<PAGE>

                              FORBEARANCE AGREEMENT

      THIS AGREEMENT dated as of April 9, 2004 by and between VIRBAC
CORPORATION, a Delaware corporation ("Virbac"), PM RESOURCES, INC., a Missouri
corporation ("PM Resources"), ST. JON LABORATORIES, INC., a California
corporation ("St. JON"), FRANCODEX LABORATORIES, INC., a Kansas corporation
("Francodex"), VIRBAC AH, INC., a Delaware corporation ("Virbac AH,"), and
DELMARVA LABORATORIES, INC., a Virginia corporation ("Delmarva," and
collectively with Virbac, PM Resources, St. JON, Francodex and Virbac AH
referred to herein as the "Borrowers") and FIRST BANK, a Missouri state banking
corporation (the "Lender") ( the "Agreement").

                                   WITNESSETH:

      WHEREAS, Borrowers are currently in default under a Credit Agreement dated
as of September 7, 1999 made by and among Borrowers and Lender, as previously
amended by an Amendment to Credit Agreement dated as of December 30, 1999 made
by and among Borrowers and Lender, by a Second Amendment to Credit Agreement
dated as of May 1, 2000 made by and among Borrowers and Lender, by a Third
Amendment to Credit Agreement dated as of April 4, 2001 made by and among
Borrowers and Lender, by a Fourth Amendment to Credit Agreement dated as of
August 7, 2002 made by and among Borrowers and Lender, by a Fifth Amendment to
Credit Agreement dated as of August 11, 2003 made by and among Borrowers and
Lender, by a Sixth Amendment to Credit Agreement dated as of September 3, 2003
made by and among Borrowers and Lender, and by a Seventh Amendment to Credit
Agreement dated as of March 1, 2004 made by and among Borrowers and Lender (as
amended, the "Credit Agreement;" capitalized terms used herein and not otherwise
defined shall have the meanings ascribed to such terms in the Credit Agreement),
such default being Borrowers' default under the Credit Agreement for failure to
remain within the Borrowing Base (as defined therein) on and after January 31,
2004; and

      WHEREAS, Borrowers are currently in default under their Revolving Credit
Note dated September 3, 2003 in the original principal amount of up to Thirty
Million Dollars ($30,000,000.00) payable to the order of Lender as therein set
forth (as amended and restated, the "Note") upon which an aggregate principal
amount of loans presently outstanding of $25,293,491.48 is outstanding as of the
date hereof and Letters of Credit in the outstanding face amount of $275,000.00
have been issued thereunder (Borrowers' duties and obligations under the Credit
Agreement, the Note, the Letters of Credit, the Security Documents, as
hereinafter defined, and all related documents are herein referred to as the
"Obligations"); and

      WHEREAS, Virbac has previously executed a certain Security Agreement dated
as of May 14, 1998 in favor of the Lender, as amended from time to time, St. JON
has previously executed a certain Security Agreement dated as of May 14, 1998 in
favor of the Lender, as amended from time to time, PM Resources has previously
executed a certain Security Agreement dated as of May 14, 1998 in favor of the
Lender, as amended from time to time, Francodex has previously executed a
certain Security Agreement dated as of September 7, 1999 in favor of the Lender,
as amended from time to time, Virbac AH has previously executed a certain
Security Agreement dated as of September 7, 1999 in favor of the Lender, as
amended from time to time, Delmarva has previously executed a certain Security
Agreement dated as of September 3, 2003 in favor of the Lender, as amended from
time to time (collectively, as amended, the "Security Agreements"), Virbac has
previously executed a certain Second Amended and Restated Agreement of Pledge
dated as of September 3, 2003 in favor of the Lender, as amended from time to
time, Virbac AH has previously executed a certain Amended and Restated Agreement
of Pledge dated as of September 3, 2003 in favor of the Lender, as amended from
time to time (collectively, as amended, the "Agreements of Pledge"), PM
Resources has previously executed a certain Deed of Trust and Security Agreement
dated as of September 9, 1993 in favor of the Lender, as amended from time to
time, Virbac

<PAGE>

has previously executed a certain Deed of Trust and Security Agreement dated as
of September 3, 2003 in favor of the Lender, as amended from time to time
(collectively, as amended, the "Deeds of Trust"), Delmarva has previously
executed a certain Patent, Trademark and License Security Agreement dated as of
September 3, 2003 in favor of the Lender, as amended from time to time, Virbac
has previously executed a certain Patent, Trademark and License Security
Agreement dated as of September 3, 2003 in favor of the Lender, as amended from
time to time, and Virbac AH has previously executed a certain Patent, Trademark
and License Security Agreement dated as of September 3, 2003 in favor of the
Lender, as amended from time to time (collectively, as amended, the "IP Security
Agreements"), and other documents pledging a substantial portion of each such
Borrowers' tangible and intangible assets to secure performance and repayment of
the Obligations, (said Security Agreements, Agreements of Pledge, Deeds of
Trust, IP Security Agreements and other documents are referred to herein
collectively as the "Security Documents"); and

      WHEREAS, Borrowers acknowledge that the Lender may currently exercise all
remedies under the Note, the Credit Agreement and the Security Documents now in
effect and as otherwise provided by law, as a result of the defaults by
Borrowers; and

      WHEREAS, Borrowers have requested that Lender forbear from enforcing its
rights against and making demand upon Borrowers and their assets for a certain
period of time and on certain conditions as set forth herein; and

      WHEREAS, Lender is willing to forbear in the enforcement of its rights
against and in making demand upon Borrowers, provided that such forbearance is
on the following terms and conditions and, except as expressly provided below,
such forbearance does not waive or otherwise prejudice Lender's rights or
ability to make demand.

      NOW, THEREFORE, in consideration of the premises and the covenants and
agreements here in contained, the parties hereto agree as follows:

      1.    Terms of Standstill. During the "Standstill Period" (as defined in
Section 3 herein), the parties agree to act in accordance with the following
provisions:

            (a)   Lender. Lender covenants and agrees that it will:

            (i)   not file or join in the filing of any involuntary petition in
      bankruptcy with respect to the Borrowers or otherwise initiate or
      participate in any similar proceedings for the benefit of creditors,
      including any proceeding for the appointment of a trustee, receiver,
      conservator, or liquidator, of the Borrowers or any portion of their
      assets;

            (ii)  not seek to collect or enforce against the Borrowers by
      litigation or other legal proceedings any payment or other obligation due
      under the Note except as provided for herein; and

            (iii) not exercise or enforce any right or remedy against the
      Borrowers to which Lender would be entitled under the terms of the Note,
      Credit Agreement or Security Documents by reason of any event of default
      existing as of the date of this Agreement (which forbearance in exercise
      of enforcement shall not, however, act as a waiver of Lender's right to
      enforce any such right or remedy after termination of the Standstill
      Period).

                                      -2-
<PAGE>

      (b)   Borrowers. Borrowers covenants and agrees that during the
"Standstill Period" (as defined in Section 3 hereof):

            (i)   On or before April 9, 2004, Borrowers shall pay to Lender
      $3,000,000.00 in cash to be applied by Lender to reduce a portion of the
      overadvance amount by which Borrowers' outstanding Loans currently exceeds
      their Borrowing Base under the Credit Agreement and the Note, provided
      that prior to such payment Borrowers shall have: (A) notified Lender of
      the source of funds for making such repayment (which if in the form of
      debt and any Liens securing such debt must be subordinated to the
      Obligations in form and substance satisfactory to Lender) and (B) provided
      copies of any agreements to be made by any of the Borrowers with respect
      to obtaining such funds, all of which must be in form and substance
      acceptable to Lender (subject to satisfaction of such conditions, Lender
      agrees to waive the limitation of Sections 7.2(a) and 7.2(b) of the Credit
      Agreement for purposes of Borrowers incurring Indebtedness to make such
      $3,000,000.00 payment);

            (ii)  On or before May 3, 2004, Borrowers shall pay to Lender such
      additional principal payments as may be necessary to reduce the amount by
      which Borrowers' outstanding Loans then exceeds their Borrowing Base under
      the Credit Agreement and the Note to $0.00, provided that prior to such
      payment Borrowers shall have: (A) notified Lender of the source of funds
      for making such repayment (which if in the form of debt must be
      subordinated to the Obligations in form and substance satisfactory to
      Lender) and (B) provided copies of any agreements to be made by any of the
      Borrowers with respect to obtaining such funds, all of which must be in
      form and substance acceptable to Lender (subject to satisfaction of such
      conditions, Lender agrees to waive the limitation of Sections 7.2(a) and
      7.2(b) of the Credit Agreement for purposes of Borrowers incurring
      Indebtedness to make such payment);

            (iii) In addition to the reports required under the Credit Agreement
      and the Security Documents, Borrowers shall deliver to Lender:

                        (A) on or before Friday of each week, commencing with
            the next such delivery on Friday, April 9, 2004, a cash budget for
            Borrowers for the following week, setting forth Borrowers'
            projections based upon the best estimates available to Borrowers as
            to the anticipated cash receipts and cash disbursements of Borrowers
            as well as the anticipated repayments of the outstanding loans under
            the Credit Agreement and the Note, certified to Lender by the
            President or Chief Financial Officer of the Borrowers as to fairness
            of assumptions made and form of presentation; and

                        (B) on or before April 19, 2004, Borrowers' plan for
            elimination of the existing overadvance amount (by which Borrowers'
            outstanding Loans currently exceeds their Borrowing Base under the
            Credit Agreement and the Note), which plan shall provide for
            reduction of such amount to $0.00 on or before May 3, 2004 and shall
            set forth all of Borrowers' assumptions concerning anticipated
            sales, collections of receivables, Inventory purchases and such
            other information as Lender may reasonably require in order to
            evaluate the feasibility of such plan and its likelihood of success;
            and

                        (C) on or before April 26, 2004, the consolidated
            balance sheet of Borrowers and their Consolidated Subsidiaries as of
            December 31, 2003

                                      -3-
<PAGE>

            and the related consolidated statements of income, retained earnings
            and cash flows for the fiscal year ended as of December 31, 2003,
            all with consolidating disclosures and setting forth in each case,
            in comparative form, the figures for the previous fiscal year,
            together with any and all restated financial statements (balance
            sheets and statements of income, retained earnings and cash flows)
            for the fiscal years (or any periods during the fiscal years) ending
            December 31, 2002 and December 31, 2001, all such financial
            statements to be prepared in accordance with Generally Accepted
            Accounting Principles consistently applied and audited by and
            accompanied by the unqualified opinion of PriceWaterhouse Coopers.

            (iv)  Borrowers shall continue to supply to Lender in a timely
      fashion all other reports and documents as required under the Credit
      Agreement and the Security Documents, including, without limitation, the
      monthly Borrowing Base report required under the Credit Agreement;

            (v)   Borrowers shall comply with and fulfill the additional
      covenants and other terms and conditions set forth herein, including those
      contained in Sections 4 and 5 hereof;

            (vi)  Borrowers shall comply and fulfill all of the Obligations
      except to the extent any Obligation is directly amended by the express
      terms of this Agreement; and

            (vii) Borrowers agrees to pay Lender within five (5) days after any
      demand therefor all reasonable out-of-pocket costs and expenses and all
      reasonable attorneys' fees incurred by Lender in connection with the
      preparation, negotiation and execution of this Agreement and the other
      documents executed in connection with this Agreement; all of the
      obligations of Borrowers under this Section 1(b)(viii) shall survive the
      satisfaction and payment of Borrowers' Obligations and the termination of
      this Agreement and the Credit Agreement.

      2.    Conditions Precedent. This Agreement shall become effective upon the
occurrence or satisfaction of all of the following conditions precedent, all of
which conditions must occur on or before April 9, 2004:

            (a)   Borrowers shall have delivered to Lender this Forbearance
Agreement, duly executed by an authorized officer of each of the Borrowers;

            (b)   Borrowers shall have delivered to Lender resolutions of the
Board of Directors of Borrowers duly adopted which authorize the transactions
set forth in this Forbearance Agreement, which resolutions shall be in form and
substance satisfactory to Lender and shall be certified to Lender by the
President and Secretary or Assistant Secretary of each of the Borrowers;

            (c)   Borrowers shall have paid the fee required under Section 5(a)
herein; and

            (d)   Bank One, NA shall have executed an amended and restated
Amended and Restated Agreement and Certificate of Participation in the form of
Exhibit A attached hereto.

                                      -4-
<PAGE>

      3.    Standstill Period.

            (a)   The Standstill Period shall commence at such time as all
conditions precedent to this Agreement have occurred or have been satisfied, as
provided in Section 2 hereof, and shall terminate on May 10, 2004.

            (b)   Notwithstanding the foregoing, the Standstill Period shall
terminate earlier upon the occurrence of any of the following events of
termination:

            (i)   the entry of a decree or order by a court having jurisdiction
      in the premises for relief in respect to the Borrowers under Title 11 of
      the United States Code, as now constituted or hereafter amended, or any
      other applicable federal, state or foreign bankruptcy law, or other
      similar law, or appointing a receiver, liquidator, assignee, trustee,
      custodian, conservator or similar official of the Borrowers, or of any
      substantial part of the property of the Borrowers, or ordering the winding
      up of or liquidation of the affairs of the Borrowers;

            (ii)  the filing by the Borrowers of a petition or answer or consent
      seeking relief for Borrowers under Title 11 of the United States Code, as
      now constituted or hereafter amended, or any other applicable federal,
      state or foreign bankruptcy law or other similar law, or the consent by
      the Borrowers to the institution of proceedings thereunder or to the
      filing of any such petition or the appointment of taking possession by a
      receiver, liquidator, assignee, trustee, custodian, conservator, or other
      similar official of Borrowers or of any substantial portion of the
      property of Borrowers;

            (iii) the breach or violation by the Borrowers of any covenant or
      provision of this Agreement, or, except for the defaults presently in
      existence as of the date hereof and acknowledged herein, the breach or
      violation by the Borrowers of any other provision of the Credit Agreement,
      the Security Documents or any of the other Transaction Documents from and
      after the date hereof, and the expiration of applicable cure periods, if
      any;

            (iv)  the payment by Borrowers of all of the Obligations to Lender.

      4.    Amendments to the Credit Agreement and the other Transaction
Documents.

      Provided an event of termination as defined in Section 3(b) above does not
then exist or would not be created thereby or any event which, after notice or
lapse of time or both should constitute such an event of termination, does not
then exist, Lender shall continue to forbear on its rights and remedies under
the Credit Agreement and the Note subject to the following amendments to the
Credit Agreement:

            (a)   Amendment of Interest Rates. Provided no further Default or
Event of Default occurs, the interest accruing on the Obligations shall be
amended to increase such interest rate to a rate per annum equal to the Prime
Rate plus a Floating Rate Margin of One and One-Half Percent (1.50%) per annum
until the $3,000,000.00 payment required under Section 1(b)(i) herein is
received by Lender; upon receipt of such $3,000,000.00 payment required under
Section 1(b)(i) herein, the interest accruing on the Obligations shall be
reduced to a rate per annum equal to the Prime Rate plus a Floating Rate Margin
of One and One-Fourth Percent (1.25%) per annum until such time as Lender
determines that the overadvance amount (by which Borrowers' outstanding Loans
exceed the Borrowing Base under the Credit Agreement) has been eliminated as
required by Section 1(b)(ii) herein; and upon Lender's determination that the
overadvance amount has been eliminated as required by Section 1(b)(ii) herein,
the

                                      -5-
<PAGE>

Obligations shall thereafter accrue interest at the rate per annum equal to the
Prime Rate plus a Floating Rate Margin of One Percent (1.00%) per annum. The
definition of "Floating Rate Margin" in Section 2 of the Credit Agreement shall
be deleted in its entirety and in its place shall be substituted the following:

            Floating Rate Margin shall mean: (a) One and One-Half Percent
      (1.50%) per annum until the principal repayment in the amount of
      $3,000,000.00 is received by Bank as required under Section 1(b)(i) of
      that certain Forbearance Agreement dated as of April 9, 2004 made by and
      among Borrowers and Bank (as the same may be amended or modified from time
      to time, the "Forbearance Agreement"); (b) One and One-Fourth Percent
      (1.25%) from the date of receipt of the $3,000,000.00 payment described in
      part (a) of this definition until such time as Bank determines that the
      overadvance amount (the amount by which Borrowers' outstanding Loans then
      exceeds the Borrowing Base) has been eliminated as required by Section
      1(b)(ii) of the Forbearance Agreement; and (c) from and after the date the
      Bank determines that the overadvance amount has been eliminated as
      required by Section 1(b)(ii) of the Forbearance Agreement, One Percent
      (1.00%) per annum.

Interest accrued under the Note prior to the date of this Forbearance Agreement
shall continue to be due and payable, until paid, at the rates applicable prior
to the amendment made under this Section 4(b). Following any further Default or
Event of Default or following expiration of the Standstill Period for any
reason, interest shall accrue and be payable, on demand, at the default rate set
forth in Section 3.4(c) of the Credit Agreement.

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

            (i)   Maintain a minimum Consolidated Net Worth at all times during
      the Term hereof of not less than the sum of: (A) the lesser of (1)
      $24,000,000.00 or (2) the December 31, 2003 Tangible Net Worth reflected
      on Borrowers' audited Consolidated financial statements, plus (B)
      Seventy-Five Percent (75%) of the Consolidated Net Income of Borrowers
      (with no deductions for any consolidated losses for any such month) shown
      on Borrowers' monthly consolidated financial statements for each month,
      commencing with the fiscal month ending January 31, 2004, such required
      increases to be cumulative from month to month;

            (c)   Collateral Security. All of the Security Documents and other
guaranties, security agreements and other Transaction Documents securing or
guarantying any of the Obligations shall continue to secure the Obligations as
herein amended.

      5.    Additional Covenants.

            (a)   In consideration of Lender's agreement to forbear as set forth
herein, Borrowers covenant and agree that they will pay to the Lender a fee on
the date hereof in the amount of $25,278.00, which fee is due and payable on the
date hereof and shall be fully earned on the date hereof;

            (b)   Borrowers covenant and agree that they will promptly furnish
to Lender any additional financial or other information as Lender may reasonably
request from time to time in order to assess the progress of Borrowers' ability
to repay or refinance all of the Obligations on or before May 10, 2004, to
verify Borrowers' compliance with this Agreement, or to ascertain whether any
event of termination of the Standstill Period has occurred;

                                      -6-
<PAGE>

            (c)   Borrowers covenant and agree that they will from time to time
execute such documents as are reasonably requested by Lender to protect Lender's
liens and security interests referred to herein and any other liens and security
interests of Lender, whether now or hereafter required;

            (d)   Borrowers covenant and agree that the Lender and its
designated representatives, upon request by Lender and upon reasonable notice,
shall have the right to visit and inspect the premises of each of the Borrowers
and inspect the books and records of each of the Borrowers as set forth in the
Credit Agreement, including, without limitation, the right to audit the
inventory and accounts receivable of the Borrowers or any similar and related
activities as Lender may request;

            (e)   Borrowers shall notify Lender in writing of any default
hereunder or any other event causing the Standstill Period to terminate, such
notice to be delivered to Lender within 24 hours of Borrowers' or any of their
respective employees or officers having received such knowledge or notice; and

            (f)   Borrowers shall not prepay any expense nor make any deposit of
funds with any person or entity other than Lender in excess of $1,000.00 without
prior written consent of the Lender, which consent shall not be unreasonably
withheld.

      6.    Representations and Warranties.

            (a)   Each of the Borrowers hereby represents and warrants to Lender
that it has the legal power and ability to enter into and perform this
Agreement, that all corporate actions required of it in connection with the
authorization, execution, delivery and performance of this Agreement have been
duly taken, and that when executed and delivered by each such Borrower, this
Agreement shall constitute its valid and binding obligation.

            (b)   Each of the Borrowers hereby expressly acknowledges the
Defaults and Events of Default set forth in the recital paragraphs to this
Forbearance Agreement; and each of the Borrowers further hereby expressly
acknowledges the Lender's right to take any and all actions and other remedies
set forth in the Note, Credit Agreement or Security Documents and as otherwise
provided for by law immediately upon the termination of the Standstill Period.

      7.    Miscellaneous.

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

            (b)   Any Event of Default (other than the existing Event of Default
on the date hereof for Borrowers' failure to remain within the Borrowing Base
(as defined in the Credit Agreement)) under any of the terms of the Credit
Agreement (as herein amended), the Note, any of the other Security Documents or
any default under any of the terms of this Agreement shall permit Lender to
terminate the Standstill Period as set forth in Section 3(b)(iii) herein.

                                      -7-
<PAGE>

            (c)   Notwithstanding anything herein to the contrary, nothing
herein shall be construed as requiring Lender to extend the term of this
Forbearance Agreement or to continue forbearing in the exercise of any of its
rights and remedies beyond the period set forth in Section 3 hereof.

            (d)   This Agreement may not be modified in any manner, except by
written agreement signed by all parties hereto.

            (e)   No course of dealings heretofore or hereafter between
Borrowers and Lender or any failure or delay on the part of Lender in exercising
any rights or remedies under this Agreement or existing by law shall operate as
a waiver of any right or remedy of Lender with respect to the Obligations, and
no single or partial exercise of any right or remedy hereunder shall operate as
a waiver or a preclusion to the exercise of any rights or remedies Lender may
have under the Note, the Credit Agreement and/or the Security Documents.

            (f)   Notwithstanding anything herein to the contrary, nothing
herein shall be construed as a limitation or restriction against Lender's
enforcement of its rights in any proceeding described in subsection 3(b)(i) or
(ii) of this Agreement.

            (g)   Wherever possible, each provision of this Agreement shall be
interpreted in such a manner as to be effective and valid under applicable law,
but if any provision of this Agreement shall be prohibited by or invalid under
applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
and the remaining provisions of this Agreement.

            (h)   This Agreement shall be governed by and construed in
accordance with the laws of the State of Missouri applicable to contracts made
and to be wholly performed within such State.

            (i)   Notices required hereunder shall be in writing and delivered
in person or sent by telecopy or registered or certified mail, return receipt
requested and postage prepaid, to the applicable party at its address or
telecopy number set forth below and shall be effective upon delivery:

      If to Borrowers:

            Virbac Corporation
            3200 Meacham Boulevard
            Fort Worth, Texas 76137
            Attention: David G. Eller, President
            Telecopy No. (817) 831-8362

      If to Lender:

            First Bank
            135 North Meramec
            St. Louis, Missouri  63105
            Attention: Traci Dodson, Vice President
            Telecopy No. (314) 854-5454

      ORAL COMMITMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR
FROM ENFORCING REPAYMENT OF A DEBT, INCLUDING PROMISES TO EXTEND OR RENEW SUCH
DEBT, ARE NOT ENFORCEABLE. TO PROTECT YOU AND US FROM MISUNDERSTANDING OR
DISAPPOINTMENT, ANY AGREEMENTS WE

                                      -8-
<PAGE>

REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE
AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER
AGREE IN WRITING TO MODIFY IT.

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first set forth above.

                                             Borrowers:

                                             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

                                             Lender:

                                             FIRST BANK

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

                                      -9-