<PAGE>

                    THIRD AMENDMENT TO FORBEARANCE AGREEMENT

      THIS THIRD AMENDMENT TO FORBEARANCE AGREEMENT, made and entered into as of
the 7th day of February, 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 and by a certain Second Amendment to Forbearance Agreement dated as of
August 9, 2004 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 February 7, 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 April 1, 2005, the consolidated balance sheet
      of Borrowers and their Consolidated Subsidiaries as of December 31, 2003
      and the related consolidated statements of income, retained earnings and
      cash flows for the fiscal year ended as of December 31, 2003, all with
      consolidating disclosures and setting forth in each case, in comparative
      form, the figures for the previous fiscal year, together with any and all
      restated financial statements (balance sheets and statements of income,
      retained earnings and cash flows) for the fiscal years (or any periods
      during the fiscal years) ending December 31, 2002, December 31, 2001 and
      December 31, 2000, 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. A new Section 1(b)(iii)(E) shall be added to the Forbearance Agreement
immediately following Section 1(b)(iii)(D) therein (which was added by the
Amendment to Forbearance Agreement) as follows:

            (E) on or before April 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 May 6,
      2005.

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

                  (b) Amendment to Consolidated Net Worth Covenant. Section
      7.1(i)(i) of the Loan Agreement shall be deleted in its entirety and in
      its place shall be substituted the following:.

                  (i) Maintain a minimum Consolidated Net Worth at all times
            during the Term hereof of not less than $26,300,000.00;

      5. 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 Twenty Million Dollars
            ($20,000,000.00) and otherwise amended on the terms and conditions
            set forth herein, with such loans to mature on May 6, 2005; and

      6. 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 May 6, 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.

                                      -2-
<PAGE>

      7. 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 May 6, 2005,
            together with all accrued and unpaid interest thereon, shall be due
            and payable on May 6, 2005 (the "Maturity Date").

      8. 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) ($440,000.00) for the month
            ending January 31, 2005, (B) ($440,000.00) for the month ending
            February 28, 2005, (C) ($55,000.00) for the month ending March 31,
            2005, and (D) ($55,000.00) for the month ending April 30, 2005;

      9. 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 refinance all of the Obligations on or
      before May 6, 2005, to verify Borrowers' compliance with this Agreement,
      or to ascertain whether any event of termination of the Standstill Period
      has occurred;

      10. Contemporaneously with the execution of this Third 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 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.

      11. Contemporaneously with the execution of this Third Amendment to
Forbearance Agreement, the compliance certificate in the form of Exhibit E to
the Credit Agreement shall be amended and restated in the form of the compliance
certificate attached hereto as Exhibit E. All references in the Credit
Agreement, the Forbearance Agreement, the Security Documents and the other
Transaction Documents to "Exhibit E," to the "compliance certificate," to a
"certificate of the principal financial officers or controllers of Borrowers in
the form attached hereto as Exhibit E" and other references of similar import
shall hereafter be amended and deemed to refer to the form of compliance
certificate as amended and restated in the form attached hereto as Exhibit E.

                                      -3-
<PAGE>

      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 Third Amendment to Forbearance Agreement and
all other documents, instruments and agreements relating to this Third 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 $37,500.00, 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 Third Amendment to
Forbearance Agreement and of the amended and restated Revolving Credit Note in
the form attached hereto as Exhibit B;

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

            (c) Execution and delivery by Bank One, NA of a Consent of
Participant, in form and substance acceptable to Lender, consenting to the terms
of this Third Amendment; and

            (d) 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
Third 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
Borrowers of this Third 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 Third 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,

                                      -4-
<PAGE>

agreements, action or inaction on the part of Lender occurring at any time prior
to the execution of this Third 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 Third Amendment to
Forbearance Agreement.

      18. This Third 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 Third 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 Third
Amendment to Forbearance Agreement and the Forbearance Agreement, the terms,
provisions and conditions of this Third 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 Third Amendment to
Forbearance Agreement, and "this writing" means the Credit Agreement, as amended
by the Forbearance Agreement and this Third Amendment to Forbearance Agreement,
the Note, the other Transaction Documents, all guaranties 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 Third
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.

                                      -5-
<PAGE>
      IN WITNESS WHEREOF, the parties hereto have executed this instrument as of
the date first written above effective as of the 7th day of February, 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, Chief Financial Officer

                                   Lender:

                                   FIRST BANK

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

                                      -6-
<PAGE>

                                    EXHIBIT B

                              Revolving Credit Note

$20,000,000.00                                               St. Louis, Missouri
                                                                February 7, 2005

      FOR VALUE RECEIVED, on May 6, 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 Twenty Million Dollars
($20,000,000.00), 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) Twenty Million
Dollars ($20,000,000.00), 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.

                                      -11-
<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 ___, 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.

                                      -12-
<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 August 9,
2004 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, Chief Financial Officer

                                    PM RESOURCES, INC.

                                    By: /s/ Jean M. Nelson
                                        ---------------------------------------
                                        Jean M. Nelson, Chief Financial Officer

                                    ST. JON LABORATORIES, INC.

                                    By: /s/ Jean M. Nelson
                                        ---------------------------------------
                                        Jean M. Nelson, Chief Financial Officer

                                    VIRBAC AH, INC.

                                    By: /s/ Jean M. Nelson
                                        ---------------------------------------
                                        Jean M. Nelson, Chief Financial Officer

                                    FRANCODEX LABORATORIES, INC.

                                    By: /s/ Jean M. Nelson
                                        ---------------------------------------
                                        Jean M. Nelson, Chief Financial Officer

                                    DELMARVA LABORATORIES, INC.

                                    By: /s/ Jean M. Nelson
                                        ---------------------------------------
                                        Jean M. Nelson, Chief Financial Officer

                                      -13-
<PAGE>

                                    EXHIBIT E

                             ________________, 20__

First Bank
135 North Meramec
St. Louis, Missouri 63105
Attention: Traci Dodson

Gentlemen:

            Reference is hereby made to that certain Credit Agreement dated
September 7, 1999, by and between you, Virbac Corporation, St. JON Laboratories,
Inc., PM Resources, Inc., Virbac AH, Inc., Francodex Laboratories, Inc. and
Delmarva Laboratories, Inc. (as amended through and including the date hereof,
the "Agreement"). All capitalized terms used and not otherwise defined herein
shall have the respective meanings ascribed to them in the Agreement.

            The undersigned hereby certify to you that as of the date hereof:

            (a) all of the representations and warranties set forth in Section 6
of the Agreement are true and correct as if made on the date hereof;

            (b) no violation or breach of any of the affirmative covenants set
forth in Section 7.1 of the Agreement has occurred and is continuing except as
expressly set forth in that certain Forbearance Agreement dated as of April 9,
2004 made by and between Borrowers and Bank, as amended by that certain
Amendment to Forbearance Agreement dated as of May 10, 2004 made by and between
Borrowers and Bank, that certain Second Amendment to Forbearance Agreement dated
as of August 9, 2004 made by and between Borrowers and Bank, and that certain
Third Amendment to Forbearance Agreement dated as of February 7, 2005 made by
and between Borrowers and Bank (as so amended, the "Forbearance Agreement");

            (c) no violation or breach of any of the negative covenants set
forth in Section 7.2 of the Agreement has occurred and is continuing except as
expressly set forth in the Forbearance Agreement;

            (d) no Default or Event of Default under or within the meaning of
the Agreement has occurred and is continuing except as expressly set forth in
the Forbearance Agreement;

            (e) the financial statements of Borrowers and their respective
Consolidated Subsidiaries delivered to you with this letter are true, correct
and complete and have been prepared in accordance with Generally Accepted
Accounting Principles consistently applied; and

                                      -14-
<PAGE>

            (f) the financial covenant information set forth in Schedule 1 to
this letter is true and correct.

                                        Very truly yours,

                                        VIRBAC CORPORATION

                                        By: ____________________________________
                                        Title: _________________________________

                                        PM RESOURCES, INC.

                                        By: ____________________________________
                                        Title: _________________________________

                                        ST. JON LABORATORIES, INC.

                                        By: ____________________________________
                                        Title: _________________________________

                                        VIRBAC AH, INC.

                                        By: ____________________________________
                                        Title: _________________________________

                                        FRANCODEX LABORATORIES, INC.

                                        By: ____________________________________
                                        Title: _________________________________

                                        DELMARVA LABORATORIES, INC.

                                        By: ____________________________________
                                        Title: _________________________________

                                      -15-
<PAGE>

                                   SCHEDULE 1

                         Financial Covenant Information

                         as of ________________, ______

            (All determined pursuant to Generally Accepted Accounting
        Principles and the definitions set forth in the Credit Agreement)

A. MINIMUM CONSOLIDATED EBITDA
   (FOR VIRBAC AND ITS CONSOLIDATED SUBSIDIARIES FOR THE MONTH ENDING
    ______________, ________)

1. Consolidated Net Income                                      $ ______________
2. Consolidated Interest Expense                                $ ______________
3. Consolidated Tax Expense                                     $ ______________
4. Depreciation and amortization expenses                       $ ______________

5. Consolidated EBITDA (Sum of A.1+A.2+A.3+A.4)                 $ ______________

6. Minimum Required Consolidated EBITDA per Section 7.1(i)(ii)  $ ______________

B. MINIMUM CONSOLIDATED NET WORTH
     (FOR VIRBAC AND ITS CONSOLIDATED SUBSIDIARIES AS OF THE MONTH ENDED
      ______________, _______)

1. Current Consolidated Net Worth                               $ ______________

2. Minimum Consolidated Net Worth required by Section 7.1(i)(i) $  26,300,000.00

                                      -16-