<PAGE>

                    FIFTH AMENDMENT TO FORBEARANCE AGREEMENT
                    ----------------------------------------

         THIS FIFTH AMENDMENT TO FORBEARANCE AGREEMENT, made and entered into as
of the 6th day of May, 2005, by and between VIRBAC CORPORATION, a Delaware
corporation ("Virbac"), PM RESOURCES, INC., a Missouri corporation ("PM
Resources"), ST. JON LABORATORIES, INC., a California corporation ("St. JON"),
FRANCODEX LABORATORIES, INC., a Kansas corporation ("Francodex"), VIRBAC AH,
INC., a Delaware corporation ("Virbac AH,"), and DELMARVA LABORATORIES, INC., a
Virginia corporation ("Delmarva," and collectively with Virbac, PM Resources,
St. JON, Francodex and Virbac AH referred to herein as the "Borrowers"), and
FIRST BANK, a Missouri banking corporation (the "Lender").

                                   WITNESSETH:

         WHEREAS, Borrowers and Lender have heretofore executed a Credit
Agreement dated as of September 7, 1999 made by and among Borrowers and Lender,
as previously amended from time to time (as amended, the "Credit Agreement");
and

         WHEREAS, Borrowers are presently in default under such Credit Agreement
and the other Security Documents and Transaction Documents as more fully set
forth in that certain Forbearance Agreement dated as of April 9, 2004 made by
and among Borrowers and Lender, as previously amended by a certain Amendment to
Forbearance Agreement dated as of May 10, 2004 made by and among Borrowers and
Lender, by a certain Second Amendment to Forbearance Agreement dated as of
August 9, 2004 made by and among Borrowers and Lender, by a certain Third
Amendment to Forbearance Agreement dated as of February 7, 2005 made by and
among Borrowers and Lender and by a certain Letter Amendment dated as of April
1, 2005 made by and among Borrowers and Lender (as amended, the "Forbearance
Agreement;" capitalized terms used herein and not otherwise defined shall have
the meanings ascribed to such terms in the Forbearance Agreement); and

         WHEREAS, Lender's agreement to forebear with respect to Borrowers'
existing events of default as set forth in the Forbearance Agreement is
presently set to expire on May 6, 2005, and Borrowers have requested that Lender
extend such agreement to forebear; and

         WHEREAS, Borrowers and Lender desire to amend the Forbearance Agreement
on the terms and conditions set forth herein;

         NOW, THEREFORE, in consideration of the premises and the mutual
provisions and agreements hereinafter set forth, the parties hereto do hereby
mutually promise and agree as follows:

         1. Section 1(b)(iii)(C) of the Forbearance Agreement shall be deleted
in its entirety and in its place shall be substituted the following:

                  (C) on or before August 31, 2005, the consolidated balance
         sheet of Borrowers and their Consolidated Subsidiaries as of December
         31, 2004 and the related consolidated statements of income, retained
         earnings and cash flows for the fiscal year ended as of December 31,
         2004, all with consolidating disclosures and setting forth in each
         case, in comparative form, the figures for the previous fiscal year,
         all such financial statements to be prepared in accordance with
         Generally Accepted Accounting Principles consistently applied and
         audited by and accompanied by the unqualified opinion of
         PriceWaterhouse Coopers;

<PAGE>

         2. Section 1(b)(iii)(E) of the Forbearance Agreement shall be deleted
in its entirety and in its place shall be substituted the following:

                  (E) on or before July 15, 2005, the consolidated and
         consolidating balance sheet, income statement projections and cash flow
         projections for Borrowers and their Consolidated Subsidiaries for their
         fiscal year ending December 31, 2005 on a month-by-month basis, all in
         form and detail reasonably acceptable to Bank.

         3. Section 3(a) of the Forbearance Agreement shall be deleted in its
entirety and in its place shall be substituted the following:

                           (a) The Standstill Period shall commence at such time
          as all conditions precedent to this Agreement have occurred or have
          been satisfied, as provided in Section 2 hereof, and shall terminate
          on September 30, 2005.

         4. Section 4(d) of the Forbearance Agreement shall be deleted in its
entirety and in its place shall be substituted the following:

                  (d) The third paragraph beginning with the word "WHEREAS" on
         the first page of the Credit Agreement shall be deleted in its entirety
         and in its place shall be substituted the following:

                           WHEREAS, Borrowers, including Virbac AH, Francodex
                  and Delmarva which have been added as parties to the credit
                  facilities, have requested that the aggregate amount thereof
                  be amended to an aggregate principal amount of up to Fifteen
                  Million Dollars ($15,000,000.00) and otherwise amended on the
                  terms and conditions set forth herein, with such loans to
                  mature on September 30, 2005; and

Subject to the terms of the Credit Agreement (as amended by Sections 4(a)
through 4(k) of the Forbearance Agreement (as herein amended)), Lender will
again make new Loans to Borrowers (provided that an event of termination as
defined in Section 3(b) of the Forbearance Agreement does not then exist or any
event which, after notice or lapse of time or both would constitute such an
event of termination, does not then exist) up to the lesser of $15,000,000.00 or
the then current Borrowing Base.

         5. Section 4(e) of the Forbearance Agreement shall be deleted in its
entirety and in its place shall be substituted the following:

                  (e) Section 1 of the Credit Agreement shall be deleted in its
         entirety and in its place shall be substituted the following:

                           The "Term" of this Agreement shall commence on the
                  date hereof and shall end on September 30, 2005, unless
                  earlier terminated upon the occurrence of an Event of Default
                  under this Agreement or upon an event of termination as
                  defined in Section 3(b) of that certain Forbearance Agreement
                  dated as of April 9, 2004 made by and among Borrowers and
                  Lender, as amended.

         6. Section 4(g) of the Forbearance Agreement shall be deleted in its
entirety and in its place shall be substituted the following:

                                      -2-

<PAGE>

                  (g) Section 3.1(a) of the Credit Agreement shall be deleted in
         its entirety and in its place shall be substituted the following:

                           (a) Revolving Credit Loans. Subject to the terms and
                  conditions hereof, during the Term of this Agreement, Bank
                  hereby agrees to make such loans (individually, a "Loan" and
                  collectively, the "Loans") to Borrowers, jointly and
                  severally, as any of the Borrowers may from time to time
                  request pursuant to Section 3.2 and in Bank's discretion, to
                  issue Letters of Credit for the account of the Borrowers, or
                  any of them, upon any Borrower's execution of a Letter of
                  Credit Application therefor pursuant to Section 3.3 (subject
                  to Bank's approval of the form of the Letters of Credit
                  requested to be issued). The maximum aggregate principal
                  amount of Loans plus the face amount of issued and outstanding
                  Letters of Credit which Bank, cumulatively, may be required to
                  have outstanding hereunder at any one time shall not exceed
                  the lesser of Fifteen Million Dollars ($15,000,000.00) (the
                  "Bank's Commitment"), or (ii) the Borrowing Base (as
                  hereinafter defined). Subject to the terms and conditions
                  hereof, Borrowers may jointly and severally borrow, repay and
                  reborrow such sums from Bank, provided, however, that the
                  aggregate principal amount of all Loans outstanding hereunder
                  plus the face amount of Letters of Credit issued and
                  outstanding hereunder at any one time shall not exceed the
                  lesser of the Bank's Commitment or the then current Borrowing
                  Base.

         Contemporaneously with the execution of that certain Fifth Amendment to
         Forbearance Agreement dated as of May 6, 2005 (amending this
         Agreement), Borrowers shall execute and deliver to Bank a Note of
         Borrowers dated as of May 6, 2005 and payable jointly and severally to
         the order of Bank in the original principal amount of Fifteen Million
         Dollars ($15,000,000.00) in the form attached as Exhibit B to such
         Fifth Amendment to Forbearance Agreement and incorporated herein by
         reference (as the same may from time to time be amended, modified,
         extended or renewed, the "Note"). All references in the Credit
         Agreement, this Agreement, the Security Documents and the other
         Transaction Documents to the "Note," the "Revolving Credit Note" and
         other references of similar import shall hereafter be amended and
         deemed to refer to the Note in the form of the Revolving Credit Note,
         as amended and restated in the form attached as Exhibit B to the Fifth
         Amendment to Forbearance Agreement .

         7. Section 4(i) of the Forbearance  Agreement shall be deleted in its
entirety and in its place shall be substituted the following:

                  (i) Section 3.1(d) of the Credit Agreement shall be deleted in
         its entirety and in its place shall be substituted the following:

                           (d) Borrowing Base Certificate. Borrowers shall
                  deliver to Bank on the twenty-eighth (28th) day of each month,
                  commencing in the month of May, 2005, a borrowing base
                  certificate in the form of Exhibit A attached to the Fifth
                  Amendment to Forbearance Agreement dated as of May 6, 2005
                  made by and among Borrowers and the Bank (the "Forbearance
                  Agreement Amendment") and incorporated herein by reference (a
                  "Borrowing Base Certificate") setting forth:

                                    (i) the Borrowing Base and its components as
                  of the end of the immediately preceding month;

                                      -3-
<PAGE>

                                    (ii) the aggregate principal amount of all
                  outstanding Loans and the aggregate face amount of all issued
                  and outstanding Letters of Credit; and

                                    (iii) the difference, if any, between the
                  Borrowing Base and the aggregate principal amount of all
                  outstanding Loans plus the aggregate face amount of all issued
                  and outstanding Letters of Credit.

                  The Borrowing Base shown in such Borrowing Base Certificate
                  shall be and remain the Borrowing Base hereunder until the
                  next Borrowing Base Certificate is delivered to Bank, at which
                  time the Borrowing Base shall be the amount shown in such
                  subsequent Borrowing Base Certificate. Each Borrowing Base
                  Certificate shall be certified (subject to normal year-end
                  adjustments) as to truth and accuracy by the President,
                  principal financial officer or controller of each of the
                  Borrowers.

All references in the Credit Agreement, the Forbearance Agreement and the other
Transaction Documents to the "Borrowing Base Certificate" and other references
of similar import shall hereafter be amended and deemed to refer to a Borrowing
Base Certificate in the form of the Borrowing Base Certificate, as amended and
restated in the form attached hereto as Exhibit A.

         8. Section 4(j) of the Forbearance Agreement shall be deleted in its
entirety and in its place shall be substituted the following:

                  (j) Section 3.16 of the Credit Agreement shall be deleted in
         its entirety and in its place shall be substituted the following:

                           3.16 Maturity. All Loans not paid prior to September
                  30, 2005, together with all accrued and unpaid interest
                  thereon, shall be due and payable on September 30, 2005 (the
                  "Maturity Date").

         9. Section 4(k) of the Forbearance Agreement shall be deleted in its
entirety and in its place shall be substituted the following:

                  (k) Addition of a new Monthly Consolidated EBITDA Covenant.
         Section 7.1(i) of the Credit Agreement shall be amended to add a new
         subsection 7.1(i)(ii) to such Section immediately following subsection
         7.1(i)(i) therein as follows:

                           (ii) Maintain a minimum Consolidated EBITDA for
                  Borrowers and their Subsidiaries of not less than: (A)
                  ($55,000.00) for the month ending May 31, 2005, (B)
                  ($121,000.00) for the month ending June 30, 2005, (C)
                  ($198,000.00) for the month ending July 31, 2005, (D)
                  ($198,000.00) for the month ending August 31, 2005, and (E)
                  ($110,000.00) for the month ending September 30, 2005;

         10. Section 5(b) of the Forbearance Agreement shall be deleted in its
entirety and in its place shall be substituted the following:

                           (b) Borrowers covenant and agree that they will
         promptly furnish to Lender any additional financial or other
         information as Lender may reasonably request from time to time in order
         to assess the progress of Borrowers' ability to repay or

                                      -4-

<PAGE>

         refinance all of the Obligations on or before September 30, 2005, to
         verify Borrowers' compliance with this Agreement, or to ascertain
         whether any event of termination of the Standstill Period has occurred;

         11. Contemporaneously with the execution of this Fifth Amendment to
Forbearance Agreement, the Revolving Credit Note made by the Borrowers payable
to the order of Lender shall be amended and restated in the form of that certain
Revolving Credit Note made by the Borrowers payable to the order of Lender
attached hereto as Exhibit B, to amend the maximum principal amount thereof to
Fifteen Million Dollars ($15,000,000.00), to extend the maturity thereof and to
make certain amendments as set forth therein (as the same may from time to time
be amended, modified, extended or renewed, the "Note"). All references in the
Credit Agreement, the Forbearance Agreement, the Security Documents and the
other Transaction Documents to the "Note," the "Revolving Credit Note" and other
references of similar import shall hereafter be amended and deemed to refer to
the Note in the form of the Revolving Credit Note, as amended and restated in
the form attached hereto as Exhibit B.

         12. Borrowers hereby agrees to reimburse Lender, upon demand, for all
out-of-pocket costs and expenses, including reasonable legal fees and expenses
of the attorneys for the Lender incurred by Lender in the preparation,
negotiation and execution of this Fifth Amendment to Forbearance Agreement and
all other documents, instruments and agreements relating to this Fifth Amendment
to Forbearance Agreement with Lender.

         13. In consideration of the amendments made by Lender hereunder,
Borrowers shall jointly and severally pay to Lender on the date hereof an
amendment fee in the amount of $50,000.00, which fee shall be fully earned by
Lender on the date hereof.

         14. The amendments set forth herein are expressly conditioned upon the
following:

                  (a) Execution and delivery by Borrowers of this Fifth
Amendment to Forbearance Agreement and of the amended and restated Revolving
Credit Note in the form attached hereto as Exhibit B;

                  (b) Repayment by the Borrowers of any portion of the
outstanding principal amount of the Loans outstanding as of the date of this
Fifth Amendment to Forbearance Agreement which exceeds Fifteen Million Dollars
($15,000,000.00) in the aggregate;

                  (c) Payment by the Borrowers of the amendment fee described in
Paragraph 13 above;

                  (d) Execution and delivery by JPMorgan Chase Bank, N.A., as
successor by merger to Bank One, N.A., of a Consent of Participant, in form and
substance acceptable to Lender, consenting to the terms of this Fifth Amendment;
and

                  (e) Execution and delivery of such other agreements and other
documents reasonably requested by Lender to complete the transactions
contemplated herein.

         15.      Borrowers hereby represents and warrants to Lender that:

                  (a) The execution, delivery and performance by Borrowers of
this Fifth Amendment to Forbearance Agreement are within the corporate powers of
the Borrowers, have been duly authorized by all necessary corporate action and
require no action by or in respect of, or filing with, any governmental or
regulatory body, agency or official. The execution, delivery and performance by

                                      -5-
<PAGE>

Borrowers of this Fifth Amendment to Forbearance Agreement do not conflict with,
or result in a breach of the terms, conditions or provisions of, or constitute a
default under or result in any violation of, and Borrowers are not now in
default under or in violation of, the terms of the Articles of Incorporation or
Bylaws of any of the Borrowers, any applicable law, any rule, regulation, order,
writ, judgment or decree of any court or governmental or regulatory agency or
instrumentality, or any agreement or instrument to which any of the Borrowers is
a party or by which any of them is bound or to which any of them is subject
(other than the existing defaults under the Credit Agreement and the other
Transaction Documents described herein above); and

                  (b) This Fifth Amendment to Forbearance Agreement has been
duly executed and delivered and constitutes the legal, valid and binding
obligation of the Borrowers enforceable in accordance with its terms, except as
such enforceability may be limited by (i) bankruptcy, insolvency or other
similar laws affecting creditors' rights generally and (ii) general principles
of equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law).

         16. Each of the Borrowers hereby releases Lender and its successors,
assigns, directors, officers, agents, employees, representatives and attorneys
from any and all claims, demands, causes of action, liabilities or damages,
whether now existing or hereafter arising or contingent or noncontingent, or
actions in law or equity of any type or matter, relating to or in connection
with any statements, agreements, action or inaction on the part of Lender
occurring at any time prior to the execution of this Fifth Amendment to
Forbearance Agreement, with respect to Borrowers, the Credit Agreement, the
Note, any of the Security Documents or the Forbearance Agreement.

         17. All references in the Forbearance Agreement to "this Forbearance
Agreement," "this Agreement" and any other references of similar import shall
henceforth mean the Forbearance Agreement as amended by this Fifth Amendment to
Forbearance Agreement.

         18. This Fifth Amendment to Forbearance Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns, except that Borrowers may not assign, transfer or delegate any of
its rights or obligations hereunder.

         19. This Fifth Amendment to Forbearance Agreement shall be governed by
and construed in accordance with the internal laws of the State of Missouri.

         20. In the event of any inconsistency or conflict between this Fifth
Amendment to Forbearance Agreement and the Forbearance Agreement, the terms,
provisions and conditions of this Fifth Amendment to Forbearance Agreement shall
govern and control.

         21. The Forbearance Agreement, as hereby amended and modified, is and
shall remain the binding obligation of the Borrowers and all of the provisions,
terms, stipulations, conditions, covenants and powers contained therein shall
stand and remain in full force and effect, except only as the same are herein
and hereby specifically varied or amended, and the same are hereby ratified and
confirmed. If any principal, interest or other amount due under the Forbearance
Agreement or under the Note of Borrowers, as modified pursuant hereto, shall not
be paid when due, the Lender shall be entitled to and may exercise all rights
and remedies under the Forbearance Agreement, such Note and as otherwise
provided by law.

         22. This notice is provided pursuant to Section 432.047, R.S.Mo. As
used herein, "creditor" means Lender, the "credit agreement" means the Credit
Agreement, as amended by the Forbearance Agreement and this Fifth Amendment to
Forbearance Agreement, and "this writing" means the Credit Agreement, as amended
by the Forbearance Agreement and this Fifth Amendment to Forbearance Agreement,
the Note, as hereby amended and restated, the other Transaction Documents, all
guaranties

                                      -6-

<PAGE>

executed by any other Obligors, and any other agreement executed in connection
herewith or therewith. ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND
CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO
EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE, REGARDLESS OF THE LEGAL THEORY
UPON WHICH IT IS BASED THAT IS IN ANY WAY RELATED TO THE CREDIT AGREEMENT. TO
PROTECT YOU (BORROWER(S)) AND US (CREDITOR) FROM MISUNDERSTANDING OR
DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN
THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT
BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.

The Credit Agreement, as amended by the Forbearance Agreement and this Fifth
Amendment to Forbearance Agreement, embodies the entire agreement and
understanding between the parties hereto and supersedes all prior agreements and
understandings (oral or written) relating to the subject matter hereof.

         IN WITNESS WHEREOF, the parties hereto have executed this instrument as
of the date first written above on this 6th day of May, 2005.

                             Borrowers:

                             VIRBAC CORPORATION
                             PM RESOURCES, INC.
                             ST. JON LABORATORIES, INC.
                             VIRBAC AH, INC.
                             FRANCODEX LABORATORIES, INC.
                             DELMARVA LABORATORIES, INC.


                             By: /s/ Jean M. Nelson
                                 -------------------
                                 Jean M. Nelson, Executive Vice President and
                                 Chief Financial Officer


                             Lender:

                             FIRST BANK


                             By /s/ Traci L. Dodson
                                -------------------
                                Traci L. Dodson, Vice President

                                      -7-
<PAGE>




                                    EXHIBIT A
                                    ---------


                           BORROWING BASE CERTIFICATE

                             AS OF ________________

         Pursuant to the Credit Agreement dated September 1999 and thereafter
amended among Virbac Corporation ("Borrower) and First Bank ("Bank"), Borrower
hereby warrants to Bank that as of the date indicated above, the information in
this report is true and correct and that the total eligible accounts and
eligible inventory referred to herein qualify per terms of the Credit Agreement.
Borrower further represents and warrants to Bank that as of this date Borrower
is in full compliance with all of its obligations under the Credit Agreement and
all other Loan Documents and is not in default of any term or provision hereof
or thereof.

<TABLE>
<S>                                                                           <C>                    <C>
1.  ELIGIBLE ACCOUNTS RECEIVABLE
       Total Accounts Receivable per attached aging of same date as this
       report hereof                                                          _______________

       less: Accounts more than 90 days from date of invoice                  _______________
       less: Credits aged greater than 90 days from date of invoice and
       included above                                                         _______________

       less: Accounts ineligible due to 10% taint                             _______________
       less: That portion of Accounts due from any Account Debtor that
       exceed 30% of Total Accounts Receivable                                _______________
       less: Accounts due from any Account Debtor that is a shareholder,
       partner or related party of Borrower                                   _______________

       less: Rebate Accruals and Credit/Return Reserves                       _______________
       less: Accounts due from any Account Debtor located outside the
       continental United States of America                                   _______________
       less: Accounts for which Borrower is liable to Account Debtor
       for goods sold or services provided by Account Debtor                  _______________

       less: Other ineligible accounts per Credit Agreement                   _______________

TOTAL ELIGIBLE ACCOUNTS RECEIVABLE:                                                                  $_______________

2.  ELIGIBLE INVENTORY
       Total Inventory per attached inventory listing of same date as this
       report hereof                                                          _______________

       less: Work in process                                                  _______________

       less: Obsolete inventory                                               _______________

</TABLE>

                                      -8-

<PAGE>

<TABLE>
<S>                                                                           <C>                    <C>
       less: Consignment inventory                                            _______________
       less: Inventory not maintained at one of the locations provided in the
       Security Agreements                                                    _______________
       less: Inventory not usable or saleable, at prices not less than
       standard cost, to include packaging supplies                           _______________

       less: Other ineligible inventory per Credit Agreement                  _______________

                  TOTAL ELIGIBLE INVENTORY:                                                           $_______________


3.  BORROWING BASE

       Total Eligible Accounts Receivable * 75%                               _______________
       Total Eligible Inventory * 50% (not to exceed Accounts Receivable
       Borrowing Base above)                                                  _______________

       Loan Value of Fixed Assets (not to exceed $9,562,400)                  _______________

                  TOTAL BORROWING BASE:                                                               $_______________

4.  LOAN AMOUNT

       Lesser of Borrowing Base or Bank's Commitment ($15,000,000)            _______________

       less:  Outstanding Loan Balance                                        _______________

       less:  Issued and Outstanding Letters of Credit                        _______________

                  TOTAL ADVANCES AVAILABLE:                                                           $_______________


</TABLE>

VIRBAC CORPORATION

By:
   ----------------------
Title:
      -------------------
Date:
     --------------------


                                      -9-


<PAGE>

                                    EXHIBIT B
                                    ---------
                              Revolving Credit Note
                              ---------------------

$15,000,000.00                                               St. Louis, Missouri
                                                                     May 6, 2005

         FOR VALUE RECEIVED, on September 30, 2005 the undersigned, VIRBAC
CORPORATION, a Delaware corporation (formerly known as Agri-Nutrition Group
Limited), PM RESOURCES, INC., a Missouri corporation, ST. JON LABORATORIES,
INC., a California corporation, FRANCODEX LABORATORIES, INC., a Kansas
corporation, VIRBAC AH, INC., a Delaware corporation and DELMARVA LABORATORIES,
INC., a Virginia corporation (collectively, the "Borrowers"), hereby jointly and
severally promise to pay to the order of FIRST BANK, a Missouri state banking
corporation ("Bank"), the principal sum of Fifteen Million Dollars
($15,000,000.00), or such lesser sum as may then be outstanding hereunder. The
aggregate principal amount which Bank shall be committed to have outstanding
hereunder at any one time shall not exceed the lesser of (i) Fifteen Million
Dollars ($15,000,000.00), or (ii) the "Borrowing Base" (as defined in the Loan
Agreement (as hereinafter defined)), which amount may be borrowed, paid,
reborrowed and repaid, in whole or in part, subject to the terms and conditions
hereof and of the Loan Agreement hereinafter identified.

         Borrowers further jointly and severally promise to pay to the order of
Bank interest on the principal amount from time to time outstanding hereunder
prior to maturity from the date disbursed until paid at the rate or rates per
annum required by the Loan Agreement. All accrued and unpaid interest with
respect to each principal disbursement made hereunder shall be payable on the
dates set forth in Section 3.6 of the Loan Agreement and at the maturity of this
Note, whether by reason of acceleration or otherwise. After the maturity of this
Note, whether by reason of acceleration or otherwise, interest shall accrue and
be payable on demand on the entire outstanding principal balance hereunder until
paid at a rate per annum equal to Three and One-Half Percent (3.50%) over and
above the Prime Rate, fluctuating as and when said Prime Rate shall change. All
payments hereunder (other than prepayments) shall be applied first to the
payment of all accrued and unpaid interest, with the balance, if any, to be
applied to the payment of principal. All prepayments hereunder shall be applied
solely to the payment of principal.

         All payments of principal and interest hereunder shall be made in
lawful currency of the United States in Federal or other immediately available
funds at the office of Bank situated at 135 North Meramec, Clayton, Missouri
63105, or at such other place as the holder hereof shall designate in writing.
Interest shall be computed on an actual day, 360-day year basis.

         Bank may record the date and amount of all loans and all payments of
principal and interest hereunder in the records it maintains with respect
thereto. Bank's books and records showing the account between Bank and Borrowers
shall be admissible in evidence in any action or proceeding and shall constitute
prima facie proof of the items therein set forth.

         This Note is the Note referred to in that certain Credit Agreement
dated as of September 7, 1999 made by and between Borrowers and Bank (as the
same may from time to time be amended, the "Loan Agreement"), to which Loan
Agreement reference is hereby made for a statement of the terms and conditions
upon which the maturity of this Note may be accelerated, and for other terms and
conditions, including prepayment, which may affect this Note. All capitalized
terms used herein and not otherwise defined shall have the meanings assigned to
such terms in the Loan Agreement.

                                      -10-
<PAGE>


         This Note is secured by that certain Security Agreement dated as of May
14, 1998 executed by Virbac Corporation in favor of Bank, by that certain
Security Agreement dated as of May 14, 1998 and executed by PM Resources, Inc.
in favor of Bank, by that certain Security Agreement dated as of May 14, 1998
executed by St. JON Laboratories, Inc. in favor of Bank, by that certain
Security Agreement dated as of September 7, 1999 and executed by Virbac AH, Inc.
in favor of Bank, by that certain Security Agreement dated as of September 7,
1999 executed by Francodex Laboratories, Inc. in favor of Bank and by that
certain Security Agreement dated as of September 3, 2003 executed by Delmarva
Laboratories, Inc. in favor of Bank (as the same may from time to time be
amended, the "Security Agreements"), to which Security Agreements reference is
hereby made for a description of the security and a statement of the terms and
conditions upon which this Note is secured.

         This Note is also secured by that certain Deed of Trust and Security
Agreement dated September 9, 1993 and executed by PM Resources, Inc. in favor of
Katherine D. Knocke, as trustee for Bank and by that certain Deed of Trust and
Security Agreement dated September 3, 2003 executed by Virbac Corporation in
favor of David F. Weaver, as trustee for Bank (as the same may from time to time
be amended, the "Deeds of Trust"), to which Deeds of Trust reference is hereby
made for a description of the security and a statement of the terms and
conditions upon which this Note is secured.

         This Note is also secured by that certain Agreement of Pledge dated as
of September 7, 1999 and executed by Virbac Corporation in favor of Bank and by
that certain Agreement of Pledge dated as of September 7, 1999 and executed by
Virbac AH, Inc. in favor of Bank (collectively, as the same may from time to
time be amended, the "Pledge Agreements"), to which Pledge Agreements reference
is hereby made for a description of the additional security and a statement of
the terms and conditions upon which this Note is further secured.

         This Note is also secured by that certain Patent, Trademark and License
Security Agreement dated as of September 3, 2003 and executed by Virbac
Corporation in favor of Bank, by that certain Patent, Trademark and License
Security Agreement dated as of September 3, 2003 and executed by Virbac AH, Inc.
in favor of Bank and by that certain Patent, Trademark and License Security
Agreement dated as of September 3, 2003 and executed by Delmarva Laboratories,
Inc. in favor of Bank (collectively, as the same may from time to time be
amended, the "IP Security Agreements "), to which IP Security Agreements
reference is hereby made for a description of the additional security and a
statement of the terms and conditions upon which this Note is further secured.

         If any of the Borrowers shall fail to make any payment of any principal
of or interest on this Note as and when the same shall become due and payable,
or if an "Event of Default" (as defined therein) shall occur under or within the
meaning of the Loan Agreement, any of the Security Agreements, the Deeds of
Trust or any of the Pledge Agreements, Bank may, at its option, terminate its
obligation to make any additional loans under this Note and Bank may further
declare the entire outstanding principal balance of this Note and all accrued
and unpaid interest thereon to be immediately due and payable.

         In the event that any payment of any principal of or interest on this
Note shall not be paid when due, whether by reason of acceleration or otherwise,
and this Note shall be placed in the hands of an attorney or attorneys for
collection or for foreclosure of any of the Security Agreements, any of the
Deeds of Trust or any of the Pledge Agreements securing payment hereof or for
representation of Bank in connection with bankruptcy or insolvency proceedings
relating hereto, Borrowers jointly and severally promise to pay, in addition to
all other amounts otherwise due hereon, the reasonable costs and expenses of
such collection, foreclosure and representation, including, without limitation,
reasonable attorneys' fees and expenses (whether or not litigation shall be
commenced in aid thereof). All parties hereto severally waive presentment for
payment, demand, protest, notice of protest and notice of dishonor.


                                      -11-

<PAGE>

         This Note shall be governed by and construed in accordance with the
internal laws of the State of Missouri.

         This Revolving Credit Note is a renewal, restatement and continuation
of the obligations due Bank as evidenced by a Revolving Credit Note dated
February 7, 2005 from Borrower payable to the order of Bank in the maximum
principal amount of $20,000,000.00 (the "Prior Note"), and is not a novation
thereof. All interest evidenced by the Prior Note being amended and restated by
this instrument shall continue to be due and payable until paid.

                             VIRBAC CORPORATION


                             By: /s/ Jean M. Nelson
                                 ------------------
                                 Jean M. Nelson, Executive Vice President and
                                 Chief Financial Officer

                             PM RESOURCES, INC.


                             By: /s/ Jean M. Nelson
                                 ------------------
                                 Jean M. Nelson, Executive Vice President and
                                 Chief Financial Officer

                             ST. JON LABORATORIES, INC.


                             By: /s/ Jean M. Nelson
                                 ------------------
                                 Jean M. Nelson, Executive Vice President and
                                 Chief Financial Officer

                             VIRBAC AH, INC.


                             By: /s/ Jean M. Nelson
                                 ------------------
                                 Jean M. Nelson, Executive Vice President and
                                 Chief Financial Officer

                             FRANCODEX LABORATORIES, INC.


                             By: /s/ Jean M. Nelson
                                 ------------------
                                 Jean M. Nelson, Executive Vice President and
                                 Chief Financial Officer

                             DELMARVA LABORATORIES, INC.


                             By: /s/ Jean M. Nelson
                                 ------------------
                                 Jean M. Nelson, Executive Vice President and
                                 Chief Financial Officer


                                      -12-