to RED OAK FARMS, INC., an Iowa corporation
       ("Borrower"), Guarantor, for value received, does hereby
       unconditionally and absolutely guarantee the prompt and
       full payment and performance of the Guaranteed
       Indebtedness when due or declared to be due and at all
       times thereafter.  The term "Guaranteed Indebtedness"
       shall mean (i) all amounts owing by Borrower under that
       certain promissory note of even date herewith payable by
       Borrower to the order of KBK in the stated principal
       amount of $1,500,000 (the "Note"), (ii)  all obligations
       of Borrower to KBK under any documents evidencing,
       securing, governing and/or pertaining to the Note
       (collectively, the "Financing Documents"), (iii) all costs
       and expenses incurred by KBK in connection with the
       collection of all or any part of the indebtedness and
       obligations owing by Borrower under the Note and/or any of
       the other Financing Documents, or the protection of, or
       realization upon, the collateral securing all or any part
       of such indebtedness and obligations, and (iv) all
       renewals, extensions, modifications and rearrangements of
       the indebtedness and obligations owing by Borrower under
       the Note and/or the other Financing Documents.  This is an
       absolute, continuing and unconditional guarantee of
       payment and not of collection and if at any time or from
       time to time there is no outstanding Guaranteed
       Indebtedness, the obligations of Guarantor with respect to
       any and all Guaranteed Indebtedness incurred thereafter
       shall not be affected.  This Guaranty and the Guarantor's
       obligations hereunder are irrevocable and, in the event of
       Guarantor's death, shall be binding upon Guarantor's
       estate pursuant to paragraph 8 herein.  All of the
       Guaranteed Indebtedness shall be conclusively presumed to
       have been made or acquired in acceptance hereof. 
       Guarantor shall be liable, jointly and severally, with
       Borrower and any other guarantor of all or any part of the
       Guaranteed Indebtedness.

2.     Representations and Warranties.  Guarantor hereby
represents and warrants the following to KBK:

       (a)  This Guaranty may reasonably be expected to benefit,
            directly or indirectly, Guarantor, and (i) if
            Guarantor is a corporation, the Board of Directors
            of Guarantor has determined that this Guaranty may
            reasonably be expected to benefit, directly or
            indirectly, Guarantor, or (ii) if Guarantor is a
            partnership, the requisite number of its partners
            have determined that this Guaranty may reasonably be
            expected to benefit, directly or indirectly,
            Guarantor; and

       (b)  Guarantor has adequate means to obtain from Borrower
            on a continuing basis information concerning the
            financial condition of Borrower and Guarantor is not
            relying on KBK to provide such information to
            Guarantor either now or in the future; and

       (c)  Guarantor has the power and authority to execute,
            deliver and perform this Guaranty and any other
            agreements executed by Guarantor contemporaneously
            herewith, and the execution, delivery and
            performance of this Guaranty and any other
            agreements executed by Guarantor contemporaneously
            herewith do not and will not violate (i) any
            agreement or instrument to which Guarantor is a
            party, (ii) any law, rule, regulation or order of
            any governmental authority to which Guarantor is
            subject, or (iii) its articles or certificate of
            incorporation or bylaws, if Guarantor is a
            corporation, or its partnership agreement, if
            Guarantor is a partnership; and

       (d)  Neither KBK nor any other party has made any
            representation, warranty or statement to Guarantor
            in order to induce Guarantor to execute this
            Guaranty; and

       (e)  The financial statements and other financial
            information regarding Guarantor heretofore and
            hereafter delivered to KBK are and shall be true and
            correct in all material respects and fairly present
            the financial position of Guarantor as of the dates
            thereof, and no material adverse change has occurred
            in the financial condition of Guarantor reflected in
            the financial statements and other financial
            information regarding Guarantor heretofore delivered
            to KBK since the date of the last statement thereof;
            and

       (f)  As of the date hereof, and after giving effect to
            this Guaranty and the obligations evidenced hereby,
        (i) Guarantor is and will be solvent, (ii) the fair
            saleable value of Guarantor's assets exceeds and
            will continue to exceed its liabilities (both fixed
            and contingent), (iii) Guarantor is and will
            continue to be able to pay its debts as they mature,
            and (iv) if Guarantor is not an individual,
            Guarantor has and will continue to have sufficient
            capital to carry on its business and all businesses
            in which it is about to engage; and
            
       (g)  Guarantor acknowledges that, in consideration for
            its execution, delivery and performance of this
            Guaranty, Guarantor has received "reasonably
            equivalent in value" within the meaning of the
            Uniform Fraudulent Transfer Act set forth in Chapter
            24 of the Texas Business and Commerce Code, and
            Section 548 of the United States Bankruptcy Code, as
            amended; and
            
       (h)  Except as may be set out on any exhibit attached
            hereto, (i) there are no legal proceedings, material
            claims or demands pending or, to the knowledge of
            Guarantor, threatened against Guarantor or any of
            Guarantor's assets, (ii) Guarantor is not in
            material breach or material default of any legal
            requirement; and (iii) no event has occurred which,
            with a lapse of time or action by a third party,
            could result in Guarantor's material breach or
            material default under any legal requirement.

3.     Covenants.  Guarantor hereby covenants and agrees with KBK
as follows:

       (a)  Guarantor shall not, so long as its obligations
            under this Guaranty continue, transfer or pledge any
            material portion of its assets for less than full
            and adequate consideration; and

       (b)  Guarantor shall promptly furnish to KBK at any time
            and from time to time such financial statements and
            other financial information of Guarantor as the KBK
            may require, in form and substance satisfactory to
            KBK (including, without limitation, annual financial
            statements within 45 days after the end of each
            calendar year); and

       (c)  Guarantor shall promptly inform KBK of (i)_any
            litigation or governmental investigation against
            Guarantor or affecting any security for all or any
            part of the Guaranteed Indebtedness or this Guaranty
            which, if determined adversely, might have a
            material adverse effect upon the financial condition
            of Guarantor or upon such security or might cause a
            default under any of the Loan Documents, (ii)_any
            claim or controversy which might become the subject
            of such litigation or governmental investigation,
            and (iii)_any material adverse change in the
            financial condition of Guarantor; and

       (d)  Guarantor hereby subordinates all indebtedness now
            or hereafter owing by Borrower to Guarantor to the
            Guaranteed Indebtedness.

4.     Consent and Waiver.

       (a)  Guarantor waives (i) promptness, diligence and
            notice of acceptance of this Guaranty and notice of
            the incurring of any obligation, indebtedness or
            liability to which this Guaranty applies or may
            apply and waives presentment for payment, notice of
            nonpayment, protest, demand, notice of protest,
            notice of intent to accelerate, notice of
            acceleration, notice of dishonor, diligence in
            enforcement and indulgences of every kind, and (ii)
            the taking of any other action by KBK, including
            without limitation giving any notice of default or
            any other notice to, or making any demand on,
            Borrower, any other guarantor of all or any part of
            the Guaranteed Indebtedness or any other party.

       (b)  Guarantor waives any rights Guarantor has under, or
            any requirements imposed by, Chapter 34 of the Texas
            Business and Commerce Code, as in effect on the date
            of this Guaranty or as it may be amended from time
            to time and waives all other notices to which
            Guarantor may be entitled.

       (c)  KBK may at any time, without the consent of or
            notice to Guarantor, without incurring
            responsibility to Guarantor and without impairing,
            releasing, reducing or affecting the obligations of
            Guarantor hereunder: (i) change the manner, place or
            terms of payment of all or any part of the
            Guaranteed Indebtedness, or renew, extend, modify,
            rearrange or alter all or any part of the Guaranteed
            Indebtedness; (ii) change the interest rate accruing
            on any of the Guaranteed Indebtedness (including,
            without limitation, any periodic change in such
            interest rate that occurs because such Guaranteed
            Indebtedness accrues interest at a variable rate
            which may fluctuate from time to time); (iii) sell,
            exchange, release, surrender, subordinate, realize
            upon or otherwise deal with in any manner and in any
            order any collateral for all or any part of the
            Guaranteed Indebtedness or this Guaranty or setoff
            against all or any part of the Guaranteed
            Indebtedness; (iv) neglect, delay, omit, fail or
            refuse to take or prosecute any action for the
            collection of all or any part of the Guaranteed
            Indebtedness or this Guaranty or to take or
            prosecute any action in connection with any of the
            Loan Documents; (v) exercise or refrain from
            exercising any rights against Borrower or others, or
            otherwise act or refrain from acting; (vi) settle or
            compromise all or any part of the Guaranteed
            Indebtedness and subordinate the payment of all or
            any part of the Guaranteed Indebtedness to the
            payment of any obligations, indebtedness or
            liabilities which may be due or become due to KBK or
            others; (vii) apply any payment, collections through
            process of law or otherwise or other collateral of
            Borrower to the satisfaction and liquidation of the
            indebtedness or obligations of Borrower to KBK not
            guaranteed under this Guaranty; and (viii) apply any
            sums paid to KBK by Guarantor, Borrower or others to
            the Guaranteed Indebtedness in such order and manner
            as KBK, in its sole discretion, may determine.

       (d)  Should KBK seek to enforce the obligations of
            Guarantor hereunder by action in any court or
            otherwise, Guarantor waives any requirement,
            substantive or procedural, that (i) KBK first
            enforce any rights or remedies against Borrower or
            any other person or entity liable to KBK for all or
            any part of the Guaranteed Indebtedness, including
            without limitation that a judgment first be rendered
            against Borrower or any other person or entity, or
            that Borrower or any other person or entity should
            be joined in such cause, or (ii) KBK first enforce
            rights against any collateral which shall ever have
            been given to secure all or any part of the
            Guaranteed Indebtedness or this Guaranty.  Such
            waiver shall be without prejudice to KBK's right, at
            its option, to proceed against Borrower or any other
            person or entity, whether by separate action or by
            joinder.  

       (e)  In addition to any other waivers, agreements and
            covenants of Guarantor set forth herein, Guarantor
            hereby further waives and releases all claims,
            causes of action, defenses and offsets for any act
            or omission of KBK, its directors, officers,
            employees, representatives or agents in connection
            with KBK's administration of the Guaranteed
            Indebtedness, except for KBK's willful misconduct
            and gross negligence.

5.     Obligations Not Impaired.

       (a)  Guarantor agrees that its obligations hereunder
            shall not be released, diminished, impaired, reduced
            or affected by the occurrence of any one or more of
            the following events: (i) the death, disability or
            lack of corporate power of Borrower, Guarantor
            (except as provided in paragraph 8 herein) or any
            other guarantor of all or any part of the Guaranteed
            Indebtedness, (ii) any receivership, insolvency,
            bankruptcy or other proceedings affecting Borrower,
            Guarantor or any other guarantor of all or any part
            of the Guaranteed Indebtedness, or any of their
            respective property; (iii) the partial or total
            release or discharge of Borrower or any other
            guarantor of all or any part of the Guaranteed
            Indebtedness, or any other person or entity from the
            performance of any obligation contained in any
            instrument or agreement evidencing, governing or
            securing all or any part of the Guaranteed
            Indebtedness, whether occurring by reason of law or
            otherwise; (iv) the taking or accepting of any
            collateral for all or any part of the Guaranteed
            Indebtedness or this Guaranty; (v) the taking or
            accepting of any other guaranty for all or any part
            of the Guaranteed Indebtedness; (vi) any failure by
            KBK to acquire, perfect or continue any lien or
            security interest on collateral securing all or any
            part of the Guaranteed Indebtedness or this
            Guaranty; (vii) the impairment of any collateral
            securing all or any part of the Guaranteed
            Indebtedness or this Guaranty; (viii) any failure by
            KBK to sell any collateral securing all or any part
            of the Guaranteed Indebtedness or this Guaranty in a
            commercially reasonable manner or as otherwise
            required by law; (ix) any invalidity or
            unenforceability of or defect or deficiency in any
            of the Loan Documents; or (x) any other circumstance
            which might otherwise constitute a defense available
            to, or discharge of, Borrower or any other guarantor
            of all or any part of the Guaranteed Indebtedness.

       (b)  This Guaranty shall continue to be effective or be
            reinstated, as the case may be, if at any time any
            payment of all or any part of the Guaranteed
            Indebtedness is rescinded or must otherwise be
            returned by KBK upon the insolvency, bankruptcy or
            reorganization of Borrower, Guarantor, any other
            guarantor of all or any part of the Guaranteed
            Indebtedness, or otherwise, all as though such
            payment had not been made.

       (c)  Guarantor agrees that its obligations hereunder
            shall not be released, diminished, impaired, reduced
            or affected by the existence of any other guaranty
            or the payment by any other guarantor of all or any
            part of the Guaranteed Indebtedness.

       (d)  Guarantor's obligations hereunder shall not be
            released, diminished, impaired, reduced or affected
            by, nor shall any provision contained herein be
            deemed to be a limitation upon, the amount of credit
            which KBK may extend to Borrower, the number of
            transactions between KBK and Borrower, payments by
            Borrower to KBK or KBK's allocation of payments by
            Borrower.

       (e)  In the event Borrower is a corporation or
            partnership, none of the following shall affect
            Guarantor's liability hereunder: (i) the
            unenforceability of all or any part of the
            Guaranteed Indebtedness against Borrower by reason
            of the fact that the Guaranteed Indebtedness exceeds
            the amount permitted by law; (ii) the act of
            creating all or any part of the Guaranteed
            Indebtedness is ultra vires; or (iii) the officers
            or partners creating all or any part of the
            Guaranteed Indebtedness acted in excess of their
            authority.  Guarantor hereby acknowledges that
            withdrawal from, or termination of, any ownership
            interest in Borrower now or hereafter owned or held
            by Guarantor shall not alter, affect or in any way
            limit the obligations of Guarantor hereunder.

6.     Actions against Guarantor.  In the event of a default in
       the payment or performance of all or any part of the
       Guaranteed Indebtedness when such Guaranteed Indebtedness
       becomes due, whether by its terms, by acceleration or
       otherwise, Guarantor shall pay the amount due thereon to
       KBK, in lawful money of the United States, at KBK's
       address set forth above within 5 days after demand thereof
       by KBK.  One or more successive or concurrent actions may
       be brought against Guarantor, either in the same action in
       which Borrower is sued or in separate actions, as often as
       KBK deems advisable.  The exercise by KBK of any right or
       remedy under this Guaranty or under any other agreement or
       instrument, at law, in equity or otherwise, shall not
       preclude concurrent or subsequent exercise of any other
       right or remedy.  The books and records of KBK shall be
       admissible in evidence in any action or proceeding
       involving this Guaranty and shall be prima facie evidence
       of the payments made on, and the outstanding balance of,
       the Guaranteed Indebtedness.

7.     Payment by Guarantor.  Whenever Guarantor pays any sum
       which is or may become due under this Guaranty, written
       notice must be delivered to KBK contemporaneously with
       such payment.  In the absence of such notice to KBK by
       Guarantor in compliance with the provisions hereof, any
       sums received by KBK on account of the Guaranteed
       Indebtedness shall be conclusively deemed paid by
       Borrower.

8.     Death of Guarantor.  In the event of the death of
       Guarantor, the obligations of the deceased Guarantor under
       this Guaranty shall continue as an obligation against
       Guarantor's estate as to (a) all of the Guaranteed
       Indebtedness that is outstanding on the date of
       Guarantor's death, and any renewals or extensions thereof,
       and (b) all loans, advances and other extensions of credit
       made to or for the account of Borrower on or after the
       date of Guarantor's death pursuant to an obligation of KBK
       under a commitment or agreement described in paragraph 1
       above and made to or with Borrower prior to the date of
       Guarantor's death.  The terms and conditions of this
       Guaranty, including without limitation the consents and
       waivers set forth in paragraph 4 hereof, shall remain in
       effect with respect to the Guaranteed Indebtedness
       described in the preceding sentence in the same manner as
       if Guarantor had not died.

9.     Notice of Sale.  In the event that Guarantor is entitled
       to receive any notice under the Uniform Commercial Code,
       as it exists in the state governing any such notice, of
       the sale or other disposition of any collateral securing
       all or any part of the Guaranteed Indebtedness or this
       Guaranty, reasonable notice shall be deemed given when
       such notice is deposited in the United States mail,
       postage prepaid, at the address for Guarantor set forth on
       the first page of this Guaranty, five (5) days prior to
       the date any public sale, or after which any private sale,
       of any such collateral is to be held; provided, however,
       that notice given in any other reasonable manner or at any
       other reasonable time shall be sufficient.

10.    Waiver by KBK.  No delay on the part of KBK in exercising
       any right hereunder or failure to exercise the same shall
       operate as a waiver of such right.  In no event shall any
       waiver of the provisions of this Guaranty be effective
       unless the same be in writing and signed by an officer of
       KBK, and then only in the specific instance and for the
       purpose given.

11.    Successors and Assigns.  This Guaranty is for the benefit
       of KBK, its successors and assigns, and in the event of an
       assignment by KBK of the Guaranteed Indebtedness, or any
       part thereof, the rights and benefits hereunder shall be
       transferred with such indebtedness.  This Guaranty is
       binding upon Guarantor and Guarantor's heirs, executors,
       administrators, personal representatives and successors,
       including without limitation any person or entity
       obligated by operation of law upon the reorganization,
       merger, consolidation or other change in the
       organizational structure of Guarantor.

12.    Costs and Expenses.  Guarantor shall pay on demand by KBK
       all costs and expenses, including without limitation all
       reasonable attorneys' fees, incurred by KBK in connection
       with the enforcement and/or collection of this Guaranty. 
       This covenant shall survive the payment of the Guaranteed
       Indebtedness.

13.    Severability.  If any provision of this Guaranty is held
       by a court of competent jurisdiction to be illegal,
       invalid or unenforceable under present or future laws,
       such provision shall be fully severable, shall not impair
       or invalidate the remainder of this Guaranty and the
       effect thereof shall be confined to the provision held to
       be illegal, invalid or unenforceable.

14.    No Obligation.  Nothing contained herein shall be
       construed as an obligation on the part of KBK to extend or
       continue to extend credit to Borrower.

15.    Amendment.  No modification or amendment of any provision
       of this Guaranty, nor consent to any departure by
       Guarantor therefrom, shall be effective unless the same
       shall be in writing and signed by an officer of KBK, and
       then shall be effective only in the specific instance and
       for the purpose for which given.

16.    Cumulative Rights.  All rights and remedies of KBK
       hereunder are cumulative of each other and of every other
       right or remedy which KBK may otherwise have at law or in
       equity or under any instrument or agreement, and the
       exercise of one or more of such rights or remedies shall
       not prejudice or impair the concurrent or subsequent
       exercise of any other rights or remedies.

17.    Governing Law; Venue; Submission to Jurisdiction.  THIS
       GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
       WITH THE LAWS OF THE STATE OF TEXAS WITHOUT GIVING EFFECT
       TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.  THIS
       GUARANTY IS PERFORMABLE IN TARRANT COUNTY, TEXAS. 
       GUARANTOR AGREES THAT TARRANT COUNTY, TEXAS SHALL BE THE
       EXCLUSIVE VENUE FOR LITIGATION OF ANY DISPUTE OR CLAIM
       ARISING UNDER OR RELATING TO THIS GUARANTY, AND THAT SUCH
       COUNTY IS A CONVENEINT FORUM IN WHICH TO DECIDE ANY SUCH
       DISPUTE OR CLAIM.  GUARANTOR CONSENTS TO THE PERSONAL
       JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN
       TARRANT COUNTY, TEXAS FOR THE LITIGATION OF ANY SUCH
       DISPUTE OR CLAIM.  GUARANTOR IRREVOCABLY WAIVES, TO THE
       FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT
       MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF
       ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM
       THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN
       BROUGHT IN AN INCONVENIENT FORUM.

18.    Compliance with Applicable Usury Laws.  Notwithstanding
       any other provision of this Guaranty or of any instrument
       or agreement evidencing, governing or securing all or any
       part of the Guaranteed Indebtedness, Guarantor and KBK by
       its acceptance hereof agree that Guarantor shall never be
       required or obligated to pay interest in excess of the
       maximum nonusurious interest rate as may be authorized by
       applicable law for the written contracts which constitute
       the Guaranteed Indebtedness.  It is the intention of
       Guarantor and KBK to conform strictly to the applicable
       laws which limit interest rates, and any of the aforesaid
       contracts for interest, if and to the extent payable by
       Guarantor, shall be held to be subject to reduction to the
       maximum nonusurious interest rate allowed under said law.

19.    Descriptive Headings.  The headings in this Guaranty are
       for convenience only and shall not define or limit the
       provisions hereof.

20.    Gender.  Within this Guaranty, words of any gender shall
       be held and construed to include the other gender.

21.    Notices.  All notices hereunder shall be in writing and
       shall be personally delivered or sent by registered or
       certified mail, return receipt requested, to the address
       for KBK and Guarantor set forth on the first page of this
       Guaranty.  KBK and Guarantor may, by proper written notice
       hereunder, change the address to which notices may be sent
       thereafter to such party.
       
22.    Entire Agreement.  This Guaranty contains the entire
       agreement between Guarantor and KBK regarding the subject
       matter hereof and supersedes all prior written and oral
       agreements and understandings, if any, regarding same;
       provided, however, this Guaranty is in addition to and
       does not replace, cancel, modify or affect any other
       guaranty of Guarantor now or hereafter held by KBK that
       relates to Borrower or any other person or entity.

23.    WAIVER OF JURY TRIAL.  GUARANTOR HEREBY IRREVOCABLY
       WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY RIGHT
       GUARANTOR MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY
       LITIGATION DIRECTLY OR INDIRECTLY AT ANY TIME ARISING OUT
       OF, UNDER OR IN CONNECTION WITH THIS GUARANTY OR ANY
       TRANSACTION CONTEMPLATED HEREBY OR ASSOCIATED HEREWITH.
       
24.    NOTICE OF NO ORAL AGREEMENTS.  THIS GUARANTY REPRESENTS
       THE FINAL AGREEMENT BETWEEN THE PARTIES HERETO WITH
       RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREIN AND MAY
       NOT CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
       SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO
       UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

EXECUTED AND EFFECTIVE as of the date first set forth above.

                           GUARANTOR:
 
                           JOHN DERNER

STATE OF                     
                             
COUNTY OF               

       The foregoing instrument was acknowledged before me this
_________ day of April, 1998, by John Derner.

Witness my hand and official seal.

My Commission expires:                                        
            
                                              (Notary Public)

<PAGE>


                    SUBORDINATION AGREEMENT
                            (Debt)

     This Subordination Agreement ("Agreement") is made and
entered into as of the 20th day of April, 1998, by and between
KBK Financial, Inc., a Delaware corporation ("KBK") and Red Oak
Hereford Farms, Inc., a Nevada corporation ("Creditor"), with
respect to the following facts:

A.   KBK and Red Oak Farms, Inc., an Iowa corporation ("Client"),
     have entered into that certain Account Transfer and Purchase
     Agreement, dated to be effective as of April 20, 1998,
     ("Purchase Agreement"), pursuant to which Purchase Agreement
     the parties have provided for the terms and conditions under
     which KBK may, from time to time, purchase from Client
     certain accounts receivable of Client and related rights
     (hereinafter collectively referred to as the "Purchased
     Accounts"), and Client has made certain covenants,
     representatives, and warranties to KBK with respect to each
     Purchased Account.  KBK has or will provide certain
     financing to Client as evidenced by that certain Revolving
     Credit Promissory Note dated as of April 20, 1998, payable
     by Client to the order of KBK in the stated principal amount
     of $1,500,000 (such promissory note, together with all
     renewals, amendments and modifications thereof, the "KBK
     Note").

B.   To secure Client's obligations to KBK under the Purchase
     Agreement and the KBK Note, Client has granted to KBK a
     first priority security interest in and to all present and
     future accounts, general intangibles, equipment, inventory,
     livestock, documents, instruments, chattel paper, and
     contract rights, and any and all proceeds thereof, and such
     other and additional collateral as may be described in the
     Purchase Agreement and that certain Security Agreement of
     even date with the KBK Note, executed by Client for the
     benefit of KBK (all of the foregoing are hereinafter
     collectively referred to as the "Collateral").

C.   Client has executed that certain promissory note dated
     December 19, 1997, payable by Client to the order of
     Creditor in the stated principal amount of $1,500,000.00, a
     copy of which is attached hereto as Exhibit A (the
     "Subordinated Note").

D.   KBK and Creditor intend, by this Agreement, to establish,
     between themselves, and their respective successors and
     assigns, for the subordination by Creditor of all
     indebtedness and other obligations of Client now and
     hereafter owing to Creditor (including, without limitation,
     all indebtedness owing under the Subordinated Note, and any
     and all renewals, modifications, and extensions thereof) to
     the obligations of Client to KBK, however contingent.
     
NOW, THEREFORE, FOR VALUABLE CONSIDERATION, the receipt and
sufficiency of which are hereby acknowledged, the parties agree
as follows:

     1.   Subordination of Obligations.

           1.1 The term "Obligations" is used and shall be
               construed in this Agreement in its broadest and
               most comprehensive sense and shall mean all
               present and future indebtedness of Client which
               may be, from time to time, directly or
               indirectly, incurred by Client, and any and all
               extensions, renewals, renewals, and modifications
               thereof, including, but not limited to, any
               invoices, contracts, agreements, or other
               instruments evidencing the same, and all
               promissory notes, guarantees, debts, demands,
               monies, indebtedness, liabilities and obligations
               owed, or to become owing, including interest,
               principal, costs, and other charges, and all
               claims, rights, causes of actions, judgments,
               decrees, remedies, liens, security interests, or
               other obligations, and all security therefor, of
               any kind whatsoever and howsoever arising,
               whether voluntary, involuntary, absolute,
               contingent, or by operation of law, specifically
               excluding herefrom all obligations due to
               Creditor by Client for goods purchased by Client
               from Creditor in the ordinary course of and used
               in the business of Client.

           1.2 Any and all Obligations now owing and hereafter
               owed by Client to Creditor, including, without
               limitation, all indebtedness evidenced by the
               Subordinated Note (the "Creditor Obligations")
               are hereby unconditionally and irrevocably
               subordinated and made subject to any and all
               Obligations now owing and hereafter owed by
               Client to KBK, including, without limitation, all
               amounts owing by Client under the KBK Note
               (hereinafter collectively the "KBK Obligations"),
               for so long as any of the KBK Obligations shall
               remain unpaid and not fully and finally
               discharged and satisfied.

           1.3 Until termination of this Agreement, Creditor
               agrees: (a) not to collect, or to receive payment
               upon, by setoff or in any other manner, all or
               any portion of the Creditor Obligation; (b) not
               to sell, assign, transfer, pledge, or grant a
               security interest in the Creditor Obligations
               (except subject expressly to this Agreement); (c)
               not to accelerate the maturity of the Creditor
               Obligations; (d) not to commence, prosecute or
               participate in any administrative, legal, or
               equitable action that might adversely affect
               Client or KBK's interests; (e) not to join in any
               petition for bankruptcy or assignment for the
               benefit of creditors agreement affecting Client
               or any of its assets, or seek to appoint a
               receiver for all or any portion of Client's
               assets; (f) not to take any lien or security on
               Client's assets or property, real or personal;
               (g) not to incur any obligation to or receive any
               loans advances, or payments of any kind or gifts
               from Client; (h) not to take any other action,
               directly or indirectly, which would in any manner
               interfere with or impair the rights of KBK with
               respect to any collateral for the KBK
               Obligations, without KBK's prior written consent;
               and (i) not to amend or modify the terms of the
               Subordinated Note without the prior written
               consent of KBK.

           1.4 Except as otherwise hereinafter expressly
               provided, all of the KBK Obligations now or
               hereafter existing shall be first paid,
               satisfied, discharged or satisfactory provisions
               made therefore by Client before any payment shall
               be made by Client on the Creditor Obligations. 
               This priority of payment shall apply at all times
               until all of the KBK Obligations have been fully
               and finally repaid, satisfied, and discharged in
               full.

           1.5 In the event of any liquidation or dissolution of
               Client, whether partial or complete, voluntary or
               involuntary, by operation of law or otherwise, or
               in the event of any receivership, insolvency or
               bankruptcy proceedings by or against Client under
               any bankruptcy or insolvency laws (a) any and all
               payments or distributions of any kind or
               character, whether in cash, securities, or other
               property, which thereafter shall be payable or
               deliverable to Creditor upon or with respect to
               any portion of the Creditor Obligations, shall
               immediately be paid or delivered by Creditor
               directly to KBK for application in reduction of
               the KBK Obligations, whether or not then due or
               mature, in such manner as KBK shall determine in
               its sole discretion, and (b) KBK shall have the
               right (but not the obligation) to file a claim on
               behalf of Creditor respecting the Creditor
               Obligations in any such proceedings and to
               collect and receive all payments that may be
               declared or become payable on the claim of
               Creditor thereunder, or interest thereon (up
               until full payment and performance of the KBK
               Obligations at which time, upon request by
               Creditor, such claim shall be assigned or
               otherwise conveyed to Creditor without recourse),
               and KBK hereby is irrevocably appointed as
               attorney-in-fact for Creditor for such purpose in
               all such proceedings.
                    
           1.6 Creditor further agrees that should Creditor take
               or receive any security interest in, or lien by
               way of attachment, execution or otherwise on any
               of the assets or property, real or personal, of
               Client, or should Creditor take or join in any
               other action or proceeding contrary to this
               Agreement, at any time prior to the termination
               of this Agreement, KBK shall be entitled to have
               the same vacated, dissolved and set aside by such
               proceedings at law, or otherwise, as KBK may deem
               proper.  This Agreement shall be and constitutes
               full and sufficient grounds for such action and
               shall entitle KBK to become a party to any
               proceedings at law, or otherwise, initiated by
               KBK or by any other party, in or by which KBK may
               deem it proper to protect KBK's interests
               hereunder.  Creditor shall be liable to KBK for
               all losses, expenses, and other damages sustained
               by KBK by reason of such breach, including
               attorneys' fees and related costs in any such
               legal action or proceeding.
                    
           1.7 If Creditor shall receive any payments, security
               interest, or other rights in any property of
               Client in violation of this Agreement, such
               payment or property shall be deemed to be
               received and held by Creditor in trust for KBK
               and shall forthwith be delivered and transferred
               to KBK for application in reduction of the KBK
               Obligations, whether or not then due or mature,
               in such manner as KBK shall determine in its sole
               discretion.  

                    
     
     2.   Representations and Warranties of Creditor.  Creditor
          hereby represents and warrants to KBK that Creditor is
          the sole holder and beneficial owner of the
          Subordinated Note and all interests and rights created
          thereby with respect to said instruments relating
          thereto, and have not assigned, transferred, pledged,
          or granted a security interest in the Subordinated
          Note, or any right or interest therein or thereunder,
          and has not entered into any agreement, option, or
          other Agreement for the sale, assignment, pledge or
          grant of a security interest in any of the foregoing,
          including, without limitation, any grant of any option,
          right of first refusal, or other pre-emptive right to
          purchase or acquire any right or interest therein. 
               
     3.   Reliance by KBK.  This Agreement is an irrevocable and
          continuing agreement of subordination and KBK may
          continue to rely upon same in providing financing and
          other financial accommodations to or for the benefit of
          Client.  In connection therewith, KBK may without
          notice to or consent from Creditor and without
          impairing the rights and obligations of the parties
          under this Agreement (a) release any person or entity
          now or hereafter liable upon any of the KBK
          Obligations, (b) permit substitutions of or release all
          or any portion of the Collateral, (c) renew, extend or
          modify the terms of the KBK Obligations or any document
          or instrument evidencing, governing, securing or
          guaranteeing any of the KBK Obligations, and/or (d)
          provide additional financing to Client after the date
          hereof.
               
     4.   No Commitment.  It is understood and agreed that this
          Agreement shall in no way be construed as a commitment
          or agreement by KBK to continue financing arrangements
          with Client and that KBK may terminate such
          arrangements at any time, in accordance with KBK's
          agreements with Client.
               
     5.   Financial Condition of Client.  Creditor has adequate
          means to obtain from Client on a continuing basis
          information concerning the financial condition of
          Client and Creditor is not relying on KBK to provide
          such information now or in the future.  Creditor
          acknowledges and agrees that KBK is not obligated to
          keep Creditor informed of Client's financial condition.
               
     6.   Affect on Client's Actions.  Client shall not be
          entitled for any purpose or under any circumstances to
          rely upon the failure of KBK or Creditor to comply with
          the terms hereof.  Nothing herein contained shall be
          deemed to authorize Client to take any action not
          permitted under any agreement between Client and KBK or
          Creditor.  Client shall not be deemed to be a third
          party beneficiary to this Agreement or to have any
          rights hereunder whatsoever.
               
     7.   No Challenge to Validity.  Creditor covenants and
          agrees not to take any action to seek to avoid or set
          aside the perfected security interest in the Purchased
          Accounts or the Collateral or to seek to rescind,
          modify, or circumvent the provisions of this Agreement.
               
     8.   Termination.  This Agreement shall terminate on the
          first date when both of the following events shall have
          occurred and exist simultaneously:  (a) full and final
          payment in cash of all of the KBK Obligations; and (b)
          termination or expiration of the Purchase Agreement and
          all obligations or commitments of KBK to provide
          financing to Client.
               
     9.   Amendment.  This Agreement may not be amended except by
          written agreement executed by both KBK and Creditor.
               
     10.  Captions.  Captions as used in this Agreement are for
          convenience only, and shall not affect the construction
          of this Agreement.
     11.  Governing Law; Jury Waiver.  This Agreement shall be governed by
          and construed in accordance with the laws of the state of Texas. 
          The parties hereto agree that Tarrant County, Texas, will be the
          exclusive venue for litigation of any dispute or claim arising under
          or related to this Agreement.  the parties hereto waive the right
          to a trial by jury in any action or proceeding of any kind arising
          out of or relating to this agreement.
          
     12.  Successors and Assigns.  Unless otherwise herein
          provided, this Agreement shall be binding upon and
          inure to the benefit of all successors and assigns,
          including, without limitation, such transferee of any
          of the obligations of Client to KBK or to Creditor
          under any agreement or by law.  Any transferee of the
          obligations or indebtedness owed by Client to Creditor
          or any part thereof, shall take such obligations or
          indebtedness or any part thereof subject to the
          provisions of this Agreement.
          
     13.  Entire Agreement.  This Agreement constitutes the
          complete and integrated agreement of both KBK and
          Creditor with respect to the subject matter hereof,
          supersedes all prior or contemporaneous oral
          agreements, assigns or negotiations, and may not be
          orally modified or supplemented by parol or extrinsic
          evidence.
          
     14.  Counterparts.  This Agreement may be executed in two or
          more counterparts, each of which shall be original, but
          all of which constitute but one agreement.  Delivery of
          an executed counterpart of this Agreement by
          telefacsimile shall be equally effective as delivery of
          a manually executed counterpart of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.

"Creditor"                              "KBK"

RED OAK HEREFORD FARMS, INC.             KBK FINANCIAL, INC.
By:                                      By:                                 
                                              
Name:                                    Name:
          
Title:                                   Title:
          


ACKNOWLEDGMENT BY CLIENT

     The undersigned, being the Client named in the foregoing
Agreement, hereby (i) accepts and consents to such Agreement,
(ii) agrees to be bound by all of the provisions thereof, (iii)
agrees to recognize all priorities and other rights granted
thereby, (iv) agrees to pay Creditor in accordance therewith, and
(v) acknowledges and agrees that such Agreement may be altered,
modified or amended by KBK and Creditor without notice to or
consent of Client.


RED OAK FARMS, INC.
     
By:                                                             
          
Name:                                   
Title:                                  
Date: