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                               VIRBAC CORPORATION
                                    FORM 10-Q
                               SEPTEMBER 30, 2003

Exhibit 10.14

Secured Subordinated Promissory Note for $3,000,000 by and among Virbac
Corporation, PM Resources, Inc., St. JON Laboratories, Inc., Francodex
Laboratories, Inc., Virbac AH, Inc., Delmarva Laboratories, Inc., and Virbac,
S.A., dated April 9, 2004.

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      THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED ("THE SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS. THIS
NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND NO INTEREST HEREIN MAY BE SOLD,
DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A)
THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND
APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING THIS
NOTE, (B) THE BORROWERS RECEIVE AN OPINION OF LEGAL COUNSEL ADDRESSED TO THE
HOLDER OF THIS NOTE (CONCURRED IN BY LEGAL COUNSEL FOR THE HOLDER) STATING THAT
SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THE BORROWERS ARE OTHERWISE
SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.

      THIS NOTE IS SUBJECT TO A SUBORDINATION AGREEMENT IN FAVOR OF FIRST BANK
DATED AS OF APRIL 9, 2004.

April 9, 2004                                                      $3,000,000.00

                               VIRBAC CORPORATION
                      SECURED SUBORDINATED PROMISSORY NOTE

      FOR VALUE RECEIVED, Virbac Corporation, a Delaware corporation (the
"Company"), PM Resources, Inc., a Missouri corporation ("PM"), St. Jon
Laboratories, Inc., a California corporation ("St. Jon"), Francodex
Laboratories, Inc., a Kansas corporation ("Francodex"), Delmarva Laboratories,
Inc., a Virginia corporation ("Delmarva") and Virbac AH, Inc., a Delaware
corporation ("AH", with Virbac , PM, St. Jon, Francodex, Delmarva and AH being
hereafter sometimes referred to individually as a "Borrower" and collectively as
the "Borrowers"), hereby promise to pay to the order of Virbac S. A. or its
registered assigns (the "Holder"), the maximum aggregate principal sum of Three
Million Dollars ($3,000,000.00) or such lesser amount of any loans made by
Holder to Borrowers as recorded on the books and records of Holder, together
with interest thereon at the rate(s) set forth in Section 1 below. This Secured
Subordinated Promissory Note (this "Note") shall be subordinate to the
indebtedness (the "Senior Indebtedness") of Borrowers under that certain Credit
Agreement, dated September 7, 1999, as previously amended, most recently by the
Seventh Amendment, dated March 1, 2004, and as the same may be further amended
hereafter (the "Credit Agreement") and the obligation of Borrowers to repay the
principal and interest due to the Holder under this Note shall be secured by a
collateral pledge of all the current and future assets of Borrowers pursuant to
the Security Agreement, dated of even date herewith, entered into by Borrowers
and the Holder named therein (the "Security Agreement"), which lien shall be
subordinate to any lien granted by Borrowers to secure payment of the Senior
Indebtedness pursuant to the terms of the Subordination Agreement entered into
by the Holder in favor of First Bank, dated of even date herewith. Upon payment
in full of all principal and interest payable hereunder, this Note shall be
surrendered to the Borrowers for cancellation.

<PAGE>

      At any time it is requesting a loan, the Company shall give written or
telecopy notice to Holder, which notice shall be irrevocable and shall be given
by no later than 9:00 a.m. (Central Time) four days prior to the date it
requests that Holder make a loan hereunder. Each such notice shall specify the
date the loan is requested (which shall be a business day) and the dollar amount
of such loan. Holder shall use commercially reasonable efforts to provide
currently available cash to Borrowers on the date specified in Borrowers'
request but shall not be liable to Borrowers or any other person if it fails to
provide currently available cash to Borrowers on or before the close of business
on the specified date if such failure is a result of the process and procedures
necessary to transfer cash balances across international borders.

      The following is a statement of the rights of the Holder and the
conditions to which this Note is subject, and to which the Holder, by the
acceptance of this Note, agrees:

1. Calculation of Interest.

      (a) From the date hereof until all of Borrowers' obligations under this
Note have been fully satisfied, the principal outstanding under this Note from
time to time shall bear interest on a basis of a 360-day year for the actual
number of days amounts are outstanding hereunder, at a variable rate initially
equal to five and one half percent (5.5%) per annum (the "Base Rate") as
adjusted in accordance with the provisions of subsection (b) below (such rate,
as adjusted, the "Adjusted Rate").

      (b) On the first day of each calendar month beginning with May 1, 2004
(each such day an "Interest Rate Adjustment Date"), the interest rate to be
charged against the outstanding principal balance for the remainder of that
calendar month will be recalculated by adding to the Base Rate such amount equal
to the higher of (i) the amount by which the Current One Month LIBOR US Dollar
Rate exceeds the LIBOR Reference Rate or (ii) the amount that the Current One
Month EURIBOR Rate exceeds the EURIBOR Reference Rate, provided, however, that:

            (i)   No adjustment shall be made to the Base Rate on any Interest
                  Rate Adjustment Date prior to the first Interest Rate
                  Adjustment Date until either the Current One Month LIBOR US
                  Dollar Rate exceeds the LIBOR Reference Rate or the Current
                  One Month EURIBOR Rate exceeds the EURIBOR Reference Rate,
                  respectively, by more than 50 basis points (0.5%); thereafter,
                  the Adjusted Rate will be adjusted on each Interest Rate
                  Adjustment Date as set forth in the first paragraph of this
                  Section l(b); and

            (ii)  Although the Adjusted Rate may decrease following any decrease
                  in the one month LIBOR Spot Rate or Current One Month EURIBOR
                  Rate, it shall not be adjusted below five and one half percent
                  (5.5%) per annum.

      (c) For purposes of the forgoing:

            (i)   "Current One Month LIBOR US Dollar Rate" means the average
                  rate of interest equal to the per annum rate of interest at
                  which United States dollar deposits with a duration of one
                  month are offered in the London

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<PAGE>

                  Interbank Market two business days prior to the applicable
                  Interest Rate Adjustment Date, as calculated and reported
                  daily by TELERATE

           (ii)   "Current One Month EURIBOR Rate" means the average rate of
                  interest equal to the per annum rate of interest at which Euro
                  deposits with a duration of one month are offered in the
                  London Interbank Market two business days prior to the
                  applicable Interest Rate Adjustment Date, as calculated and
                  reported daily by TELERATE.

          (iii)   "EURIBOR Reference Rate" means the Current One Month EURIBOR
                  Rate as measured on March 31, 2004 or 2.024%.

           (iv)   "LIBOR Reference Rate" means the Current One Month LIBOR US
                  Dollar Rate as measured on March 31, 2004 or 1.09%.

      (d) On the last day of each calendar month beginning April 30, 2004 the
amount of interest due under this Note shall be calculated by applying the
Adjusted Rate as determined on the first day of such calendar month (or with
respect to the April 30, 2004 calculation by applying 5.5%) to the daily
outstanding principal balance under this Note. In making this calculation,
amounts will be deemed outstanding as of the beginning of the business day on
which holder initiates the transfer of such funds to Borrowers regardless of the
date on which such funds actually become available to Borrower in the United
States. Following the monthly calculation of interest due on this Note as
provided above, Holder shall deliver a written invoice to Borrowers. Each
invoice delivered by Holder to Borrowers hereunder shall show in reasonable
detail the method used to calculate the amount of interest shown on each such
invoice and shall be reasonably presumptive evidence of the interest then due
and owing on the Note.

2. Payments. All payments due hereunder shall be paid in United States dollars
and shall be made by wire transfer of immediately available funds to the account
or accounts from time-to-time specified in writing by Holder. Payments shall be
deemed to have been made on the date on which Borrowers initiated the transfer
of funds regardless of the date on which such funds actually become available to
Holder. Payment of the principal and interest on this Note shall be due and
payable as provided below.

      (a)   Payments of interest on this Note shall be payable by Borrowers
            monthly, not more than three (3) business days following Borrowers'
            receipt of an invoice from Holder as set forth in Section l(d)
            above. Any accrual and unpaid interest outstanding as of the
            Maturity Date (as defined below) shall be paid together with the
            principal payment as provided in Section 2(b) below.

      (b)   The principal of this Note shall be due and payable in a single
            installment upon the earlier to occur of July 9, 2004 (the "Maturity
            Date") or an Event of Default (as defined in Section 3 hereof);
            provided, however, that the Maturity Date shall automatically be
            extended for up to three (3) periods of three months (with the last
            day of each such three (3) month period beginning an "Extended
            Maturity Date") unless Holder gives notice to Borrowers that it does
            not intend to extend

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            the applicable Maturity Date or Extended Maturity Date. Such notice
            must be provided no more than thirty (30) and not less than fifteen
            (15) days prior to the Maturity Date or Extended Maturity Date, as
            the case may be. Notwithstanding the foregoing, Borrowers may, at
            any time, prepay all or any portion of the principal of and accrued
            interest on this Note without premium or penalty.

      (c)   Each payment made by Borrowers shall be applied first to the
            reimbursement of any costs, fees and expenses accrued by Holder,
            together with interest thereon, as provided in Section 4(b) below,
            second to the payment of any and all late charges, third to the
            payment of any and all accrued and unpaid interest and fourth to the
            payment of the principal of this Note.

3. Events of Default. The following events shall constitute an "Event of
Default" under this Note:

      (a) Borrowers shall fail to pay any amount owed as required under the
terms of this Note.

      (b) Proceedings for the appointment of a receiver, trustee, liquidator or
custodian of any of Borrowers or all or a substantial part of the property
thereof, or an involuntary case or other proceedings seeking liquidation,
reorganization or other relief with respect to any of Borrowers or the debts
thereof under any bankruptcy, insolvency or other similar law now or hereafter
in effect shall be commenced, and an order for relief entered or such proceeding
shall not be dismissed, discharged or stayed within ninety (90) days of
commencement;

      (c) Any of Borrowers shall (i) apply for or consent to the appointment of
a receiver, trustee, liquidator or custodian of itself or of all or a
substantial part of its property, (ii) be unable, or admit in writing its
inability, to pay its debts generally as they come due, (iii) make a general
assignment for the benefit of its creditors, (iv) be dissolved or liquidated in
full or in part, (v) commence a voluntary case or other proceeding seeking
liquidation, reorganization or other relief with respect to itself or its debts
under any bankruptcy, insolvency or other similar law now or hereafter in effect
or consent to any such relief or to the appointment of or taking possession of
its property by any official in an involuntary case or other proceeding
commenced against it, or (vi) take any action for the purpose of effecting any
of the foregoing;

      (d) Any of Borrowers fail to satisfy in any material respect, or otherwise
breach, any of the representations, warranties or covenants in this Note or the
Security Agreement.

      (e) The occurrence and continuance of an Event of Default (as defined
therein) under the Security Agreement.

      (f) The occurrence and continuance of an event of default under the Credit
Agreement by and among Borrowers and Senior Lender dated September 7, 1999, as
amended, or any ancillary documents thereto.

If an Event of Default (other than an Event of Default specified in Section 3(c)
or Section 3(d) hereof) occurs and is continuing, then the Holder may declare
the outstanding principal amount and any accrued interest on this Note and all
other payments payable hereunder to be forthwith

                                       4
<PAGE>

due and payable immediately, without presentment, demand, protest or further
notice of any kind, all of which are hereby expressly waived by Borrower, to the
fullest extent permitted by applicable law. If an Event of Default specified in
Section 3(c) or Section 3(d) hereof occurs and is continuing, then the
outstanding principal amount and any accrued interest on this Note and all other
payments payable hereunder shall become and be immediately due and payable
without any declaration or other act on the part of the Holder, and the Holder
may take all actions or exercise remedies provided for pursuant to the Security
Agreement, or otherwise, with respect to the pledged Collateral (as defined in
the Security Agreement). The Holder by notice to the Company may rescind an
acceleration and its consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default have been cured or
waived, other than nonpayment of principal or interest that has become due
solely because of such acceleration. No such rescission shall affect any
subsequent default or impair any right thereto.

4. Miscellaneous.

      (a) Usury. It is the express intent of the Borrowers and the Holder hereto
that the payment of all or any portion of the outstanding principal amount of
and accrued interest under this Note be exempt from the application of any
applicable usury or similar laws under any state, federal or foreign
jurisdiction. Each of the Borrowers hereby irrevocably waive, to the fullest
extent permitted by law, any objection or defense which any Borrower, may now or
hereafter have to the payment when due of any and all Note principal or accrued
interest arising out of or relating to a claim of usury or similar laws and each
of the Borrowers hereby agrees that neither it nor any of its affiliates shall
in the future bring, commence, maintain, prosecute or voluntarily aid in any
action at law, proceeding in equity or other legal proceeding against the Holder
based on a claim that Borrowers' payment obligations under this Note violate the
usury or similar laws of any state, federal or foreign jurisdiction.
Notwithstanding the foregoing, in the event any interest is paid on this Note
which is deemed to be in excess of the then legal maximum rate, then that
portion of the interest payment representing an amount in excess of the then
legal maximum rate shall be deemed a payment of principal and applied against
the principal amount due under this Note.

      (b) Expenses. Borrowers agree to pay all costs of collection, including
reasonable attorneys' fees, incurred by the Holder in collecting or enforcing
this Note. The Borrowers agree to pay Holder upon demand, the amount of any and
all expenses, including fees, expenses and disbursements of Holder's counsel and
of any other expert or agent acting on Holders behalf, that Holder may incur in
collecting or enforcing this Note or in exercising rights under the Security
Agreement or the Subordination Agreement. Notwithstanding the forgoing, any
expense incurred by Holder as provided above shall be treated as an advance of
principal pursuant to this Note and shall bear interest at the then applicable
rate from the date such expense was incurred by Holder until the date paid by
the Borrowers.

      (c) Waiver. Any provision of this Note may be amended, waived or modified
upon the written consent of Borrowers and the Holder. A waiver or consent given
hereunder shall be effective only if in writing and in the specific instance and
for the specific purpose for which given.

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<PAGE>

      (d) Severability. In case any provision of this Note is deemed to be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions will not in any way be affected or impaired thereby.

      (e) Governing Law. This Note shall be governed by and construed in
accordance with the laws of the State of Delaware without regard to the
conflicts of law principles thereof.

      IN WITNESS WHEREOF, the undersigned has caused this Note to be duly
executed and delivered by its proper and duly authorized officer as of the date
first written above.

                                VIRBAC CORPORATION

                                By: /s/ David Eller
                                    -------------------
                                Name: David Eller
                                Title: President

                                PM RESOURCES, INC.

                                By: /s/ David Eller
                                    -------------------
                                Name: David Eller
                                Title: President

                                ST. JON LABORATORIES, INC.

                                By: /s/ David Eller
                                    -------------------
                                Name: David Eller
                                Title: President

                                FRANCODEX CORPORATION, INC.

                                By: /s/ David Eller
                                    -------------------
                                Name: David Eller
                                Title: President

                                DELMARVA CORPORATION, INC.

                                By: /s/ David Eller
                                    -------------------
                                Name: David Eller
                                Title: President

                                VIRBAC AH, INC.

                                By: /s/ David Eller
                                    -------------------
                                Name: David Eller
                                Title: President

                                        6
<PAGE>

                               SECURITY AGREEMENT

      This Security Agreement (hereinafter referred to as this "Security
Agreement") is made and entered into as of the 9th day of April, 2004, by and
between Virbac Corporation, a Delaware corporation ("Virbac"), PM Resources,
Inc., a Missouri corporation ("PM"), St. Jon Laboratories, Inc. a California
corporation ("St. Jon"), Francodex Laboratories, Inc., a Kansas corporation
("Francodex"), Delmarva Laboratories, Inc., a Virginia corporation ("Delmarva"),
Virbac AH, Inc., a Delaware corporation("AH", with Virbac, PM, St. Jon,
Francodex, Delmarva and AH being hereafter sometimes referred to individually as
a "Borrower" and collectively as the "Borrowers"), and Virbac S. A., a
corporation organized under the laws of the Republic of France (the "Secured
Party").

                                R E C I T A L S:

      WHEREAS, Virbac is in need of additional capital to fund working capital
and for other general corporate purposes;

      WHEREAS, in order to allow Virbac to meet its near-term capital
requirements, Secured Party is willing to loan Virbac up to $3,000,000.00 on the
terms and conditions set forth in that certain Secured Subordinated Promissory
Note of even duty herewith (the "Note"); and

      WHEREAS, it is a condition to Secured Party's willingness to advance any
funds to Borrowers pursuant to the Note or otherwise that the Borrowers enter
into this Security Agreement.

      NOW, THEREFORE, in consideration of the foregoing, the mutual promises and
covenants hereinafter set forth, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

      1. SECURITY INTEREST.

            (a) Borrowers hereby grant to Secured Party, for its benefit, a
      continuing security interest in, and do hereby collaterally assign,
      pledge, mortgage, convey and set over unto Secured Party, for its benefit,
      the Collateral (as defined herein) and all of Borrowers' present and
      hereafter acquired right, title and interest in and to the Collateral, for
      the purpose of securing full and punctual payment of amounts due the
      Secured Party arising under or in connection with the Note and the
      performance of all obligations, agreements, covenants, terms and
      conditions contained in the Note and herein as well as any renewals,
      extensions, refinancings and restructurings of the Note or any additional
      indebtedness which may be extended by Secured Party to Borrowers. For
      purposes hereof, Collateral shall mean all of the assets of Borrowers,
      wherever located, whether presently owned or hereafter acquired, as more
      fully described on Exhibit A attached hereto.

            (b) The Secured Party shall have a second priority security interest
      in and to the Collateral subordinate only to the security interest and
      rights granted pursuant to that certain Credit Agreement, dated September
      7, 1999, as previously amended, most recently by the Seventh Amendment,
      dated March 1, 2004, and as the same may be

<PAGE>

      hereafter amended (the "Credit Agreement"). The indebtedness evidenced by
      the Credit Agreement is hereinafter referred to as the "Senior
      Indebtedness" and the party who has, or parties who have, advanced funds
      to Borrowers pursuant to the Credit Agreement as hereinafter referred to
      both individually and collectively as the "Senior Lender". The rights and
      priorities of Secured Party and Senior Lender with respect to the
      Collateral are more fully set forth in that certain Subordination
      Agreement dated of even date herewith, entered into by Secured Party in
      favor of the Senior Lender (the "Subordination Agreement"). The security
      interests are granted as security only and shall not subject the Secured
      Party to, or transfer to the Secured Party, or in any way affect or
      modify, any obligation or liability of the Borrowers therewith.

      2. WARRANTIES, REPRESENTATIONS AND COVENANTS OF BORROWERS. Each of the
Borrowers hereby severally, not jointly, warrants, represents and covenants to
Secured Party as follows:

            (a) Each Borrower is a corporation duly organized, validly existing
      and in good standing under the laws of its respective jurisdiction of
      incorporation and is duly qualified or licensed to conduct business in
      each jurisdiction in which the nature of its business or its assets
      require such qualification or licensing under applicable law.

            (b) Borrowers are the sole owners of, and have good and marketable
      title to, each and any every part of Collateral, free from any lien,
      pledge, conditional sale contract, lease or other title retention
      agreement, security interest, encumbrance or any other adverse claim of
      any kind, except for the security interests granted to Senior Lender and
      to Secured Party hereunder. Borrowers will not permit any financing
      statement to be filed with respect to the Collateral or any portion
      thereof except in favor of Secured Party and Senior Lender.

            (c) The Collateral will not be used and was not purchased for
      personal, family or household purposes.

            (d) There is no legal, administrative or other proceeding pending
      or, to the best of Borrowers' knowledge, threatened against any Borrower
      or Borrowers' title to the Collateral or against Borrowers' grant of a
      security interest hereunder, nor do Borrowers know of any basis for the
      assertion of any such claim.

            (e) At the request of Secured Party, Borrowers have or will join
      Secured Party in executing one or more financing statements, in form
      satisfactory to Secured Party, identifying the Collateral and evidencing
      the security interest of Secured Party in the Collateral pursuant to the
      requirements of the Uniform Commercial Code in effect in Delaware from
      time to time (the "UCC"). Borrowers will pay the cost of filing the same
      or other suitable documents in all public offices wherever filing is
      deemed by Secured Party to be necessary or desirable. When the UCC
      financing statements and any other filings necessary to perfect the
      security interests granted hereby in appropriate form are filed with the
      appropriate offices, the security interests shall constitute valid and
      perfected security interests in all of the Collateral that may be
      perfected by such filings, subordinate to the liens and rights of Senior
      Lender but prior to all other liens and rights of others therein.

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<PAGE>

            (f) Except for sales of inventory permitted in the ordinary course
      of their businesses and consistent with past practices, without the prior
      written consent of Secured Party, Borrowers will not sell, exchange,
      dispose of, lease, offer to sell or otherwise transfer or otherwise deal
      with the Collateral or any portion or interest therein, unless
      simultaneously therewith new items of Collateral, which items may be
      similar to those proposed to be disposed of and which shall be of equal or
      greater value, are substituted therefor. All after-acquired property of
      Borrowers and all additions or replacements acquired pursuant to the
      provisions of this paragraph shall immediately be and become, without any
      other act on the part of Borrowers, subject to the security interest and
      lien created pursuant to this Security Agreement. If the Collateral or any
      part thereof is sold, transferred, exchanged, or otherwise disposed of,
      the security interest of Secured Party shall extend to the proceeds of
      such sale, transfer, exchange or other disposition.

            (g) Borrowers shall cause, as of the date hereof, and shall cause
      the Collateral at all times to be kept insured at their own expense under
      one or more policies, for such periods and amounts and against such risks
      and liabilities, and in such form as are in accordance with prudent
      industry practices. Borrowers will promptly notify Secured Party of any
      loss or damage to the Collateral and such insurance shall be for the full
      replacement value of the Collateral. In the event of foreclosure or sale
      under this Security Agreement, all right, title and interest of Borrowers
      in and to any insurance policies then in force shall pass to the purchaser
      at any such sale, and Secured Party is hereby appointed attorney-in-fact
      for Borrowers to assign and transfer said policies.

            (h) Borrowers will properly care for and keep the Collateral in good
      condition and repair and will not misuse, abuse, allow to deteriorate,
      waste or destroy the Collateral or any part thereof, except for reasonable
      wear and tear in the course of its normal and expected use.

            (i) With respect to Borrowers' use or ownership of the Collateral or
      the conduct of their respective businesses, Borrowers will not engage in
      any material violation of any law, statute or governmental rules,
      regulation or ordinance.

            (j) Borrowers will pay or cause to be paid all taxes and assessments
      assessed against the Collateral when the same become due and payable.

            (k) At Secured Party's request, Borrowers will, at their own
      expense, execute or procure any document, and do all other acts which from
      the character or use of the Collateral may be reasonably necessary to
      protect and defend the Collateral against any and all rights, claims or
      interests of third persons, and will otherwise preserve the Collateral as
      security hereunder.

            (l) Borrowers shall furnish promptly to Secured Party such
      information concerning the Collateral as Secured Party may from time to
      time request. Borrowers shall permit and hereby authorize Secured Party to
      examine and inspect the Collateral and any portion thereof wherever the
      same may be located and hereby grant Secured

                                       3
<PAGE>

      Party full access to, and the right to audit, any and all of any
      Borrowers' books and records pertaining to the Collateral for the purpose
      of verifying the value of Collateral.

            (m) Borrowers will promptly notify Secured Party of any change in
      the location of any Collateral or change in any of Borrowers' corporate
      names, trade names or their form of doing business.

      3. DEFAULT. If one or more of the events described in subsections (a)
through (g) of this Section 3 shall happen and be continuing, each of such
events shall be referred to as an "Event of Default":

            (a) Default shall be made by Borrowers (i) in the payment of
      principal of the Note when and as the same shall become due and payable,
      whether at maturity thereof or otherwise, or (ii) in the payment of
      interest on the Note when and as the same shall become due and payable in
      accordance with the provisions of the Note; or

            (b) Default shall be made by Borrowers (i) in the performance or
      observance of any other of the covenants, conditions or agreements on the
      part of Borrowers, their respective successors or assigns, set forth
      herein or in the Note, or (ii) by the existence or occurrence of any Event
      of Default as defined in the Note; or

            (c) Borrowers fail to satisfy, in any material respect, or otherwise
      breach any representations, warranties or covenants contained herein or in
      the Note; or

            (d) The occurrence and continuance of an event of default under the
      Credit Agreement by and among Borrowers and Senior Lender dated September
      7, 1999, as amended or any ancillary document thereto; or

            (e) A decree or order by a court having jurisdiction in the premises
      shall have been entered adjudging any of the Borrowers bankrupt or
      insolvent, or approving as properly filed a petition seeking
      reorganization, readjustment, arrangement, composition or similar relief
      for any of the Borrowers under the federal bankruptcy laws, or any other
      similar applicable federal or state law, and such decree or order shall
      have continued undischarged and unstayed for a period of 60 days; or a
      decree or order of a court having jurisdiction in the premises for the
      appointment of a receiver or liquidator or trustee or assignee in
      bankruptcy or insolvency of any of the Borrowers or a substantial part of
      the property of any of the Borrowers, or for the winding up or liquidation
      of its affairs, shall have been entered, and such decree or order shall
      have remained in force, undischarged and unstayed for a period of 60 days;
      or any property of any of the Borrowers shall be sequestered or attached
      and shall not be returned to the possession of any of the Borrowers or
      released from such attachment within 60 days thereafter; or

            (f) Any of the Borrowers shall institute proceedings to be
      adjudicated a voluntary bankrupt, or insolvent or shall consent to the
      filing of a bankruptcy proceeding against it, or shall file a petition or
      answer or consent seeking reorganization, readjustment, arrangement,
      composition or similar relief under the federal bankruptcy laws, or any
      other similar applicable federal or state law, or shall consent to the
      filing of any such petition, or shall consent to the appointment of a
      receiver or liquidator or

                                       4
<PAGE>

      custodian or trustee or assignee in bankruptcy or insolvency of it or of a
      substantial part of its assets or admit its inability to pay its debts
      generally as they become due or the making by it of an assignment for the
      benefit of creditors, or corporate action shall be taken by any of
      Borrowers in furtherance of any of the aforesaid purposes; or

            (g) The occurrence of any deterioration, depreciation, destruction
      or impairment of the condition or value of the Collateral, or any part
      thereof, which causes the Collateral to become unsatisfactory to Secured
      Party as to its character or value.

Then, in any such case, Secured Party may upon further written notice from
Secured Party to Borrowers declare the aggregate principal amount of the Note,
and all interest due or to become due, to be due and payable immediately,
without demand or notice and upon any such declaration the aggregate principal
amount of the Note and said accrued interest shall be immediately due and
payable and, Secured Party may thereupon proceed to collect the same and to
protect and enforce Secured Party's rights either by suit in equity, or by
action at law, or by other appropriate proceedings whether for the specific
performance (to the extent permitted by law) or any covenant or agreement
contained herein or in the Note or in aid of the exercise of any power granted
herein or in the Note, and proceed to enforce the payment of the Note and to
enforce any other legal or equitable right of Secured Party.

      4. REMEDIES. Subject to the rights of Senior Lender as set forth in the
Subordination Agreement, if any Event of Default shall have occurred and be
continuing Secured Party may:

            (a) Secured Party may sell or otherwise dispose of the Collateral as
      described in Section 5(e) below or exercise any of the rights conferred
      upon Secured Party under the Note or hereunder without affecting in any
      way any other rights or remedies to which Secured Party may be entitled;

            (b) Make such payments and do such acts as Secured Party may deem
      necessary to protect its security interest in the Collateral, including
      without limitation, paying, purchasing, contesting or compromising any
      encumbrance, charge, claim or lien which is prior to or superior to the
      security interest granted hereunder, and, in exercising any such powers or
      authority, pay all expenses incurred in connection therewith, and all
      funds expended by Secured Party in protecting its security interest shall
      be deemed additional indebtedness secured by this Security Agreement;

            (c) For the purpose of enforcing any and all rights and remedies
      under this Security Agreement, Secured Party may (i) require Borrowers to,
      and each of Borrowers agrees that it will, upon the request of Secured
      Party, assemble all or any part of the Collateral as directed by Secured
      Party and make it available at a place designated by Secured Party which
      is, in Secured Party's opinion, reasonably convenient to Secured Party and
      Borrowers, whether at the premises of any of Borrowers or otherwise, (ii)
      to the extent permitted by applicable law, enter, with or without process
      of law and without breach of the peace, any premise where any such
      Collateral is or may be located and, without charge or liability to
      Secured Party, seize and remove such Collateral from such premises, (iii)
      have access to and use Borrowers' books and records, computers and
      software relating to the Collateral, and (iv) prior to the disposition of
      any of the

                                       5
<PAGE>

      Collateral, store or transfer such Collateral without charge in or by
      means of any storage or transportation facility owned or leased by
      Borrowers, process, repair or recondition such Collateral or otherwise
      prepare it for disposition in any manner and to the extent Secured Party
      deems appropriate and, in connection with such preparation and
      disposition, use without charge any trademark, trade name, copyright,
      patent or technical process used by Borrowers;

            (d) Publicly or privately sell or otherwise dispose of the
      Collateral as described in Section 5(e) below, without necessarily having
      the Collateral at the place of sale or disposition, and upon terms and in
      such manner as Secured Party may determine. Secured Party may be a
      purchaser of the Collateral at any public sale. Unless the Collateral is
      perishable or threatens to decline speedily in value or is of a type
      customarily sold on a recognized market, Secured Party will give Borrowers
      reasonable notice of the time and place of any public sale thereof or of
      the time after which any private sale or any other intended disposition
      thereof is to be made, and such notice, if given to the Borrowers at least
      twenty (20) days prior to the date of any public sale or disposition or
      the date after which any private sale or disposition may occur, shall
      constitute reasonable notice of such sale or other disposition;

            (e) In accordance with the provisions of Section 5 below, notify any
      account of Borrowers or any other party obligated on or with respect to
      any of the Collateral to make payment to Secured Party or its nominee of
      any amounts due or to become due thereunder or with respect thereto and
      otherwise perform its obligations with respect to the Collateral on behalf
      of and for the benefit of Secured Party. Secured Party may enforce
      collection and performance with respect to any of the Collateral by suit
      or otherwise, in its own name or in the name of any of Borrowers or a
      nominee, and surrender, release or exchange all or any part thereof; and
      compromise, extend or renew (whether or not for longer than the original
      period) or transfer, assign or endorse for collection or otherwise, any
      indebtedness or obligation with respect to the Collateral, or evidenced
      thereby, and upon request of Secured Party, Borrowers will, at their own
      expense, notify any person obligated on or with respect to any of the
      Collateral to make payment and performance directly to, in the name of,
      and on behalf of Secured Party of any amounts or performance due or to
      become due thereunder or with respect thereto; and

            (f) Exercise any remedies of a Secured Party under the Uniform
      Commercial Code or any other applicable law.

            (g) Terminate any agreement or commitment of Secured Party for the
      granting of further credit to Borrowers.

      The proceeds of any sale under this Section 4 shall be applied first to
the payment of any sums owing to the Secured Party pursuant to the provisions of
the Note and this Security Agreement, with any funds remaining after payment of
the foregoing to be paid to Borrowers.

                                       6
<PAGE>

      Secured Party shall have the right to enforce one or more remedies
hereunder, successively or concurrently, and such action shall not operate to
estop or prevent Secured Party from pursuing any further remedy which it may
have, and any repossession or retaking or sale of the Collateral pursuant to the
terms hereof shall not operate to release Borrowers until full payment of any
deficiency has been made in cash.

      5. GENERAL AUTHORITY. Each of Borrowers hereby irrevocably appoints
Secured Party its true and lawful attorney-in-fact (whether before or after an
Event of Default), with full power of substitution, in the name of Borrowers,
Secured Party or otherwise, for the sole use and benefit of Secured Party, but
at Borrowers' expense, to exercise, in Secured Party's sole and absolute
discretion, at any time all or any of the following powers:

            (a) to file the financing statements, financing statement amendments
      and continuation statements referred to in Section 2(e),

            (b) to file the Grant of Security Interest in Patents and Grant of
      Security Interest in Trademarks with the United States Patent and
      Trademark Office,

            (c) to demand, sue for, collect, receive and give acquittance for
      any and all monies due or to become due with respect to any Collateral or
      by virtue thereof,

            (d) to settle, compromise, compound, prosecute or defend any action
      or proceeding with respect to any Collateral,

            (e) to sell, transfer, assign or otherwise deal in or with the
      Collateral or the proceeds or avails thereof, as fully and effectually as
      if Secured Party were the absolute owner thereof, and

            (f) to extend the time of payment of any or all thereof and to make
      any allowance and other adjustments with reference to the Collateral,

provided, however, that the powers described in clauses (c), (d), (e) and (f)
above may be exercised by Secured Party only if an Event of Default then exists.
The power-of-attorney granted by Borrowers to Secured Party pursuant to this
Section 5 is coupled with an interest and shall be irrevocable during the terms
of this Security Agreement.

      6. PRESERVATION OF COLLATERAL BY SECURED PARTY. Should Borrowers fail or
refuse to make any payment, perform or observe any other covenant, condition or
obligation, or take any other action required by the terms of this Security
Agreement or the Note at the time or in the manner provided, then Secured Party
may, at Secured Party's sole discretion, without notice to or demand upon
Borrowers, and without releasing Borrowers from any obligation, covenant or
condition hereof or under the Note, make, perform, observe, or take any action
as Secured Party may deem necessary to protect its security interest in or
receive the value of the Collateral, including, but not limited to, the sale of
the Collateral. Furthermore, Secured Party may commence, defend, appeal or
otherwise participate in any action or proceeding purporting to affect its
security interest in or the value of the Collateral.

                                       7
<PAGE>

      7. NOTICES. All notices, requests, demands or other communication which
any party hereto may desire or may be required to give to any other party shall
be in writing, and shall be deemed given (i) if and when personally delivered,
or on the second business day after being deposited in United States mail
registered or certified, postage prepaid, or (ii) if and when sent by facsimile
transmission, and addressed to a party at its address set forth below, or to
such other address as such party may have designated to all other parties by
written notice in accordance herewith:

             If to Secured Party:         Virbac S.A.
                                          13 eme rue LID-BP 27
                                          06511 Carros cedex
                                          France
                                          Attention: Michel Garaudet,
                                          Chief Financial Officer
                                          Facsimile No.: 011 33 492 087 132

             with a copy to:              Virbac S.A.
                                          13 eme rue LID-BP 27
                                          06511 Carros cedex
                                          France
                                          Attention: Gerard Sicsic,
                                          General Counsel
                                          Facsimile No.: 011 33 492 087 132

             If to Borrowers:             Virbac Corporation
                                          3200 Mecham Boulevard
                                          Fort Worth, Texas 76137
                                          United States
                                          Attention: Chief Financial Officer or
                                          Chief Executive Officer
                                          (817)831-8327

             with a copy to:              McGuireWoods LLP
                                          150 North Michigan Avenue
                                          Suite 2500
                                          Chicago, Illinois 60601
                                          Attention: David S. Guin, Esq.
                                          Facsimile No.: (312) 920-7249

      8. WAIVER. By exercising or failing to exercise any of its rights, options
or elections hereunder or under the Note, Secured Party shall not be deemed to
have waived any breach or default on the part of Borrowers or to have released
Borrowers from any of their obligations hereunder or under the Note, unless such
waiver or release is in writing and signed by Secured Party. In addition, the
waiver by Secured Party of any breach hereof or default in payment of any
amounts due under the Note shall not be deemed to constitute a waiver of any
succeeding breach or default.

      9. BINDING AGREEMENT. This Security Agreement and the Note shall be
binding upon Borrowers, its successors and assigns and all other persons or
entities claiming under or

                                       8
<PAGE>

through Borrowers, and the word "Borrowers," when used herein, shall include all
such persons or entities and any others liable for the payment of the
indebtedness secured hereby or any part thereof, whether or not they have
executed the Note or this Security Agreement. The word "Secured Party," when
used herein, shall include Secured Party's successors and assigns, including all
other holders, from time to time, of the Note.

      10. GOVERNING LAW; INTERPRETATION WAIVER OF JULY TRIAL. This Security
Agreement shall be governed by the laws of the State of Delaware. Wherever
possible, each provision of this Security Agreement shall be interpreted in such
a manner as to be effective and valid under applicable law, but if any provision
of this Security Agreement shall be prohibited by or invalid under such law,
such provision shall be ineffective to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Security Agreement. Time is of the essence in this
Security Agreement. The Secured Party and each of the Borrowers waive trial by
jury in any dispute arising from, under or in connection with this Security
Agreement.

      11. MISCELLANEOUS.

            (a) Amendment. Neither this Security Agreement nor any provision
      hereof may be amended, modified, waived, discharged or terminated, nor may
      any of the Collateral be released, except by an instrument in writing duly
      signed by or on behalf of Secured Party hereunder.

            (b) Survival of Representations and Warranties. All representations,
      warranties and covenants of Borrowers made in this Security Agreement and
      the Note shall survive until all of the obligations of Borrowers under the
      Note shall have been fully paid and satisfied.

            (c) Headings. The Section headings are used herein for convenience
      of reference only and shall not define or limit the provisions of this
      Security Agreement.

            (d) Further Assurances. Each of Borrowers agrees that it will take
      all such further actions, including, but not limited to, the filing of UCC
      financing or continuation statements, or amendments thereto, and such
      other instruments or notices, as may be reasonably necessary to perfect
      and preserve the security interests granted or purported to be granted
      hereby. With respect to the foregoing and the grant of the security
      interest hereunder, each of Borrowers hereby authorizes Secured Party to
      file one or more financing or continuation statements, and amendments
      thereto, relative to all or any part of the Collateral without the
      signature of Borrowers where permitted by law. A carbon, photographic or
      other reproduction of this Security Agreement or any financing statement
      covering the Collateral or any part thereof shall be sufficient as a
      financing statement where permitted by law. Each of Borrowers further
      agrees to furnish to Secured Party, from time to time, at Secured Party's
      request, statements and schedules further identifying and describing the
      Collateral and such other books, records and reports in connection with
      the Collateral as Secured Party may reasonably request, all in reasonable
      detail. Each of Borrowers shall maintain books and records showing the
      Collateral in accordance with sound accounting and management practices.
      Secured Party shall have

                                       9
<PAGE>

      the right to examine each of Borrowers' books and records upon reasonable
      prior notice and during normal business hours at any time.

            (e) Expenses. Borrowers will upon demand pay to Secured Party the
      amount of any and all expenses, including the fees, expenses and
      disbursements of its counsel, and of any experts or agents which Secured
      Party may incur in connection with (i) the administration of this Security
      Agreement, (ii) the custody, preservation, use or operation of, or the
      sale of, collection from or other realization upon, any of the Collateral,
      (iii) the exercise or enforcement of any of the rights of Secured Party
      hereunder, or (iv) the failure by Borrowers to perform or observe any of
      the provisions hereof. Notwithstanding the forgoing, all expenses of the
      Secured Party as provided above shall be treated as advances of principal
      and shall accrue interest in accordance with the provisions of Section
      4(b) of the Note.

              [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

                                       10
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Security Agreement
to be executed by their respective officers thereunto duly authorized as of the
day and year first above written.

                                       BORROWERS:

                                       VIRBAC CORPORATION
                                       A DELAWARE CORPORATION

                                       By: /s/ David G. Eller
                                           ------------------
                                       Name: DAVID G. ELLER
                                       Title: PRESIDENT

                                       PM RESOURCES, INC.
                                       A MISSOURI CORPORATION

                                       By: /s/ David G. Eller
                                           ------------------
                                       Name: DAVID G. ELLER
                                       Title: PRESIDENT

                                       ST. JON LABORATORIES, INC.
                                       A CALIFORNIA CORPORATION

                                       By: /s/ David G. Eller
                                           ------------------
                                       Name: DAVID G. ELLER
                                       Title: PRESIDENT

                                       FRANCODEX LABORATORIES, INC.
                                       A KANSAS CORPORATION

                                       By: /s/ David G. Eller
                                           ------------------
                                       Name: DAVID G. ELLER
                                       Title: PRESIDENT

                                       DELMARVA LABORATORIES, INC.
                                       A VIRGINIA CORPORATION

                                       By: /s/ David G. Eller
                                           ------------------
                                       Name: DAVID G. ELLER
                                       Title: PRESIDENT

                                       11
<PAGE>

                                       VIRBAC AH, INC.
                                       A DELAWARE CORPORATION

                                       By: /s/ David G. Eller
                                           ------------------
                                       Name: DAVID G. ELLER
                                       Title: PRESIDENT

                                       SECURED PARTY:

                                       VIRBAC S. A.
                                       A COMPANY ORGANIZED UNDER THE LAWS OF
                                       THE REPUBLIC OF FRANCE

                                       By: _____________________________________
                                       Name: ___________________________________
                                       Title: __________________________________

                                       12
<PAGE>

                                       VIRBAC AH, INC.
                                       A DELAWARE CORPORATION

                                       By: _____________________________________
                                       Name: ___________________________________
                                       Title: __________________________________

                                       SECURED PARTY:

                                       VIRBAC S. A.
                                       A COMPANY ORGANIZED UNDER THE LAWS OF
                                       THE REPUBLIC OF FRANCE

                                       By: /s/ Eric Maree
                                           -------------------------------------
                                       Name: Eric Maree
                                       Title: President of the Management Board

APPROUVE PAR SERVICE JURIDIQUE
APPROVED BY LEGAL DEPARTMENT

                                       12
<PAGE>

                                    EXHIBIT A

DEBTORS:          Virbac Corporation, PM Resources, Inc., St. Jon Laboratories,
                  Inc., Francodex Laboratories, Inc., Delmarva Laboratories,
                  Inc., Virbac AH, Inc.

SECURED PARTY:    Virbac S. A.

                            DESCRIPTION OF COLLATERAL

      The term "Collateral" shall mean, and the Collateral shall include all
assets and rights of the Borrowers, including, without limitation, all:

      (a)   inventory;

      (b)   accounts or notes receivable, accounts, including deposit accounts,
            drafts and other obligations and/or indebtedness owing to Borrowers;

      (c)   contract rights, books, records, chattel paper documents and
            instruments;

      (d)   motor vehicles, equipment, machinery;

      (e)   all patents, patent applications and other related rights including
            but not limited to, trust patents, patent applications and other
            rights;

      (f)   all trademarks, service marks, applications for trademarks, or
            service marks and other related rights including but not limited to,
            those trademarks, service marks, application for trademarks and
            service marks and other related rights;

      (g)   all product registration, product registration dossiers, permits,
            franchises, certificates, authorizations and approvals, application
            for the same and other related rights, including but not limited to,
            the product registration, permits, franchises, certificates,
            authorizations and approvals, applications for the same and other
            related rights;

                                       13
<PAGE>

      (h)   all of Borrowers' other intellectual proprietary rights and all
            other proprietary rights and confidential information, technology,
            processes, technical and scientific data, trade secrets, computer
            programs, source codes, customer lists, sales literature, catalogs,
            price lists, formulas and trial results and other similar rights or
            information;

in each case whether now owned or hereafter acquired by Borrowers and whether
now existing or hereafter created or arising and including all addition,
replacements, authorizations and accessories, all goodwill associated therewith
and any and all products, proceeds and revenues derived therefrom.

                                       14
<PAGE>

                             SUBORDINATION AGREEMENT

      1. To induce FIRST BANK ("Lender"), to now or hereafter lend or advance
monies, issue letters of credit and/or otherwise extend credit to or for the
account of 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 to better secure Lender in respect
thereof, the undersigned, VIRBAC S. A., a business organized under the laws of
the Republic of France (the "Subordinating Creditor"), agrees to and hereby
subordinates the payment and performance of any and all indebtedness (principal,
interest (including, without limitation, interest accruing after the
commencement of a bankruptcy or insolvency proceeding by or against Borrowers,
or any of them, whether or not allowed in such proceeding), fees, collection
costs and expenses and other amounts), liabilities and obligations (including,
without limitation, guaranty obligations and indemnity obligations) which
Borrowers, or any of them, may now or at any time or times hereafter owe to the
Subordinating Creditor, including, without limitation, the present and future
indebtedness (principal, interest (including, without limitation, interest
accruing after the commencement of a bankruptcy or insolvency proceeding by or
against Borrowers, or any of them, whether or not allowed in such proceeding),
fees, collection costs and expenses and other amounts), liabilities and
obligations of Borrowers, or any of them, to the Subordinating Creditor
evidenced by or arising under or in respect of that certain Virbac Corporation
Secured Subordinated Promissory Note of Borrowers dated April 9, 2004 and
payable to the order of the Subordinating Creditor in the original principal
amount of $3,000,000.00 (the "Subordinated Note"), as the same may from time to
time be amended, modified, extended, renewed or restated (hereinafter
collectively referred to as the "Subordinated Indebtedness") together with any
and all guaranties, collateral and other security, if any, for the payment of
any of the Subordinated Indebtedness, to any and all indebtedness (principal,
interest (including, without limitation, interest accruing after the
commencement of a bankruptcy or insolvency proceeding by or against Borrowers,
or any of them, whether or not allowed in such proceeding), fees, collection
costs and expenses and other amounts), liabilities and obligations (including,
without limitation, guaranty obligations, letter of credit reimbursement
obligations and indemnity obligations) which Borrowers, or any of them, may now
or at any time or times hereafter owe to Lender, including, without limitation,
the present and future indebtedness (principal, interest (including, without
limitation, interest accruing after the commencement of a bankruptcy or
insolvency proceeding by or against Borrowers, or any of them, whether or not
allowed in such proceeding), fees, collection costs and expenses and other
amounts), liabilities and obligations (including, without limitation, guaranty
obligations, letter of credit reimbursement obligations and indemnity
obligations) of Borrowers to Lender evidenced by or arising under or in respect
of (a) that certain Credit Agreement dated as of September 7, 1999 made by and
among Borrowers and Lender, as previously amended and as the same may from time
to time be further amended, modified, extended, renewed or restated (the "Senior
Loan Agreement"; all capitalized terms used and not otherwise defined in this
Agreement shall have the respective meanings ascribed to them in the Senior Loan
Agreement), (b) that certain Revolving Credit Note dated September 3, 2003 in
the original principal amount of up to Thirty Million Dollars ($30,000,000.00)
made by Borrowers payable to the order of Lender as therein set forth, as
previously amended and as the same may from time to time be further amended,
modified, extended, renewed or restated (the "Note"), and/or (c) any of the
other Transaction Documents (hereinafter collectively referred to as the "Senior
Indebtedness").

      2. The Subordinating Creditor hereby covenants and agrees with Lender
that, except for the payment of the Permitted Payments to the extent permitted
by Paragraph 3 of this Agreement, Borrowers will not pay, and the Subordinating
Creditor will not demand or accept payment of or assert or seek to

<PAGE>

enforce against any of the Borrowers, any of the Subordinated Indebtedness
(principal, interest, fees, collection costs and expenses and/or other amounts)
or any guaranties, collateral or other security thereto appertaining unless and
until (a) all of the Senior Indebtedness has been fully, finally and
indefeasibly paid in cash, (b) all financing arrangements and commitments
between Lender and Borrowers relating to the creation and/or incurrence of any
of the Senior Indebtedness have been terminated, (c) no letters of credit issued
by Lender for the account of and/or upon the application of any of the Borrowers
remain outstanding and (d) the Senior Loan Agreement has expired or been
terminated in accordance with its terms.

      3. So long as no Default or Event of Default under or within the meaning
of the Senior Loan Agreement has occurred and is continuing or would be created
by or result from such payment, Borrowers may pay to the Subordinating Creditor,
and the Subordinating Creditor may accept from Borrowers: (i) regularly
scheduled payments of interest only, when due, on the Subordinated Note and past
due payments of interest on the Subordinated Note (which shall not include any
payments due or past due as a result of any acceleration of the Subordinated
Note), and (ii) in the event of an equity offering is made by Virbac
Corporation, provided the net proceeds received by Virbac from such equity
offering are used, first, to repay any and all overadvance amounts (i.e. the
amount by which Borrowers' outstanding Senior Indebtedness then exceeds their
Borrowing Base under the Senior Loan Agreement and the Note) and repayment of
such overadvance amounts has been acknowledged by Lender in writing, then the
remainder of such net proceeds from any such equity offering by Virbac may be
used to repay the principal of the Subordinated Indebtedness (collectively (i)
and (ii) are referred to herein as the "Permitted Payments"). The Subordinating
Creditor hereby acknowledges and agrees that (a) the Subordinated Note may not
be modified or amended without the prior written consent of Lender, (b) payments
of principal on the Subordinated Note shall not be Permitted Payments except
upon the conditions set forth in clause (ii) above, (c) prepayments of the
Subordinated Note shall not be Permitted Payments except upon the conditions set
forth in clause (ii) above, and (d) payments pursuant to any acceleration of the
Subordinated Note shall not be Permitted Payments. Notwithstanding the
foregoing, the Subordinating Creditor shall have no right to enforce payment of
any of the Permitted Payments against any of the Borrowers, or to otherwise take
any action against any of the Borrowers or any property or assets of any of the
Borrowers (including, without limitation, any property or assets of any Borrower
pledged as collateral to secure any of the Senior Indebtedness), unless and
until (a) all of the Senior Indebtedness has been fully, finally and
indefeasibly paid in cash, (b) all financing arrangements and commitments
between Lender and Borrowers relating to the creation and/or incurrence of any
of the Senior Indebtedness have been terminated, (c) no letters of credit issued
by Lender for the account of and/or upon the application of any of the Borrowers
remain outstanding and (d) the Senior Loan Agreement has expired or been
terminated in accordance with its terms.

      4. In the event any of the Borrowers makes any assignment or other
arrangement for the benefit of its creditors or any bankruptcy, receivership,
reorganization, dissolution, insolvency or other similar proceeding is filed or
otherwise initiated by, against or involving any Borrower (each, a
"Proceeding"), (a) all of the Senior Indebtedness shall first be paid in full in
cash before any payment shall be made on or with respect to any of the
Subordinated Indebtedness, (b) any payment which, but for the terms of this
Agreement, would be payable or deliverable on or in respect of any of the
Subordinated Indebtedness shall be paid or delivered directly to Lender to be
applied as a payment on the Senior Indebtedness (or, at Lender's option, as
collateral for any outstanding Senior Indebtedness) until (i) all of the Senior
Indebtedness has been fully, finally and indefeasibly paid in cash, (ii) all
financing arrangements and commitments between Lender and the Borrowers relating
to the creation and/or incurrence of any of the Senior Indebtedness have been
terminated, (iii) no letters of credit issued by Lender for the account of
and/or upon the application of any of the Borrowers remain outstanding and (iv)
the Senior Loan Agreement has expired or been terminated in accordance with its
terms, and the

                                      -2-
<PAGE>

Subordinating Creditor hereby irrevocably authorizes, empowers and directs all
receivers, trustees, liquidators, custodians, conservators and other having
authority in the premises to effect all such payments and deliveries and further
irrevocably authorizes and empowers Lender to demand, sue for, collect and
receive each and every such payment or distribution, (c) the Subordinating
Creditor hereby agrees to execute and deliver to Lender or its representatives
all such further agreements, documents and instruments as may from time to time
be requested by Lender confirming the authorizations referred to in the
foregoing clause (b), (d) the Subordinating Creditor hereby expressly consents
to the granting by the Borrowers to Lender of security interests in and/or liens
on any or all of each such Borrower's now owned and/or hereafter acquired
property and assets in connection with any financing provided to Borrowers by
Lender after the commencement of such Proceeding and (e) the Subordinating
Creditor hereby irrevocably authorizes, empowers and appoints Lender as its
agent and attorney-in-fact (i) to execute, verify, deliver and file such proofs
of claim in respect of the Subordinated Indebtedness in connection with such
Proceeding if the Subordinating Creditor fails to do so at least five (5)
Business Days prior to the bar date for filing such proofs of claim and (ii) to
vote such proofs of claim in such Proceeding if the Subordinating Creditor fails
to do so at least five (5) Business Days prior to the bar date for voting such
proofs of claim.

      The Senior Indebtedness shall continue to be treated as Senior
Indebtedness and the provisions of this Agreement shall continue to govern the
relative rights and priorities of Lender and the Subordinating Creditor even if
(a) all or part of the security interests and/or liens of Lender in or on any or
all of the Senior Collateral are subordinated, set aside, avoided or disallowed
in connection with any Proceeding, (b) all or any part of the Senior
Indebtedness is subordinated, set aside, avoided or disallowed in connection
with any Proceeding as a result of the fraudulent conveyance or fraudulent
transfer provisions under the United States Bankruptcy Code or under any state,
local or foreign fraudulent conveyance or fraudulent transfer statute and/or (c)
any interest on any or all of the Senior Indebtedness following the commencement
of such Proceeding is otherwise disallowed.

      5. The Subordinating Creditor hereby agrees that if any payment or
payments are made to or accepted by the Subordinating Creditor in violation of
this Agreement, such payment or payments (a) shall not be commingled with any
other property or assets of the Subordinating Creditor, (b) shall be held in
trust by the Subordinating Creditor for the benefit of Lender and (c) shall be
paid over to Lender in precisely the form received, with any necessary
endorsement of the Subordinating Creditor, as a payment on the Senior
Indebtedness (or, at Lender's option, as collateral for any outstanding Senior
Indebtedness). Any payments or other amounts received by the Subordinating
Creditor which are required to be turned over or otherwise remitted by the
Subordinating Creditor to Lender pursuant to the terms of this Agreement shall
not be deemed to be payments on the Subordinated Indebtedness.

      6. The Subordinating Creditor hereby acknowledges and agrees that
irrespective of (a) the time, order, manner or method of creation, attachment or
perfection of the respective security interests and/or liens granted to the
Subordinating Creditor or Lender in or on any or all of the property or assets
of any of the Borrowers, (b) the time or manner of the recording or filing of
their respective deeds of trust, mortgages, financing statements and/or other
security documents, (c) the possession of any collateral, (d) the dating,
execution or delivery of any agreement granting the Subordinating Creditor or
Lender security interests in and/or liens upon any property or assets of any of
the Borrowers and/or (e) any provision of the Uniform Commercial Code(s) of the
applicable jurisdictions or other applicable law to the contrary, any and all
security interests, liens, rights and interests of the Subordinating Creditor,
whether now existing or hereafter arising, in or on any or all of the property
and/or assets of any of the Borrowers shall be and hereby are subordinated to
any and all security interests, liens, rights and interests of Lender in or on
any or all of the property and/or assets of any of the Borrowers, whether now
existing and/or hereafter arising.

                                      -3-
<PAGE>

      The Subordinating Creditor hereby agrees that any collection, sale or
other disposition of any or all of the property or assets of any of the
Borrowers which secure the payment of any or all of the Senior Indebtedness
(collectively, the "Senior Collateral") by Lender (whether pursuant to the
Uniform Commercial Code or otherwise) shall be free and clear of any and all
security interests, liens, claims and/or rights of the Subordinating Creditor in
such Senior Collateral. At the request of Lender, the Subordinating Creditor
shall promptly provide Lender with any necessary or appropriate releases to
permit the collection, sale or other disposition of any or all of the Senior
Collateral by Lender free and clear of the Subordinating Creditor's security
interests and liens. In addition, at the request of Lender, the Subordinating
Creditor shall promptly release any and all security interests, liens, claims
and/or rights which it may have on or in the applicable Senior Collateral to
facilitate the collection, sale or other disposition of such Senior Collateral
by Borrowers so long as the proceeds of such sale or other distribution are
applied first to the payment of the Senior Indebtedness and any excess is then
applied to the payment of the Subordinated Indebtedness to the extent the same
is secured by such Senior Collateral.

      In the event of the occurrence of any casualty with respect to any of the
Senior Collateral, the Subordinating Creditor agrees that Lender shall have the
sole and exclusive right to adjust, compromise or settle any such loss with the
insurer thereof, and to collect and receive the proceeds from such insurer. Any
insurer shall be fully protected if it acts in reliance on the provisions of
this paragraph.

      7. The Subordinating Creditor hereby represents and warrants to, and
covenants and agrees with, Lender that (a) the Subordinating Creditor has not
assigned or transferred any of the Subordinated Indebtedness or any interest
therein or any guaranties, collateral or other security therefore to any other
person or entity, (b) the Subordinating Creditor will not make any assignment or
transfer of any of the Subordinated Indebtedness unless (i) the Subordinating
Creditor gives Lender at least ten (10) days prior written notice of the
proposed assignment or transfer, (ii) such assignment or transfer is made
expressly subject to the terms, provisions and conditions of this Agreement and
(iii) the assignee or transferee of such Subordinated Indebtedness agrees in
writing to be bound by the terms, provisions and conditions of this Agreement
and (c) any notes, agreements or other documents now or hereafter taken to
evidence any of the Subordinated Indebtedness (including, without limitation,
the Subordinated Note) will be endorsed with the following legend "THIS
INSTRUMENT IS SUBJECT TO A SUBORDINATION AGREEMENT IN FAVOR OF FIRST BANK DATED
AS OF APRIL 9, 2004." Lender agrees that the Subordinated Indebtedness may be
refinanced by Borrowers with another lender (other than Subordinating Creditor)
provided such other lender executes a subordination agreement in favor of the
Lender in the same form as this Agreement or another subordination or
intercreditor agreement with terms deemed satisfactory to the Lender in its sole
discretion. Provided the Borrowers and the lender providing any such replacement
financing of the Subordinated Indebtedness shall have complied with the
requirements of the preceding sentence, Lender agrees that the proceeds of such
refinancing may be used to repay the Subordinated Indebtedness notwithstanding
any of the other terms of this Agreement.

      8. The Subordinating Creditor hereby agrees that it will not, without the
prior written consent of Lender, agree to any amendment or modification of, or
supplement to, any of the agreements, documents or instruments evidencing,
securing, guaranteeing the payment of or otherwise relating to any of the
Subordinated Indebtedness.

      9. The Subordinating Creditor hereby waives notice of acceptance hereof,
notice of the creation of any of the Senior Indebtedness, the giving or
extension of credit by Lender to Borrowers or the taking or releasing of
guaranties, collateral or other security for the payment thereof, and hereby
waives presentment, demand, protest, notice of protest or default and all other
notices to which the Subordinating Creditor might otherwise be entitled.

                                      -4-
<PAGE>

      10. The Subordinating Creditor hereby represents and warrants to, and
covenants and agrees with, Lender that (a) to the knowledge of the Subordinating
Creditor no default or event of default under or within the meaning of any
agreement, document or instrument evidencing, securing, guaranteeing the payment
of or otherwise relating to any of the Subordinated Indebtedness has occurred
and is continuing, (b) as of the date of this Agreement, (i) the outstanding
principal balance of the Subordinated Note is $3,000,000.00 and (ii) no interest
has been paid on the Subordinated Note through the date hereof, (c) the
Subordinating Creditor will give Lender prompt written notice of (i) the
declaration by the Subordinating Creditor of any default or event of default
under any agreement, document or instrument evidencing, securing, guaranteeing
the payment of or otherwise relating to any of the Subordinated Indebtedness and
(ii) the cure or waiver of any such default or event of default and (d) the
Subordinating Creditor will not to oppose, interfere with or otherwise attempt
to prevent Lender from enforcing its security interests in and/or liens on any
of the Senior Collateral or otherwise realizing upon any of the Senior
Collateral.

      11. The Subordinating Creditor hereby waives any and all rights to (a)
require Lender to marshal any property or assets of any of the Borrowers or to
resort to any of the property or assets of any of the Borrowers in any
particular order or manner, (b) require Lender to enforce any guaranty or any
security interest or lien given by any person or entity other than any Borrower
to secure the payment of any or all of the Senior Indebtedness as a condition
precedent or concurrent to taking any action against or with respect to any of
the Borrowers and/or any of the Senior Collateral and/or (c) bring any action to
contest the validity, legality, enforceability, perfection, priority or
avoidability of any of the Senior Indebtedness, any agreements, documents or
instruments evidencing, securing, guaranteeing the payment of and/or otherwise
relating to any of the Senior Indebtedness and/or any of the security interests
and/or liens of Lender in or on any of the Senior Collateral.

      12. The Subordinating Creditor hereby represents and warrants to Lender
that: (a) the Subordinating Creditor is a company duly organized, validly
existing and in good standing under the laws of the Republic of France; (b) the
execution, delivery and performance by the Subordinating Creditor of this
Agreement are within the powers of the Subordinating Creditor, have been duly
authorized by all necessary action and require no action by or in respect of,
consent of or filing or recording with, any governmental or regulatory body,
instrumentality, authority, agency or official or any other person or entity;
(c) the execution, delivery and performance by the Subordinating Creditor of
this 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, the terms of the Certificate or Articles of Incorporation, Bylaws
or other charter or organizational documents of the Subordinating Creditor, any
applicable law, rule, regulation, order, writ, judgment or decree of any court
or governmental or regulatory body, instrumentality authority, agency or
official or any agreement, document or instrument to which the Subordinating
Creditor is a party or by which the Subordinating Creditor or any of its
property or assets is bound or to which the Subordinating Creditor or any of its
property or assets is subject; and (d) this Agreement has been duly executed and
delivered by the Subordinating Creditor and constitutes the legal, valid and
binding obligation of the Subordinating Creditor enforceable against the
Subordinating Creditor in accordance with its terms, except as such
enforceability may be limited by (i) applicable bankruptcy, insolvency or
similar laws affecting the enforcement of creditors' rights generally and (ii)
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).

      13. In the event of any inconsistency or conflict between any term,
provision, condition or covenant contained in this Agreement and any term,
provision, condition or covenant contained in any agreement, document or
instrument evidencing, securing, guaranteeing the payment of or otherwise

                                      -5-
<PAGE>

relating to any of the Subordinated Indebtedness, the terms, provisions,
conditions and covenants contained in this Agreement shall govern and control.

      14. This Agreement shall remain in full force and effect notwithstanding
the filing of a petition for relief by or against any of the Borrowers under the
United States Bankruptcy Code and shall apply with full force and effect with
respect to all of the Senior Collateral acquired by any of the Borrowers, and to
all additional Senior Indebtedness incurred by any of the Borrowers, subsequent
to the date of said petition.

      15. Lender may at any time and from time to time (a) enter into such
agreements with Borrowers, or any of them, as Lender may deem proper (i)
increasing or decreasing the principal amount of, extending the time of payment
of and/or renewing or otherwise amending or altering the terms (including,
without limitation, the payment terms and/or the interest rates) of any or all
of the Senior Indebtedness and/or (ii) amending, modifying, extending, renewing,
restating or otherwise altering the terms of the Senior Loan Agreement, any of
the other Transaction Documents and/or any other present or future agreement,
document or instrument evidencing, securing, guaranteeing the payment of or
otherwise relating to any of the Senior Indebtedness, (b) exchange, sell,
release, surrender or otherwise deal with any or all of the Senior Collateral
and/or (c) release or otherwise deal with any guarantor(s) of any or all of the
Senior Indebtedness, all without notice to or consent of the Subordinating
Creditor and without in any way compromising or affecting this Agreement.

      16. All of the Senior Indebtedness shall be deemed to have been made or
incurred in reliance upon this Agreement. The Subordinating Creditor hereby
expressly waives notice of the acceptance by Lender of the provisions of this
Agreement and all other notices not specifically required pursuant to the terms
of this Agreement. The Subordinating Creditor hereby agrees that Lender has not
made any representation or warranty with respect to (a) the due execution,
legality, validity, completeness or enforceability of the Senior Loan Agreement,
any of the other Transaction Documents and/or any other present or future
agreement, document or instrument evidencing, securing, guaranteeing the payment
of or otherwise relating to any of the Senior Indebtedness, (b) the creation,
attachment, perfection or priority of any security interests or liens purporting
to secure any or all of the Senior Indebtedness or (c) the collectibility of any
of the Senior Indebtedness. Lender shall be entitled to manage and supervise its
credit facilities with Borrowers in accordance with applicable law and its usual
business practices, modified from time to time as it deems appropriate under the
circumstances, without regard to the existence of any rights that the
Subordinating Creditor may have now or hereafter in or to any of the property or
assets of any of the Borrowers.

      17. The Subordinating Creditor hereby assumes responsibility for keeping
itself informed of the financial condition of each of the Borrowers and any
guarantors of the Subordinated Indebtedness and of all other circumstances
bearing upon the risk of nonpayment of the Subordinated Indebtedness that
diligent inquiry would reveal and the Subordinating Creditor hereby agrees that
Lender shall not have any duty to advise the Subordinating Creditor of any
information regarding such condition or any such circumstances.

      18. This Agreement shall remain in full force and effect until (a) all of
the Senior Indebtedness has been fully, finally and indefeasibly paid in cash,
(b) all financing arrangements and commitments between Lender and the Borrowers
relating to the creation and/or incurrence of any of the Senior Indebtedness
have been terminated, (c) no letters of credit issued by Lender for the account
of and/or upon the application of any of the Borrowers remain outstanding and
(d) the Senior Loan Agreement has expired or been terminated in accordance with
its terms. This is a continuing agreement of subordination and Lender may
continue to extend credit or other financial accommodations and loan monies to
or for the benefit of Borrowers, or any of them, on the faith hereof, without
notice to or the consent of the

                                      -6-
<PAGE>

Subordinating Creditor. To the extent that any Borrower, any guarantor of or
provider of collateral for any of the Senior Indebtedness or any other person or
entity makes any payment on or in respect of any of the Senior Indebtedness that
is subsequently invalidated, declared to be fraudulent or preferential or set
aside or is required to be repaid to a trustee, receiver or any other person or
entity under any bankruptcy, insolvency or reorganization act, state or federal
law, common law, equitable cause or otherwise (such payment being hereinafter
referred to as a "Voided Payment"), then to the extent of such Voided Payment,
that portion of the Senior Indebtedness that had been previously satisfied by
such Voided Payment shall be revived and continue in full force and effect as if
such Voided Payment had never been made. In the event that a Voided Payment is
recovered from Lender, an Event of Default under the Senior Loan Agreement shall
be deemed to have occurred on the date of the initial receipt of such Voided
Payment by Lender and to have continued until the full amount of such Voided
Payment is restored to Lender. During any continuance of any such Event of
Default, this Agreement shall be in full force and effect with respect to the
Subordinated Indebtedness. To the extent that the Subordinating Creditor has
received any payments on or with respect to any the Subordinated Indebtedness
subsequent to the date of the initial receipt of such Voided Payment by Lender
and such payments have not been invalidated, declared to be fraudulent or
preferential or set aside or are required to be repaid to a trustee, receiver or
any other party under any bankruptcy act, state or federal law, common law,
equitable cause or otherwise, the Subordinating Creditor hereby agrees that any
such payment so made or received shall be deemed to have been received in trust
for the benefit of Lender, and the Subordinating Creditor hereby agrees to pay
to Lender, upon demand, the full amount so received by the Subordinating
Creditor during such period of time to the extent necessary fully to restore to
Lender the amount of such Voided Payment.

      19. No amendment, modification, supplement, termination, consent or waiver
of or to any provision of this Agreement nor any consent to any departure
therefrom shall in any event be effective unless the same shall be in writing
and signed by or on behalf of the Subordinating Creditor and Lender. Any waiver
of any provision of this Agreement, and any consent to any departure from the
terms of any provision of this Agreement, shall be effective only in the
specific instance and for the specific purpose for which given.

      20. No failure or delay on the part of Lender in the exercise of any
power, right, remedy or privilege under this Agreement shall impair such power,
right, remedy or privilege or shall operate as a waiver thereof; nor shall any
single or partial exercise of any such power, right, remedy or privilege
preclude any other or further exercise of any other power, right, remedy or
privilege. The waiver of any such right, power, remedy or privilege with respect
to particular facts and circumstances shall not be deemed to be a waiver with
respect to other facts and circumstances.

      21. Any notice, request, demand, consent, confirmation or other
communication under this Agreement shall be in writing and delivered in person
or sent by telecopy, recognized overnight courier or registered or certified
mail, return receipt requested and postage prepaid, if to the Subordinating
Creditor, to its address or telecopy number set forth on the signature page(s)
of this Agreement and if to Lender, to 135 North Meramec, St. Louis, Missouri
63105, Attention: Traci Dodson, Vice President, Telecopy No. (314) 854-5454, or
to such other address or telecopy number as any such party may designate as its
address or telecopy number for communications under this Agreement by notice so
given. Such notices shall be deemed effective on the day on which delivered if
delivered in person or sent by telecopy, on the first (1st) Business Day after
the day on which sent, if sent by recognized overnight courier or on the third
(3rd) Business Day after the day on which mailed, if sent by registered or
certified mail.

                                      -7-
<PAGE>

      22. The Subordinating Creditor hereby agrees to do such further acts and
things and to execute and deliver such additional agreements, documents,
instruments and consents as may be necessary or as Lender may from time to time
reasonably request to effect the subordinations contemplated by this Agreement.

      23. This Agreement shall be binding upon and inure to the benefit of the
Subordinating Creditor and Lender and their respective successors and assigns.

      24. In the event any one or more of the provisions contained in this
Agreement should be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby.

      25. This Agreement shall be governed by and construed in accordance with
the substantive laws of the State of Missouri (without reference to conflict of
law principles). THE SUBORDINATING CREDITOR HEREBY IRREVOCABLY (A) SUBMITS TO
THE NON-EXCLUSIVE JURISDICTION OF ANY MISSOURI STATE COURT SITTING IN THE COUNTY
OF ST. LOUIS, MISSOURI OR ANY UNITED STATES OF AMERICA COURT SITTING IN THE
EASTERN DISTRICT OF MISSOURI, EASTERN DIVISION, AS LENDER MAY ELECT, IN ANY
SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, (B)
AGREES THAT ALL CLAIMS IN RESPECT TO ANY SUCH SUIT, ACTION OR PROCEEDING MAY BE
HELD AND DETERMINED IN ANY OF SUCH COURTS, (C) WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY OBJECTION WHICH THE SUBORDINATING CREDITOR MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING
BROUGHT IN ANY SUCH COURT, (D) WAIVES ANY CLAIM THAT SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM
AND (E) WAIVES ALL RIGHTS OF ANY OTHER JURISDICTION WHICH THE SUBORDINATING
CREDITOR MAY NOW OR HEREAFTER HAVE BY REASON OF ITS PRESENT OR SUBSEQUENT
DOMICILES. THE SUBORDINATING CREDITOR (AND BY ITS ACCEPTANCE HEREOF, LENDER)
HEREBY IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY ACTION
IN WHICH THE SUBORDINATING CREDITOR AND LENDER ARE PARTIES RELATING TO OR
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

      26. Each party to this Agreement acknowledges that the breach by it of any
of the provisions of this Agreement is likely to cause irreparable damage to the
other parties. Therefore, the relief to which any party shall be entitled in the
event of any such breach or threatened breach shall include, but not be limited
to, a mandatory injunction for specific performance, injunctive or other
judicial relief to prevent a violation of any of the provisions of this
Agreement, damages and any other relief to which it may be entitled at law or in
equity.

      27. This Agreement may be executed in any number of counterparts
(including telecopy counterparts) and by different parties on separate
counterparts, each of which counterparts, when so executed and delivered, shall
be deemed to be an original and all of which counterparts, taken together, shall
constitute but one and the same Agreement.

                                      -8-
<PAGE>

      IN WITNESS WHEREOF, the Subordinating Creditor has executed this
Subordination Agreement as of the 9th day of April, 2004.

                               VIRBAC S. A.

                               By: /s/ Eric Maree
                                  ---------------------------------
                               Name: Eric Maree
                               Title: President of Management Board

                               Address:

                                       13 eme rue LID-BP 27
                                       06511 Carros cedex
                                       France
                                       Attention: Gerard Sicsic, General Counsel

                               Telecopy No.: 011 33 492 087 132

APPROUVE PAR SERVICE JURIDIQUE
APPROVED BY LEGAL DEPARTMENT

      The undersigned hereby consent to the foregoing Subordination Agreement
and agree in all respects to be bound thereby and to keep, observe and perform
the several matters and things therein intended of them to be done, and
particularly each of the undersigned agrees not to make any payment contrary to
the foregoing Subordination Agreement. Any breach by the undersigned of any of
the terms, provisions or conditions contained herein or in the foregoing
Subordination Agreement shall constitute an "Event of Default" (as defined
therein) under and within the meaning of the Senior Loan Agreement (as defined
in the foregoing Subordination Agreement). The undersigned hereby acknowledge
and agree that any payments or other amounts received by the Subordinating
Creditor which are required to be turned over or otherwise remitted by the
Subordinating Creditor to Lender pursuant to the terms of the foregoing
Subordination Agreement shall not be deemed to be payments on the Subordinated
Indebtedness.

      Executed as of the___day of April, 2004.

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

                                           By: _________________________________
                                               David G. Eller, President

                                      -9-
<PAGE>

      IN WITNESS WHEREOF, the Subordinating Creditor has executed this
Subordination Agreement as of the_____day of April, 2004.

                               VIRBAC S. A.

                               By: _____________________________________
                               Name: ___________________________________
                               Title: __________________________________

                               Address:

                                       13 eme rue LID-BP 27
                                       06511 Carros cedex
                                       France
                                       Attention: Gerard Sicsic, General Counsel

                               Telecopy No.: 011 33 492 087 132

      The undersigned hereby consent to the foregoing Subordination Agreement
and agree in all respects to be bound thereby and to keep, observe and perform
the several matters and things therein intended of them to be done, and
particularly each of the undersigned agrees not to make any payment contrary to
the foregoing Subordination Agreement. Any breach by the undersigned of any of
the terms, provisions or conditions contained herein or in the foregoing
Subordination Agreement shall constitute an "Event of Default" (as defined
therein) under and within the meaning of the Senior Loan Agreement (as defined
in the foregoing Subordination Agreement). The undersigned hereby acknowledge
and agree that any payments or other amounts received by the Subordinating
Creditor which are required to be turned over or otherwise remitted by the
Subordinating Creditor to Lender pursuant to the terms of the foregoing
Subordination Agreement shall not be deemed to be payments on the Subordinated
Indebtedness.

      Executed as of the 9th day of April, 2004.

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

                               By: /s/ David G. Eller
                                   -------------------------------------
                                   David G. Eller, President

                                      -9-