AGREEMENT

                           BETWEEN

                AMERICAN HEREFORD ASSOCIATION

                             AND

                     RED OAK FARMS, INC.



                        March l4 1997












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                      TABLE OF CONTENTS



ARTICLE I1
     DEFINITIONS
     Section 1.1    Definitions
     Section 1.2    Other Definitional Provisions

ARTICLE 1A
EFFECTIVE DATE

ARTICLE II
     RESPONSIBILITIES OF RED OAK
     Section 2.1    Program Specifications
     Section 2.2    Cooperation with Association
     Section 2.3    Protection of Trade Secrets and Exclusive 
                    Proprietary Information
     Section 2.4    Indemnification
     Section 2.5    Unauthorized Use of Trademark

ARTICLE III
     RESPONSIBILITIES OF ASSOCIATION
     Section 3.1    Granting Licenses
     Section 3.2    Development of CHB Market
     Section 3.3    Assistance with Licensed Users
     Section 3.4    Promotional Activities
     Section 3.5    Unauthorized Use of Trademark
     Section 3.6    Cooperation with Red Oak
     Section 3.7    Indemnification

ARTICLE IV
     ROYALTY FEES
     Section 4.1    Payment of Royalty Fee
     Section 4.2    Amount of Fee
     Section 4.3    Payment of Fees
     Section 4.4    Adjustment of the Fee
     Section 4.5    Maintenance of Records; Inspection

ARTICLE V
     LICENSE GRANTED
     Section 5.1    Exclusive License
     Section 5.2    Monitoring of Sublicensee Trademark Use
     Section 5.3    Ownership of Rights


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ARTICLE VI

     USE OF TRADEMARK
     Section 6.1    Trademark Use
     Section 6.2    Scope of License
     Section 6.3    Notices
     Section 6.4    Copyright
     Section 6.5    Acknowledgment of Ownership
     Section 6.6    Monitoring of Trademark Use

ARTICLE VII
     COVENANTS OF RED OAK
     Section 7.1    Use of Program Information
     Section 7.2    Sales of Surplus CHB
     Section 7.3    Compliance by Affiliates

ARTICLE VIII
     QUALITY CONTROL
     Section 8.1    Processing
     Section 8.2    Review
     Section 8.3    Promotional Materials

ARTICLE IX
     REPRESENTATIONS AND WARRANTIES
     Section 9.1 Representations and Warranties of Red Oak
     Section 9.2 Representations and Warranties of Association

ARTICLE X
     DEVELOPMENTS
     Section 1O.1 Changes to USDA Specifications
     Section 10.2 Right to Develop

ARTICLE XI
     INFRINGEMENT
     Section 11.1  Notice of Infringement
     Section 11.2  Infringement Claim Against Red Oak

ARTICLE XII
     GOVERNMENTAL APPROVALS
     Section 12.1  Obtaining Government Certifications
     Section 12.2  Filing Governmental Reports
     Section 12.3  Payment of Compliance Expenses


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ARTICLE XIII
     TERMINATION OF EXCLUSIVE LICENSE
     Section 13.1  Performance Standards
     Section 13.2  Renegotiation of Performance Standards
     Section 13.3  Termination of Exclusive License
     Section 13.4  Termination by Red Oak
     Section 13.5  Termination of the Non-Exclusive License
     Section 13.6  Agreement and Non-Exclusive License
     Section 13.7  Sublicenses

ARTICLE XIV
     DURATION AND TERMINATION

     Section 14.1 Duration
     Section 14.2 Renewal of Agreement
     Section 14.3 Termination
     Section 14.4 Consequences of Termination

ARTICLE XV
     NONCOMPETITION
     Section 15.1 Noncompetition Agreement
     Section 15.2 Judicial Determination

ARTICLE XVI
     MISCELLANEOUS
     Section 16.1  Injunctive Relief
     Section 16.2  Entire Agreement
     Section 16.3  Assignment
     Section 16.4  Waiver
     Section 16.5  Independent Contractor
     Section 16.6  Headings
     Section 16.7  Severability
     Section 16.8  Governing Law
     Section 16.9  Counterparts
     Section 16.10 Notices
     Section 16.11 Force Majeure


EXHIBIT I - Certified Hereford Beef Trademark
EXHIBIT 2 - Guaranty
EXHIBIT 3 - Guaranty


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                          AGREEMENT

      THIS  AGREEMENT is entered into as of March 14,  1997,
between  American Hereford Association and  Red  Oak  Farms,
Inc.

                          RECITALS

       A.    Association  is  the  owner  of  United  States
Trademark  Reg. No. 1,971,889, Registered April 30,1996  for
the mark CERTIFIED HEREFORD BEEF plus Design, and desires to
protect  and  control the quality of the CERTIFIED  HEREFORD
BEEF program and the use of such trademark.

      B.    Association currently licenses, and  intends  to
continue  to  license, retailers, food service  outlets,  or
other similar persons or entities to advertise, promote, and
sell   certified  Hereford  beef  under  the  aforementioned
trademark.

      C.   Red Oak intends to be engaged in the procurement,
feeding,  processing,  and  distribution  of  beef,   as   a
successor  to the business previously conducted  by  Mid-Ag,
L.C.

      D.    Red  Oak  desires to enter into  agreement  with
Association to arrange to provide certified Hereford beef as
contemplated   in  Association's  certified  Hereford   beef
program.

      In  consideration  of  the foregoing  and  the  mutual
covenants and promises contained herein, the parties  hereto
agree as follows:


                          ARTICLE I
                         DEFINITIONS

     Section 1.1 Definitions.  As used in this Agreement the
following terms shall have the following meanings:

      "Affiliate"  shall mesa any person that  directly,  or
indirectly  through one or more intermediaries, controls  or
is controlled by, or is under common control with, Red Oak.

      "Agreement" shall mean this Agreement, as  renewed  or
modified from time to time.

     "Association" shall mean American Hereford Association,
an Arizona corporation, with its principal place of business
at 1501 Wyandotte, Kansas City, Missouri 64108.

<PAGE>


      "CHB" shall mean beef in whatever form processed  from
Hereford  or Hereford-cross cattle that is certified  to  be
"Certified  Hereford  Beef"  pursuant  to  the   rules   and
regulations of the USDA.

      "Effective  Date"  shall mean the date  determined  in
accordance with Article IA hereof.

      "Exclusive  License" shall have the meaning  given  to
such term in Section 5.1 hereof.

      "Fee"  shall  have the meaning given to such  term  in
Section 4.1 hereof.

      "Licensed User" shall mean any retailer, food  service
outlet,  or other similar retail level person or entity  (or
wholesaler  designated  by  Red  Oak)  that  has  agreed  to
participate in the Program and has been granted a license to
use the Trademark by Association in selling CHB pursuant  to
Section 3.1 hereof.

     "Non-Exclusive License" shall have the meaning given to
such term in Section 13.3 hereof.

      "Program" shall mean Association's Certified  Hereford
Beef Program.

       "Program   Information"  shall  mean  all  non-public
information related to the Program, the Trademark,  and  any
and  all other information pertaining to the Program  or  to
CHB.

      "Red  Oak"  shall mean Red Oak Farms,  Inc.,  an  Iowa
corporation wholly owned by Red Oak Hereford Farms, Inc.  (a
Nevada  publicly  traded corporation),  with  its  principal
place  of  business at 2010 Commerce Drive,  Red  Oak,  Iowa
51566.

     "Surplus CHB" shall mean the amount of CHB processed by
Red  Oak  that  exceeds the amount of CHB sold  to  Licensed
Users.

      "Territory"  shall  mean  (i)  the  United  States  of
America; (ii) North America (including the United States  of
America,  Canada and the United Mexican States);  and  (iii)
the remainder of the world.

     "Trademark" shall mean the trademark CERTIFIED HEREFORD
BEEF,  a  form  of which is registered in the United  States
Patent  and Trademark Office, Reg.  No. 1,971,889,  attached
as Exhibit 1 hereto.

      "USDA" shall mean the United States Department of 
Agriculture.

     "USDA Specifications" shall mean the specifications and
guidelines  approved and used by the USDA in approving  beef
as CHB.

     Section 1.2  Other Definitional Provisions.

      (a)  The words "hereof," "herein," and "hereunder" and
words  of  similar import when used in this Agreement  shall
refer to this Agreement as a whole and not to any particular
provision   of  this  Agreement,  and  section,  subsection,
schedule,  and  exhibit  references are  to  this  Agreement
unless otherwise specified.

      (b)   Words of the singular number shall be deemed  to

<PAGE>

include the plural number, and vice versa, where applicable.


                         ARTICLE IA
                       EFFECTIVE DATE

      The  date  upon which the provisions of this Agreement
shall  become effective (the "Effective Date") shall be  the
date  upon which (i) the reorganization of Mid-Ag  into  Red
Oak, as contemplated in that certain letter agreement, dated
March 4, 1997, between Wild Wings, Inc. and Mid-Ag and  (ii)
the  transfer of all assets of Mid-Ag to, and the assumption
of all liabilities of Mid-Ag by, Red Oak are completed.


                         ARTICLE II
                 RESPONSIBILITIES OF RED OAK

      Section 2.1  Program Specifications. Red Oak agrees to
use  its  best  efforts  to  meet  the  demand  for  CHB  of
Licensed  Users.   In this regard, Red Oak  agrees  that  it
shall, without cost or liability to association:

     (a)    Use   its  best  efforts  to  arrange  for   the
     procurement and processing of cattle that meet  Program
     specifications;

     (b)   Use  its best efforts to identify, evaluate,  and
     enter  into processing contracts with beef packers  and
     processors;

     (c)   Affix, or cause or ensure the affixation of,  the
     Trademark  as shown in Reg. No. 1,971,889  to  all  CHB
     processed to Program specifications for Red Oak;

     (d)   Use  its best efforts to distribute,  market  and
     sell  (or  cause to be distributed, marketed and  sold)
     CHB  to  Licensed  Users  in  accordance  with  Program
     specifications.   Red Oak shall maintain  complete  and
     accurate  records  of  the  amount  of  CHB  sold   and
     distributed  to Licensed Users, including the  identity
     of all such Licensed Users, and shall make such records
     available  for Association's inspection  from  time  to
     time at the request of Association;

     (e)    Use   its  best  efforts  to  arrange  for   the
     procurement, processing, distribution, and  sale  on  a
     timely  basis  of  the  quantity  of  CHB  required  by
     Licensed Users; and

     (f)  Use its best efforts to be ready to provide CHB to
     Licensed Users no later than March    , 1997.

      Section 2.2  Cooperation with Association. In carrying
out its responsibilities, Red Oak shall cooperate fully with
Association  in all phases of its production,  distribution,
and sale of CHB.

      Section 2.3  Protection of Trade Secrets and Exclusive
Proprietary  Information.   Red  Oak  recognizes  that   the
Trademark,    Program,    Program    Information,    Program
specifications, and any and all information,  material,  and

<PAGE>

documents  related  thereto  constitute  trade  secrets  and
exclusive proprietary information of Association.  Except as
necessary  to  fulfill its obligations  hereunder,  Red  Oak
shall not without the express written consent of Association
directly   or  indirectly  disclose  to  any  other   person
whatsoever  such  trade  secrets and  exclusive  proprietary
information of Association.

      Section 2.4  Indemnification. Red Oak hereby agrees to
indemnify  and  hold  harmless  Association,  its  officers,
directors,  employees, successors, and assigns  against  any
and  all  losses,  damages,  liabilities,  or  expenses   of
whatever form or nature, including attorneys' fees and other
costs  of  legal  defense, whether direct or indirect,  that
they,  or any one of them, may sustain or incur as a  result
or arising out of any acts or omissions of Red Oak including
but  not  limited  to: (1) breach of any provision  of  this
Agreement;  (2)  negligence or other tortious  conduct;  (3)
actions  taken  in fulfillment of Red Oak's responsibilities
under Article II hereof, (4) representations, statements  or
acts  not  specifically authorized by Association herein  or
otherwise  in writing; (5) actions beyond the scope  of  the
license  granted hereunder; (6) violation  by  Red  Oak,  or
actions  causing  Association to be  in  violation  of,  any
applicable  law, regulation, or order in the Territory;  and
(7) any claim in respect of CHB sold by Red Oak.

      Section 2.5  Unauthorized Use of Trademark.   Red  Oak
agrees to notify Association of any unauthorized use of  the
Trademark or Program Information that comes to its attention
and  acknowledges that Association has the  sole  right  and
power to take action to terminate such unauthorized use  and
to prevent other unauthorized uses.


                         ARTICLE III
               RESPONSIBILITIES OF ASSOCIATION

     Section 3.1 Granting Licenses.  Association agrees that
once  a  retailer,  food service outlet,  or  other  similar
person  or  entity desires to be granted a license  for  the
Trademark,  and the granting of a license to  such  proposed
license  holder  is  consistent with Association's  Program,
Association will (i) make contact with the proposed  license
holder  to  determine suitability for participation  in  the
Program; (ii) advise Red Oak of the identity of any proposed
license   holder   which  Association  has  identified   for
participation  in  the Program; (iii) provide  Red  Oak  the
opportunity to enter into a sales arrangement for  CHB  with
the  proposed  license holder (including  a  review  of  the
proposed license holder's creditworthiness); and (iv)  grant
a  license  to  use  the Trademark to such proposed  license
holder  at the same time the proposed license holder  agrees
to  purchase  CHB  from  Red Oak, it being  understood  that
Association retains sole discretion over the granting  of  a
license to use the Trademark to any person.

      Section  3.2  Development of CHB Market.   Association
shall continue to identify and develop the market for CHB in
accordance with the guidelines of the Program.

       Section   3.3    Assistance  with   Licensed   Users.
Association  shall  assist  Red  Oak  in  coordinating   CHB
delivery  schedules  and CHB supply  demands  with  Licensed
Users.

     Section 3.4  Promotional Activities.  Association shall
provide  information and material on CHB and the Program  as
Association  deems necessary to assist Red Oak.  Association

<PAGE>

undertakes   to   review  its  promotional   materials   and
information and its assistance to Red Oak as the market  for
CHB grows.

       Section   3.5    Unauthorized   Use   of   Trademark.
Association shall monitor the use of the Trademark  and  act
to  prevent any unauthorized use of the Trademark or Program
Information.

     Section 3.6  Cooperation with Red Oak.  Association may
in  its sole discretion make Association staff and employees
available to Red Oak to identify cattle for procurement,  to
assist  in  the  procurement of identified  cattle,  and  to
distribute CHB to Licensed Users.

       Section  3.7   Indemnification.   Association  hereby
agrees  to indemnify and hold harmless Red Oak, its members,
directors, employees, successors and assigns against any and
all  losses,  damages, liabilities or expenses  of  whatever
form or nature, including attorneys' fees and
other  costs  of legal defense, whether direct or  indirect,
that  they,  or any one of them, may sustain or incur  as  a
result of (1) a breach of any provision of this Agreement by
Association, (2) any claim by a third party with  regard  to
any  action  or  inaction of Association under  Section  3.1
hereof,  and  (3)  any representation and warranty  made  by
Association  herein proving to have been inaccurate,  false,
or misleading.


                         ARTICLE IV
                        ROYALTY FEES

     Section 4.1  Payment of Royalty Fee.  Red Oak shall pay
to  Association a per-head royalty fee (the  "Fee")  on  the
number   of  cattle  processed  as  CHB  pursuant  to   this
Agreement.  The Fee shall accrue to Association on the  date
the  processed  beef is certified as CHB  pursuant  to  USDA
specifications.

     Section 4.2  Amount of Fee.  The Fee shall be $5.00 per
head  for  each  head  of  cattle processed  as  CHB  during
calendar  year 1997, shall be $6.00 per head for  the  first
100,000  head of cattle processed as CHB and $5.00 per  head
for  each additional head of cattle processed as CHB  during
calendar  year  1998 (subject to adjustment as  provided  in
Section  4.4  hereof),  and shall  be  negotiated  for  each
subsequent calendar year as provided in Section 4.4. hereof,
provided, however, if the number of head of cattle  actually
processed as CHB during calendar years 1997, 1998  and  1999
do  not produce Fees payable by Red Oak to Association of at
least  $500,000, $725,000 and $850,000 for  1997,  1998  and
1999,  respectively, then the amount of Fees  that  Red  Oak
shall nonetheless be required to pay to Association for such
years  shall  be (i) $500,000 for calendar year  1997,  (ii)
$725,000  for  calendar year 1998, and  (iii)  $850,000  for
calendar year 1999.  The amount of Fees paid by Red  Oak  to
Association  for  calendar year  1997  shall  be  deemed  to
include  Fees  paid  by  Mid-Ag,  L.C.  to  Association  for
calendar year 1997.

      Section  4.3   Payment of Fees.   Red  Oak  shall  pay
Association the Fees due under this Article IV on a  monthly
basis.   Red Oak shall pay the Fees accrued for the previous
month  no  later  than the 15th day of the  next  succeeding
month; provided, however, that: (i) for calendar year  1997,
Red  Oak  shall pay to Association Fees of at least $500,000
by  December 31, 1997, of which at least $300,000  shall  be
paid  by  August 31, 1997; (ii) for calendar year 1998,  Red

<PAGE>

Oak  shall  pay to Association Fees of at least $725,000  by
December 31, 1998, of which at least $425,000 shall be  paid
by  August  31, 1998; and (iii) for calendar year 1999,  Red
Oak  shall  pay to Association Fees of at least $850,000  by
December 31, 1999, of which at least $450,000 shall be  paid
by  August  31,  1999.   Fees due but not  paid  shall  bear
interest  at  an annual rate of five percent (5%)  over  the
prime interest rate quoted by Association's bank on the date
such  Fees  become due and computed from the date such  Fees
become due until the date of payment.

     Section 4.4   Adjustment of the Fee.

      (a)  Association and Red Oak shall renegotiate the Fee
on  an  annual  basis with a view to making any  adjustments
thereto  that  may be deemed necessary by the parties.   The
first  renegotiation shall take place during  calendar  year
1997 to take effect in calendar year 1998.  Renegotiation of
the Fee shall commence on or before November 1 and shall  be
concluded on or before December 15 of each year in which the
parties renegotiate the Fee.

      (b)   The  parties  agree that the Fee  applicable  to
calendar  year 1998 will not be increased or decreased  more
than  ten percent (1O%) from the Fee set forth for such year
in  Section  4.2  hereof  and the  Fee  applicable  to  each
calendar  year thereafter will not be increased or decreased
more  than ten percent (10%) from the Fee in effect for  the
calendar  year  in which the Fee renegotiations  are  taking
place.    However,  if  the  parties  cannot  agree   to   a
renegotiated fee for the following calendar year by December
15  of  any  calendar  year, (1) if the calendar  year  next
succeeding the calendar year in which the Fee renegotiations
are  taking  place is an even-numbered year,  then  the  Fee
shall  be  increased from the Fee set forth in  Section  4.2
hereof for calendar year 1998, if the Fee renegotiations are
taking  place  in 1997, or from the Fee in  effect  for  the
calendar  year  in which the Fee renegotiations  are  taking
place,  if such renegotiations are taking place in any  year
subsequent to 1997, by the greater of (a) five percent  (5%)
or  (b)  the annual rate of inflation for the full  calendar
year  in  which the Fee schedule renegotiations  are  taking
place as reported by the United States Federal Reserve  Bank
in  Kansas City on December 31 of such year, or (2)  if  the
calendar year next succeeding the calendar year in which the
Fee renegotiations are taking place is an odd-numbered year,
then the Fee shall remain the same as the Fee in effect  for
the calendar year in which the Fee renegotiations are taking
place.

      Section 4.5  Maintenance of Records; Inspection.   Red
Oak  shall  maintain complete and accurate  records  of  the
number  of  head  of  cattle processed  as  CHB  under  this
Agreement   and  shall  make  such  records  available   for
Association's inspection at Association's request.


                          ARTICLE V
                       LICENSE GRANTED

     Section 5.1  Exclusive License.

      (a)   Subject  to  the terms and  conditions  of  this
Agreement,  Association hereby grants Red Oak the  exclusive
license and right to process, distribute, and sell CHB under
the  Trademark  in the Territory (the "Exclusive  License"),
and  to  use  Program  Information in connection  therewith,
which  Exclusive License may not be assigned or  transferred
to  others  in whole or in part, except as provided  herein;
however, such Exclusive License does not extend to the  sale
of CHB on a retail basis.

      (b)   Subject  to  the terms and  conditions  of  this

<PAGE>

Agreement,  Association hereby grants Red Oak the  exclusive
right  to  use and affix the Trademark on all CHB processed,
distributed, and sold by or on behalf of or as  arranged  by
Red   Oak   in  the  Territory  and  upon  all  descriptive,
contractual,  billing and other material referring  thereto,
unless  such use or affixation is prohibited by Association.
This  right  to  use  and affix the  Trademark  may  not  be
assigned  or  transferred to others in  whole  or  in  part,
except as provided herein, and exists only so long as CHB is
procured,  processed, distributed, and  sold  in  accordance
with the Program.

     (c)  Red Oak may sublicense to third parties the rights
granted  under the Exclusive License if necessary to fulfill
Red  Oak's  obligations hereunder; provided,  however,  that
Association  gives  prior approval to any such  sublicensing
arrangement,   which  approval  shall  not  be  unreasonably
withheld.   Any sublicense agreement shall allow Association
the  right  to  review  the  use of  the  Trademark  by  the
sublicensee to determine whether the Trademark is being used
by the sublicensee in conformity with this Agreement and the
Program  and  shall bind the sublicensee to  the  terms  and
conditions of this Agreement (as applicable).

      Section 5.2  Monitoring of Sublicensee Trademark  Use.
Red  Oak  recognizes Association's right to maintain control
of the nature and quality of the goods and services provided
under the Trademark and the manner and use of the Trademark.
Red Oak shall review from time-to-time any sublicensee's use
of the Trademark to determine whether the Trademark is being
used in conformity with this Agreement and the Program.  Red
Oak  shall  notify Association and such sublicensee  of  any
discrepancies in the use of the Trademark, and Red Oak shall
promptly  act  to correct any discrepancies to Association's
satisfaction.

       Section  5.3   Ownership  of  Rights.  Neither   this
Agreement  nor  any  operation hereunder  or  interpretation
hereof  shall, at any time, be construed to transfer to,  or
confer  upon,  Red Oak ownership of the Program Information,
the Program, or the Trademark, or to transfer to Red Oak the
right  to  register  any of the same in its  name  as  owner
thereof.


                         ARTICLE VI
                      USE OF TRADEMARK

      Section 6.1  Trademark Use.  Other than the use of its
own  name,  Red Oak shall not use any other names  or  marks
other  than  the  Trademark  on CHB  processed,  distributed
and/or sold by or on behalf of Red Oak.

      Section  6.2   Scope of License.  Except  as  provided
herein,  Red Oak agrees not to use, during the term  of  the
Agreement  or at any time thereafter, any of the  Trademark,
any  other trademark, service mark or trade or business name
of  Association, or any trademarks, service marks, names  or
designations  deceptively  or  confusingly  similar  to  the
foregoing,  as a trade or business name or part thereof,  of
Red Oak.

      Section 6.3 Notices.  Red Oak agrees to include in its
labeling of all CHB processed or sold by it or on its behalf
under  this  Agreement appropriate trademark and trade  name
notices respecting the Trademark.  Such notices must be in a
form  approved in advance by Association.  Such notice  must
also  include a legend indicating that the CHB is  processed
and sold under license.

     Section 6.4 Copyright.  Red Oak recognizes that any and

<PAGE>

all written material or software relating to the Program and
the  Program  Information are protected, or are protectable,
by copyright in the name of Association.  Red Oak agrees not
to take any action that would violate or cause the violation
of  any  Association copyright relating to CHB or jeopardize
the  ability  of  Association to  protect  the  Program  and
Program  Information by copyright in the  United  States  of
America or any foreign country.

      Section  6.5  Acknowledgment of  Ownership.   Red  Oak
acknowledges  the proprietary rights of Association  in  the
Trademark  and  the  Program  Information  and  admits   the
validity  of the Trademark and further agrees that  it  will
not contest, directly or indirectly, such proprietary rights
or  the  validity of the Trademark, nor aid others in  doing
so.

      Section  6.6  Monitoring of Trademark  Use.   Red  Oak
recognizes  Association's right to maintain control  of  the
nature and quality of the goods and services provided  under
the  Trademark  and  the manner and use  of  the  Trademark.
Association shall have the right from time to time to review
Red   Oak's   procurement,  processing,   and   distribution
techniques  and  those  of  its  sublicensees,   solely   to
determine  whether the Trademark is being used in conformity
with  this  Agreement  and the Program.   Association  shall
advise   Red  Oak  of  any  discrepancies  in  its  or   any
sublicensee's use of the Trademark; and Red Oak shall,  upon
receipt  of  such  advice,  promptly  correct,  or  cause  a
sublicensee  to correct, any discrepancies to  Association's
satisfaction.


                         ARTICLE VII
                    COVENANTS OF RED OAK

     Section 7.1 Use of Program Information.  Red Oak agrees
that  it  will  not directly or indirectly use  the  Program
Information furnished to it hereunder for its own use or  in
the  processing or sale of any products used or sold by  Red
Oak, except in connection with the processing or sale of CHB
in accordance with this Agreement.

      Section  7.2 Sales of Surplus CHB.  Red Oak  may  sell
Surplus  CHB  to  any person or entity as long  as  Red  Oak
maintains  complete and accurate records of  the  amount  of
Surplus  CHB sold and to whom such Surplus CHB was sold  and
makes such records available for Association's inspection at
Association's request.

      Section  7.3 Compliance by Affiliates.  Red Oak  shall
ensure  that  any  and  all of its agents,  representatives,
employees, and Affiliates that become involved in any way in
the fulfillment of Red Oak's obligations hereunder abide  by
and  comply with the undertakings and covenants of  Red  Oak
made herein.


                        ARTICLE VIII
                       QUALITY CONTROL

      Section 8.1 Processing.  Red Oak shall process or have
processed on its behalf CHB at packing or processing  plants
that  meet Program specifications and have been approved  by
Association for CHB processing.  Association agrees to  pre-
approve packing or processing plants at the request  of  Red
Oak  if such plants satisfy Program specifications.  Red Oak
shall  process or have processed on its behalf CHB in strict

<PAGE>

conformity  with the Program specifications.   Association's
right to establish the standards and specifications for  CHB
production shall include the right to designate, approve, or
disapprove  the quality of any and all processes,  material,
and  techniques used for the production of CHB.  Association
may  withdraw its approval of a packing or processing  plant
only with the consent of Red Oak; provided, however, that in
the   event  of  a  material  deviation  from  the   Program
specifications not approved by Association by any packing or
processing  plant, Red Oak shall have thirty  (30)  days  to
correct, or cause the correction of, such deviation; and  if
not so corrected, Association may terminate such packing  or
processing plant's participation in the Program without  Red
Oak's  prior written approval, with such termination  to  be
effective not earlier than ninety (90) days after the end of
the thirty (30) day period for correcting.

      Section 8.2 Review.  Association shall have the  right
from   time   to   time  to  review  Red  Oaks  procurement,
processing,  and distribution techniques and  those  of  its
suppliers and sublicensees, and, where practical, to receive
samples  of  CHB  produced by Red Oak hereunder,  so  as  to
determine  whether such CHB is being produced in  conformity
with  the Program specifications.  Association shall  advise
Red  Oak  in  writing  of any discrepancies  in  quality  or
adherence  to  the Program specifications.  Red  Oak  shall,
upon receipt of such advice, promptly correct, or cause  the
correction of, any discrepancies to Association's reasonable
satisfaction.

      Section 8.3 Promotional Materials.  All packaging  and
other  material on which the Trademark appears shall  be  in
accordance with the Program specifications.  At the  request
of  Association,  Red  Oak  shall  submit  samples  of  such
materials  to Association for approval.  Red Oak  agrees  to
terminate  immediately any such use of  the  Trademark  that
Association  reasonably believes not to be  in  accord  with
Program specifications or to be materially inconsistent with
preserving and protecting the Trademark.


                         ARTICLE IX
               REPRESENTATIONS AND WARRANTIES

      Section 9.1 Representations and Warranties of Red Oak.
Red  Oak  hereby  makes  the following  representations  and
warranties,  upon  each of which Red  Oak  acknowledges  and
agrees that Association is entitled to rely and has relied:

      (a)   Red Oak is a corporation duly organized, validly
existing,  and in good standing under the laws of the  State
of  Iowa  and  has  the power and right to enter  into  this
Agreement and to perform its obligations hereunder.

     (b)  Red Oak's principals have been extensively engaged
in the business of procuring, raising, feeding, and bringing
to  market cattle and the distribution of beef, and Red  Oak
has  no  reason to believe that it will not be able to  meet
the demands for CHB by Licensed Users.

     (c)  This Agreement has been duly authorized, executed,
and delivered by Red Oak and constitutes a legal, valid, and
binding obligation of Red Oak enforceable against Red Oak in
accordance with its terms.

      (d)   Neither  the  execution  and  delivery  of  this
Agreement   nor   the  consummation  of   the   transactions
contemplated hereby violates the laws of the State  of  Iowa
or  of the United States or any court or governmental agency

<PAGE>

order binding on Red Oak or requires the consent or approval
of,  or  the giving of notice by any person to or the taking
of any other action in respect of any governmental agency or
authority or any person not a party to this Agreement.

      (e)   Red  Oak  will  be  duly qualified  to  transact
business  as  a foreign corporation and in good standing  in
each  other jurisdiction in which Red Oak is required to  be
registered  to  fulfill  its  responsibilities  under   this
Agreement   prior   to   transacting   business   in    such
jurisdiction.

      (f)   Neither  Red Oak nor any of its  Affiliates  are
parties  to  litigation that could have a  material  adverse
effect   on   the  ability  of  Red  Oak  to   fulfill   its
responsibilities  hereunder if such  litigation  is  decided
against Red Oak or such Affiliate.

      (g)   The  Agreement, dated February  19,  1997,  with
respect to the slaughter of Red Oak cattle, a copy of  which
has  been provided to Association, has been entered into  by
Red Oak Hereford Farms, Inc. and Beef America and is in full
force and effect.

       Section   9.2   Representations  and  Warranties   of
Association.    Association  hereby  makes   the   following
representations   and  warranties,  upon   each   of   which
Association acknowledges and agrees that Red Oak is entitled
to rely and has relied:

      (a)   Association  is  a corporation  duly  organized,
validly existing, and in good standing under the laws of the
State  of  Arizona and has the power and the right to  enter
into   this   Agreement  and  to  perform  its   obligations
hereunder.

      (b)  Agreement has been duly authorized, executed, and
delivered by Association and constitutes a legal, valid, and
binding   obligation  of  Association  enforceable   against
Association in accordance with its terms.

      (c)   Association is the owner of the Trademark, which
is  registered  with the United States Patent and  Trademark
Office as Reg. No. 1,971,589.  To its knowledge, Association
is  not  and  will  not be subject to any  claims  that  the
Trademark  infringes  or  violates the  trademark  or  other
proprietary rights of any other person in the United  States
of America.


                          ARTICLE X
                        DEVELOPMENTS

         Section   10.1   Changes  to  USDA  Specifications.
Association  shall consult with Red Oak, and  keep  Red  Oak
regularly  and fully informed, about changes in or additions
to  the Program, Program Information, and the Trademark, and
any  other  developments relating  to  CHB.   No  change  or
addition  to the USDA Specifications or to the Program  that
materially  adversely affects the Exclusive License  granted
to  Red  Oak hereunder and the use of the Trademark  or  Red
Oak's  right  under the Exclusive License pursuant  to  this
Agreement  shall be implemented by Association  without  the
prior written approval of Red Oak.

      Section  10.2  Right to Develop.  Except  as  provided
herein,  nothing in this Agreement shall limit  in  any  way
Association's  right  in  its sole  discretion  to  develop,
change, or add to the Program, Program Information, and  the
Trademark.   Red  Oak may suggest changes  to  the  Program,
Program  Information,  or  the  Trademark,  but  Association
retains sole power to change the same.

<PAGE>

                         ARTICLE XI
                        INFRINGEMENT

      Section  11.1   Notice  of Infringement.   Each  party
hereto shall give notice to the other of any infringement or
threatened infringement of the Trademark which at  any  time
comes to its knowledge.  Association has the sole power  and
right  to  institute legal proceedings against the purported
infringer.   If Association institutes such proceedings,  it
shall  be  responsible  for the payment  of  all  costs  and
expenses  thereof, including attorneys' fees, and any  money
judgment  recovered  from  such  action  shall  become   the
exclusive property of Association.  Association and Red  Oak
agree to cooperate in the prosecution of any such action.

      Section 11.2 Infringement Claim Against Red  Oak.   In
the  event  Red  Oak  is charged with  infringement  of  any
trademark  or other intellectual property right owned  by  a
third party as a result of the use of the Trademark, Red Oak
shall  promptly  advise  Association  of  such  charge,  and
Association  shall  make such investigation  as  Association
deems  appropriate  and  advise  Red  Oak  of  Association's
conclusions   regarding   the   merits   of   such   charge.
Association may take such action as Association in its  sole
discretion  deems appropriate to abate any  such  charge  of
infringement.  Except as aforesaid, Association  shall  have
no  responsibility to protect, indemnify, or  hold  Red  Oak
harmless against charges of infringement, and Red Oak  shall
bear  Red  Oaks  own  expense in any  resulting  litigation.
Association  may,  however, at its option  and  at  its  own
expense join in any such suit and assume fall responsibility
and control thereof.

                         ARTICLE XII
                   GOVERNMENTAL APPROVALS

      Section 12.1 Obtaining Government Certifications.   It
shall be the responsibility of Red Oak to obtain at its sole
cost   and  expense  any  governmental  approval  or   other
certification that may be necessary or appropriate for it to
perform   its   obligations  hereunder,  including   without
limitation  approvals of this Agreement  and  any  approvals
with respect to CHB processed hereunder from the USDA.

      Section  12.2  Filing Governmental Reports.   Red  Oak
shall  produce  and file at its sole cost  and  expense  all
reports  required by any governmental agencies that  may  be
necessary  or appropriate for it to perform its  obligations
hereunder.

       Section   12.3    Payment  of  Compliance   Expenses.
Association  and  Red Oak acknowledge that under  procedures
established  with  the  USDA, Red Oaks  predecessor  in  the
business  proposed  to  be conducted  by  Red  Oak  obtained
certification  through  monitoring  and  auditing  processes
administered by Association.  Pursuant to this Agreement, if
the costs of such monitoring and auditing increase after the
date  of  this  Agreement,  then  Red  Oak  shall  pay   the
additional amount of such costs, within 30 days of the  date
of  invoice  therefor,  as long as such  procedures  are  in
place.

<PAGE>

                        ARTICLE XIII
              TERMINATION OF EXCLUSIVE LICENSE

      Section  13.1  Performance Standards.  During calendar
year  2000,  Red  Oak  shall  be  required  to  arrange  for
processing as CHB at least 165,000 head of cattle.

     Section 13.2 Renegotiation of Performance Standards.

      (a)   If this Agreement is renewed pursuant to Section
14.2  hereof, then the parties shall negotiate in good faith
during  the  first  six months of the  year  2000  and  each
calendar  year thereafter to establish performance standards
for  the  next  calendar year.  Subject to  Section  13.2(b)
hereof, in such negotiation of new performance standards for
calendar  year 2001 and beyond, (1) Association may  require
that  the new performance standards represent an amount  not
less  than  the greater of (a) the number of head of  cattle
actually  processed as CHB in the calendar year  immediately
preceding  the  calendar year in which the negotiations  are
taking  place, and (b) the number of head of cattle actually
processed  as  CHB in the full calendar year  in  which  the
negotiations  are  taking place, or (2) notwithstanding  any
other  provision of this Section 13.2, Red Oak  may  require
that  the new performance standards represent an amount  not
more dm one hundred ten percent (110%) of the number of head
of cattle required under this Agreement in the calendar year
in which the negotiations are taking place.

      (b)   Notwithstanding Section 13.2(a) hereof,  in  the
event the number of head of cattle actually processed as CHB
by  Red  Oak  in any calendar year equals 500,000  or  more,
performance standards shall be negotiated according  to  the
provisions  of  this Section 13.2(b). In the  calendar  year
following  the  calendar  year in  which  Red  Oak  actually
processed 500,000 or more head of cattle as CHB pursuant  to
this  Agreement, the parties shall negotiate in  good  faith
during  the  first  six  months of  such  calendar  year  to
establish   performance  standards   for   the   immediately
succeeding  calendar year.  In such negotiations  of  a  new
performance standard, (1) Association may require  that  the
new  performance standard shall represent an amount not less
than  the  average  of  (i) the number  of  head  of  cattle
actually  processed as CHB in the calendar year  immediately
preceding  the  calendar year in which the negotiations  are
taking place, and (ii) the number of head of cattle actually
processed  as CHB in the calendar year immediately preceding
the  calendar  year  referred  to  in  clause  (a)  of  this
sentence, or (2) notwithstanding any other provision of this
Section  13.2, Red Oak may require that the new  performance
standard represents an amount not more than one hundred  ten
percent  (110%) of the number of head of cattle required  to
be  processed by Red Oak in the calendar year in  which  the
negotiations  are taking place pursuant to  Section  13.2(a)
hereof.  If the average number of head of cattle referred to
in  clause  (1) of the preceding sentence equals  less  than
500,000,  then  Section 13.2(a) shall apply in renegotiating
the   performance  standard  for  the  calendar  year   next
succeeding  the  calendar year in  which  such  average  was
considered in negotiating the performance standard.

      (c)  The Exclusive License shall terminate at the  end
of  the calendar year during which the parties fail to agree
on  performance  standards for the next succeeding  calendar
year and the provisions of Section 13.3(b) shall apply.

     Section 13.3  Termination of Exclusive License.

      (a)  If Red Oak does not meet the performance standard
established  pursuant to Section 13.1 or 13.2 hereof  for  a
specific  calendar year, then Association may  at  its  sole
discretion  terminate  Red Oak's Exclusive  License  granted

<PAGE>

under  this  Agreement  and grant Red  Oak  a  non-exclusive
license and right to process, distribute, and sell CHB under
the   Trademark  in  the  Territory,  and  to  use   Program
Information  in  connection  therewith  (the  "Non-Exclusive
License").  Any termination of the Exclusive License and the
granting  of  the  Non-Exclusive License  pursuant  to  this
Section  13.3(a)  shall  be effective  on  June  30  of  the
calendar  year  immediately following the calendar  year  in
which   Red  Oak  did  not  meet  the  required  performance
standard.

      (b)   In the event the Exclusive License is terminated
pursuant to Section  13.2  hereof, Association shall grant a  
Non-Exclusive License to Red Oak.

      (c)   If  Association terminates the Exclusive License
and grants the Non-Exclusive License pursuant to this Section  
13.3, then Red Oak shall continue to supply CHB to Licensed 
Users that Red Oak  was  supplying  with  CHB  at  the  time  
of such termination for the remaining term of this Agreement  
on terms no less favorable to the Licensed Users than those
that  were in effect at any time during the year as to which
the  termination relates.  Under the Non-Exclusive  License,
Red  Oak shall not supply CHB to any Licensed User that  Red
Oak   was  not  supplying  with  CHB  at  the  time  of  the
termination of the Exclusive License.

      Section 13.4 Termination by Red Oak.  If Red Oak  does
not  meet  the performance standard established pursuant  to
Section 13.1 or 13.2 hereof for any calendar year, then  Red
Oak  may notify Association that it wishes to terminate  the
Agreement at the end of the then existing term.  Such notice
must  be  given to Association prior to December 15  of  any
calendar  year.  Upon receipt of such notice by Association,
the  Exclusive License granted 'pursuant to Article V hereof
shall  be  deemed  terminated and the Non-Exclusive  License
shall  be  granted  to  Red  Oak.   Red  Oak's  rights   and
responsibilities under such Non-Exclusive License  shall  be
the same as described in Section 13.3 hereof.

     Section 13.5  Termination of the Non-Exclusive License.
In   the  event  a  Non-Exclusive  License  is  granted   by
Association  pursuant to Section 13.3 or 13.4  hereof,  this
Agreement  shall  not  automatically renew  as  provided  in
Section 14.2 hereof but shall terminate as provided in  this
Section  13.5. This Agreement and any Non-Exclusive  License
shall  terminate  upon  the earlier to  occur  of:  (1)  the
expiration  of the then existing term of the Agreement,  and
(2)  any  termination of this Agreement pursuant to  Section
14.3 hereof.

      Section 13.6  Agreement and Non-Exclusive License.  In
the event that Association grants a Non-Exclusive License to
Red  Oak  pursuant to this Article XIII, the  provisions  of
this  Agreement (to the extent applicable) shall  remain  in
full  force and effect with respect to Red Oak's obligations
under such Non-Exclusive License, including, but not limited
to, Red Oaks obligation to pay Fees to Association.

      Section 13.7  Sublicenses.  In the event that Red Oaks
Exclusive  License becomes a Non-Exclusive License  pursuant
to  this  Article XIII, all sublicenses granted by  Red  Oak
pursuant  to Section 5.1(c) hereof shall be subject  to  the
terms and conditions upon which Association granted such Non-
Exclusive License.  All sublicenses shall terminate  at  the
same time the Non-Exclusive License terminates hereunder.

<PAGE>

                         ARTICLE XIV
                  DURATION AND TERMINATION

      Section 14.1  Duration.  Unless terminated earlier  as
provided  hereinafter, this Agreement shall be effective  on
the Effective Date and remain in force through and including
December 31, 2000.

      Section  14.2  Renewal of Agreement.   This  Agreement
shall  automatically renew for a three year period beginning
January  1  of each calendar year, commencing on January  1,
2000, unless the Exclusive License has been terminated and a
Non-Exclusive  License  granted  pursuant  to  Article  XIII
hereof  or  unless the Agreement is terminated  pursuant  to
Section 14.3 hereof.

Section 14.3 Termination.  This Agreement may be terminated:

      (a)   immediately by mutual consent of the parties  at
any time;

      (b)   subject  to Section 16.3 hereof, immediately  by
Association upon written notice to Red Oak in the  event  of
the  sale of all or substantially all of Red Oaks properties
and  business to a third party, the merger of Red  Oak  with
another person or entity, a change in control of either  Red
Oak  or Red Oak Hereford Farms, Inc., or dissolution of  Red
Oak.

      (c)  immediately by Association upon written notice to
Red  Oak  in  the  event that one or both of  the  following
contingencies  have not occurred within 120 days  after  the
date of this Agreement:

           (i)   Red  Oak  shall hire a new chief  executive
     officer who is given authority to manage Red Oak; and

          (ii) Red Oak Hereford Farms, Inc. shall enter into
     a binding contract to  acquire  100  percent of  the  
     outstanding capital stock of Midland Cattle Company;

      (d)  immediately upon written notice to Red Oak in the
event that Red Oak Hereford Farms, Inc. does not acquire 100
percent  of the outstanding capital stock of Midland  Cattle
Company by June 30, 1998;

      (e)  immediately by Association upon written notice to
Red  Oak in the event that the Board of Directors of Red Oak
does  not include two directors who each have at least  five
years' experience in the production of Hereford cattle.

      (f)  immediately by Association upon written notice to
Red  Oak in the event Red Oak fails to pay when due any Fees
and  fails to cure such non-payment within thirty (30)  days
from the date of such notice;

      (g)  immediately by Association upon written notice to
Red  Oak in the event that Red Oak Hereford Farms, Inc. does
not  execute  and deliver to Association Guaranties  in  the
forms  attached hereto as Exhibits 2 and 3 on or before  the
earlier  to occur of: (i) the date which is three  (3)  days
after  Red Oak becomes a wholly-owned subsidiary of Red  Oak
Hereford  Farms, Inc. or (ii) seven (7) days after the  date
of this Agreement; and

     (h)  immediately by either party upon written notice to
the other party in the event that such other party shall  be
in  default  in the performance of its material  obligations
hereunder and such default is not remedied within sixty (60)

<PAGE>

days  after  notice  thereof  by  the  nondefaulting  party;
provided,  however, that if the defaulting party is  working
in good faith and with its best efforts to cure such default
but  that such default cannot be cured despite such  efforts
within the said sixty (60) day period, the defaulting  party
shall  have a final period of an additional forty-five  (45)
days to cure the default.

     Section 14.4 Consequences of Termination.

      (a)  No termination of this Agreement pursuant to  any
cause  whatsoever  shall release Red Oak from  liability  to
Association  with  respect to any payment  of  Fees  already
accrued,  any liabilities arising out of the provisions  for
indemnification,  or the maintenance of Program  Information
on   a  confidential  and  secret  basis  pursuant  to  this
Agreement,  nor  shall such termination affect  any  of  the
provisions of Sections 3.7, 6.2, 6.4, 6.5, 7.3, 11.2,  14.4,
15.1, 15.2 or 16.1 hereof.

      (b)   Upon termination of this Agreement, pursuant  to
any  cause whatsoever (other than a termination pursuant  to
paragraph  (a)  or  (c)  of  Section  14.3  hereof),  during
calendar  year 1997, 1998 or 1999, all Fees required  to  be
paid  to  Association by Red Oak for the  calendar  year  in
which  such  termination occurs pursuant to Section  4.2  of
this   Agreement  and  not  theretofore  paid  shall  become
immediately due and payable to Association.

      (c)   Upon termination of this Agreement, pursuant  to
any  cause  whatsoever,  Red Oak shall  immediately  pay  to
Association all Fees due and shall deliver to Association at
its principal offices all documents and materials pertaining
to  the  Trademark,  Program, Program Information,  and  any
other  information pertaining to CHB supplied by Association
to  Red  Oak pursuant to this Agreement, all of which  shall
thereafter  remain  the  sole  and  exclusive  property   of
Association.

      (d)   Upon any termination of this Agreement, pursuant
to   any   cause   whatsoever,  all  licenses,  sublicenses,
authorities,  rights and privileges granted hereunder  shall
terminate  and Red Oak and any sublicensee of Red Oak  shall
cease  to  use  the Trademark, Program, Program Information,
and  any  other  information pertaining to CHB  supplied  by
Association to Red Oak pursuant to this Agreement.


                         ARTICLE XV
                       NONCOMPETITION

     Section 15.1 Noncompetition Agreement.  During the term
of  this  Agreement and for a period of 18 months after  the
date  this Agreement terminates or is terminated as provided
in  Section 13.5 or Article XIV hereof, Red Oak agrees  that
it will not, directly or indirectly:

      (a)   create or assist in the creation of any program,
plan,  or  project pertaining to Hereford beef  designed  to
compete with Association's Program;

      (b)   divert  or attempt to divert Licensed  Users  or
potential Licensed Users from buying CHB or participating in
the Program; and

      (c)   entice or induce or in any manner influence  any
person  who  is  or  shall be in the employ  or  service  of
Association to leave such employ or service for the  purpose
of  engaging  in a business that may be in competition  with
the Association's Program.

<PAGE>

      Section  15.2   Judicial  Determination.  If  a  final
judicial determination or administrative order is made  that
the  terms of Section 15.1 hereof constitute an unreasonable
or  otherwise unenforceable restriction against Red Oak, Red
Oak  and Association agree that such provision shall be void
only  to  the  extent  that such judicial  determination  or
administrative order finds such provision to be unreasonable
or otherwise unenforceable.


                         ARTICLE XVI
                        MISCELLANEOUS

      Section  16.1 Injunctive Relief.  Red Oak acknowledges
that  the Trademark, Program, Program Information,  and  all
other  information  pertaining  to  CHB  comprises  valuable
property  of  Association and that any unauthorized  use  or
disclosure  of  the same would cause irreparable  injury  to
Association that would not be fully compensable in  monetary
damages.  Accordingly, the provisions of this Agreement  may
be  enforced by specific or injunctive relief in a court  of
competent jurisdiction without the necessity of posting bond
or  proving special damages or lack of an adequate remedy at
law.

       Section   16.2  Entire  Agreement.   This  Agreement,
including  the Schedules and Exhibit hereto, represents  the
entire  Agreement between the parties on the subject  matter
hereof and supersedes all prior discussions, agreements, and
understandings of every kind and nature between them.  There
are  no  conditions to this Agreement not expressed  herein.
No  modification of this Agreement shall be effective unless
in writing and signed by both parties.

       Section  16.3  Assignment.   This  Agreement  may  be
assigned,  in whole or in part, voluntarily or by  operation
of  law, or otherwise transferred by either party only  with
the written consent of the other, which consent will not  be
unreasonably withheld.

      Section  16.4 Waiver.  The failure of either party  to
require  performance  by the other party  of  any  provision
hereof,  or to enforce any remedies it may have against  the
other party, shall in no way affect the right thereafter  to
enforce this Agreement and require full performance  by  the
other  party.  The waiver by either party of any  breach  of
any  provision  of  this Agreement shall  not  constitute  a
waiver  of  any succeeding breach of that provision  or  any
other provision.

     Section 16.5 Independent Contractor.  The parties agree
that  Red  Oak  and Association are independent contractors.
Under no circumstances shall either party hold itself out as
or   be   considered   an  agent,  employee,   partner,   or
representative of the other or otherwise attempt to bind the
other.
      Section 16.6  Headings.  Any headings used herein  are
for  convenience of reference only and are not part of  this
Agreement,   nor   shall  they  in  any   way   affect   the
interpretation hereof.

       Section  16.7   Severability.   Except  as  expressly
provided  herein,  and  except with  respect  to  Red  Oak's
obligation  to  make  payments of  Fees  to  Association  as
provided herein, if any provision of this Agreement shall be
adjudicated to be invalid or unenforceable in any action  or
proceeding, whether in its entirety or in any portion,  then

<PAGE>

such  part shall be deemed amended, if possible, or deleted,
as  the  case may be, from the Agreement in order to  render
the  remainder  of  the Agreement and any provision  thereof
both valid and enforceable.

      Section 16.8  Governing Law.  This Agreement shall  be
construed,  enforced, and performed in accordance  with  the
laws  of  the  State of Missouri, without reference  to  the
principles of conflicts of laws.

      Section  16.9  Counterparts.  This  Agreement  may  be
executed  in  counterparts,  each  of  which  shall  be   an
original, and all of which, taken together, shall constitute
a single instrument.

       Section  16.10  Notices.   Any  notice  required   or
permitted hereunder shall be in writing and shall be  deemed
to  have  been  duly  given if (a)  sent  by  registered  or
certified  mail, postage prepaid, return receipt  requested,
(b)  hand  delivered or sent by private courier or messenger
service,  or  (c)  sent  by facsimile  transmission  with  a
confirmation  copy as provided in (a) or (b) above,  to  the
parties  at their respective addresses or facsimile  numbers
set  forth below, or such other address or facsimile  number
as either party shall notify the other in writing:

     If to Association:  American Hereford Association
                         1501 Wyandotte
                         Kansas City, MO 64108-1222
                         Facsimile No.: 816-842-6931
                         Attn:  H. H. Dickenson

     with a copy to:     Richard N. Nixon
                         Stinson, Mag & Fizzell, P.C.
                         1201 Walnut Street
                         P.O. Box 419251
                         Kansas City, MO 64141-6251
                         Facsimile No.: 816-691-3495

     If to Red Oak: Red Oak Farms, Inc.

                                         _________________
                                         _________________
                                         _________________  
                                         Attn:____________


            with a copy to:              _________________
                                         _________________
                                         _________________

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      Section 16.11 Force Majeure.  Each party shall, either
wholly   or   partially,  be  relieved  of  its  obligations
hereunder during any period of time when performance of this
Agreement becomes commercially impossible for reasons beyond
its  control  involving strike, war, riot,  casualty,  final
governmental regulations or intervention and/or acts of  God
(each a "Force Majeure Event").  If Red Oak fails to meet  a
performance standard established pursuant to Section 13.1 or
13.2  hereof  for a particular calendar year  because  of  a
Force  Majeure Event, Red Oak shall, nonetheless, be  deemed
to  have satisfied such performance standard if (i) Red  Oak
would  have satisfied the performance standard by processing
cattle  as  CHB  during  the period affected  by  the  Force
Majeure  Event  at  the average rate at which  it  processed
cattle as CHB during the portions of such calendar year  not
affected   by   the  Force  Majeure  Event  and   (ii)   the
proportionate  decrease  in  the  rate  at  which  Red   Oak
processed  cattle as CHB during the period affected  by  the
Force  Majeure Event as compared with such rate  during  the
periods  of  such calendar year not affected  by  the  Force
Majeure  Event is no greater than the proportionate decrease
in the processing of Hereford beef by the cattle industry in
the  United  States of America as a whole  during  the  same
period  of  time, as documented by either the  USDA  or  the
National Cattlemen's Association.  Once performance  becomes
commercially  possible the responsibilities and  obligations
of  the  parties  shall resume again  with  full  force  and
effect.   In any situation in which either party  claims  an
excuse for nonperformance under this Section 16.1 1, it must
give prompt telephonic notice, promptly confirmed by written
notice,  of  the  occurrence and estimated duration  of  the
Force Majeure Event to the other party and shall give prompt
written  notice  when  the  Force  Majeure  Event  has  been
remedied   or  has  ended  and  performance  can  recommence
hereunder.

      IN  WITNESS  WHEREOF,  the parties  have  caused  this
Agreement  to be duly executed as of the date first  written
above.



                               AMERICAN HEREFORD ASSOCIATION


                              By:_________________________
                                 Name:  H. H. Dickenson
                                 Title: Executive Vice President

                               RED OAK FARMS, INC.

                              By:_________________________
                                 Name:
                                 Title:
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