EXHIBIT 10.2

                                                           LOAN NO. E039T02A

                               FIRST AMENDMENT TO
                         REVOLVING TERM LOAN SUPPLEMENT


     THIS FIRST AMENDMENT TO REVOLVING TERM LOAN SUPPLEMENT is entered into as
of December 29, 1997 between CoBANK, ACB ("CoBank") and ALLIANCE FARMS
COOPERATIVE ASSOCIATION, Kansas City, Missouri (the "Company").

                                   BACKGROUND

     CoBank and the Company are parties to a Revolving Term Loan Supplement
dated May 19, 1995 (such agreement is hereinafter referred to as the
"Supplement").  CoBank and the Company now desire to amend the Supplement.  For
that reason, and for valuable consideration (the receipt and sufficiency of
which are hereby acknowledged), CoBank and the Company agree as follows:

1.    Section 1 of the Supplement is hereby amended as follows:

      a.  The preamble paragraph of such Section is hereby amended by deleting
in line three the reference to "$4,750,000" and inserting "$4,500,000."

      b.  Subsection e. is hereby amended by (i) deleting in line three thereof
the reference to "$5,440,000" and inserting "$5,160,000" and (ii) deleting in
line four thereof the reference to "$4,140,000" and inserting "$4,015,000."

      c.  Subsection f. is hereby amended by (i) deleting in line three thereof
the reference to "$6,800,000" and inserting "$6,240,000" and (ii) deleting in
line four thereof the reference to "$4,750,000" and inserting "$4,500,000."

2.    Section 2 of the Supplement is hereby amended in its entirety as follows:

      "SECTION 2. PURPOSE.  The purpose of the Commitment is to finance,
together with the financing being provided by CoBank pursuant to Multiple
Advance Term Loan Supplement dated as of May 19, 1995, as amended (Loan No.
E039T01), the debt portion of the construction costs of up to three 2,450 sow
farrowing units (not including the three farrowing units for which debt
financing is being provided by CoBank pursuant to Loan Agreement dated as of
September 21, 1994 (Loan Agreement T2300)), and two 2,450 sow weaned pig units,
related support facilities, the initial breeding stock and the capitalization
start up costs related with these facilities."

3.    Section 4 of the Supplement is hereby amended as follows:

      a.    Subsection b.(1)(b) thereof is hereby amended in its entirety to
read as follows:

               " (b)     Net worth of the Company as reported as of then most
          recent fiscal year end being not less than $3,000,000 plus $800,000
          for each of the incremental $610,000 increases in the Commitment that
          have been utilized as set forth in Subsections 1. b., c.,  and d. and
          for each incremental $485,000 as set forth in Subsections 1.e. and f.
          above; and"

     b.   Subsection b.(2)(b) thereof is hereby amended in its entirety to read
     as follows:

               " (b)     Net worth of the Company as reported as of then most
          recent fiscal year end being not less than $4,000,000 plus $1,000,000
          for each of the incremental $2,110,000 increases in the Commitment
          that have been utilized as set forth in Subsections 1. b., c. and d.,
          and for each incremental $485,000 as set forth in Subsections 1.e.,
          and f. above; and"

4. Except as set forth in this amendment, the Supplement shall continue in full
force and effect as written.

     IN WITNESS WHEREOF, the parties have caused this amendment to be executed
by their duly authorized officers as of the date shown above.

COBANK, ACB                                ALLIANCE FARMS COOPERATIVE
                                              ASSOCIATION

By:    ___________________________        By:    ___________________________

Title  ___________________________        Title  ___________________________