SEPARATION AGREEMENT
                                     BETWEEN
                                GONZALO DAL BORGO
                                       AND
                         AGRIBRANDS INTERNATIONAL, INC.
                                  07 April 1999

This Separation Agreement sets forth Agribrands International,  Inc.'s (Company)
offer of the following  terms and conditions  concerning the termination of your
employment with the Company.

1.   Your   termination   of  employment   will  be  considered  an  involuntary
     termination due to the elimination of your position.

2.   Your date of termination will be 30 April 1999.

3.   The Company will  provide you  severance  equivalent  to  twenty-four  (24)
     months at your current,  monthly, gross, compensation rate of $16,068.00, a
     total of $385,632.00.

4.   The Company will pay you a performance  bonus  equivalent to achievement of
     your target  bonus level (30%) for  twenty-four  (24) months.  Again,  this
     payment will be based upon your current,  monthly,  gross compensation rate
     of $16,068.00, a total of $115,690.00.

4(A).The  Company  will  provide  you  severance  (payment of the amounts due in
     paragraphs 3 and 4 above) in the form of salary  continuation.  The amounts
     due will be paid as  follows  (based on a present  value of the  amounts in
     paragraphs 3 and 4 above):

                   Date to be Paid                     Amount to be Paid
                   ---------------                     -----------------
                     May 15, 1999                         $271,389.00
                   January 15, 2000                        $38,750.00
                    April 15, 2000                         $38,750.00
                   January 15, 2001                        $41,000.00
                    April 15, 2001                         $41,000.00
                   January 15, 2002                        $43,750.00
                    April 15, 2002                         $43,750.00
                   January 15, 2003                        $11,750.00
                    April 15, 2003                         $11,750.00

     During this period,  all payments  will be taxed at the regular  rates then
     applicable.

5.   You will be paid for all  accrued  but  unused  paid time off  (PTO)  which
     presently is a total of 288 hours.  This is equivalent to  $26,698.00.  The
     payment will be in the form of a single lump sum.



<PAGE>

6.   The Company will  provide you a lump sum in the gross amount of  $26,000.00
     in  consideration  of travel  expenses you may incur in  resolving  pension
     issues in Brazil, as well as costs that may be incurred as a result of your
     relocation to Brazil or alternate location.


7.   The Company will  provide you a lump sum in the gross amount of  $20,000.00
     in  consideration  of  expenses  you may incur in the search for  alternate
     employment.

8.   The Company will provide you a lump sum in the gross amount of $5,000.00 in
     consideration of expenses you may incur for legal and/or financial planning
     services associated with the termination of your employment.

9.   All lump sum amounts  noted above in paragraphs #3 through #8, will be paid
     to you within thirty (30) days of the  expiration of the revocation of this
     Agreement and will be taxed as required by law.

10.  Your health & dental benefits will be terminated on 30 April 1999. You will
     be eligible, if you wish, to continue health insurance coverage,  for these
     two benefits,  through our group health plan as provided  under  applicable
     federal law (COBRA),  which permits an  additional  eighteen (18) months of
     benefit  continuation at employee  expense.  If you elect this continuation
     coverage,  the Company will pay the employee  premiums for this coverage on
     your behalf until the earlier to occur of:

     i)   your participation in an alternate Company benefit plan; or

     ii)  eighteen months following 30 April 1999.

     Upon the  termination  of  benefits on 30 April  1999,  you will  receive a
     letter detailing your rights under this legislation.

11.  Your  eligibility for / participation in all other benefits will be managed
     as follows:

     (i)  Life insurance, disability insurance, accidental death & dismemberment
          insurance,  voluntary  accidental death & dismemberment  insurance and
          company travel accident insurance will terminate on 30 April 1999. You
          are  eligible  to convert  your group life  insurance  coverage  to an
          individual  policy without having to provide evidence of insurability,
          assuming  application for this conversion is received by the insurance
          company  within 30 days of benefit  termination.  You will be provided
          with the necessary  materials to execute this  conversion,  should you
          choose to do so.  Additionally,  you are  eligible  to  continue  your
          voluntary  accidental death & dismemberment  insurance via election of
          portability  coverage,  assuming  application  for  this  coverage  is
          received  by  the  insurance   company   within  31  days  of  benefit
          termination.  Again, you will be provided with the necessary materials
          to execute this portability coverage, should you choose to do so.



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<PAGE>


     (ii) Your ability to contribute to the Agribrands'  Savings Investment Plan
          will  cease on 30 April  1999.  The  money  that  you  currently  have
          invested  in this Plan may  remain in the Plan  until such time as you
          choose to remove it, following 30 April 1999.

     (iii)Your ability to contribute to the Agribrands'  Non-Qualified  Deferred
          Compensation  Plan will  cease on 30 April  1999.  The  money  that is
          currently  invested  in this Plan must be paid out to you.  It will be
          paid  out  in  the  form  of a  lump  sum  distribution,  as  soon  as
          administratively  possible  following  expiration of the revocation of
          this  Agreement.  These monies are subject to state and federal tax as
          required by law.

     (iv) The non-qualified  stock options you were awarded on May 29, 1998 will
          accelerate   upon  the  termination  of  your  employment  and  become
          exercisable  for six months  thereafter.  The exercise price for these
          options is $34.25 per share. The exercise period will begin on the 1st
          day  following  your  date of  termination  and  conclude  six  months
          thereafter.

     (v)  The non-qualified stock options you were awarded on September 25, 1998
          will  accelerate  upon the  termination of your  employment and become
          exercisable  for six months  thereafter.  The exercise price for these
          options is $21.69 per share. The exercise period will begin on the 1st
          day  following  your  date of  termination  and  conclude  six  months
          thereafter.

     (vi) You  will  be  provided  with  the  benefits  due  you  under  the RPI
          Internationalist   Retirement  Plan,  to  which  the  Company  is  the
          successor obligor.

     (vii)This  Agreement  does not impact any  benefits  you may be entitled to
          under  benefit  plans of the Ralston  Purina  Company.  However,  this
          Agreement  constitutes a full waiver and release of any  obligation of
          the Company to participate in, settle or contribute to the obligations
          due to you under any benefit plans of the Ralston Purina Company.

12.  In exchange  for the  additional  pay and benefits  provided,  you agree to
     release the Company,  its  subsidiaries  and  affiliates,  and all of their
     employees,  officers,  directors  and agents from any and all claims of any
     kind,  that you may have  against  them or any of them  arising out of your
     employment  or the  termination  thereof with the Company.  This release of
     claims includes, but is not limited to, claims under the Age Discrimination
     in Employment Act of 1967 (29 U.S.C.ss.621),  Title VII of the Civil Rights
     Act of 1964 (42 U.S.C.  ss. 2000e, et. seq.), the Civil Rights Act of 1991,


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<PAGE>

     and the laws of the State of  missouri  relating to  employment  practices,
     discrimination and/or civil rights, as well as all other federal, state and
     local  statutes,   ordinances  and  regulations  relating  in  any  way  to
     employment,  breach of express or implied contract,  breach of the covenant
     of good faith & fair dealing,  wrongful descharge or any other violation of
     federal,  state or local  statute or common law. You further agree that you
     have not and shall not in the future, file any charge, claim, proceeding or
     suit,  of any kind,  against the  Company or any person or entity  released
     above arising out of your employment or the termination thereof.

13.  You understand and  acknowledge,  by your execution of this document,  that
     the release and other agreements set forth in the preceding paragraph is in
     exchange  for  consideration  in  addition to that to which you already are
     entitled.  Should you choose to not accept this offer of  separation,  your
     employment  will be  terminated  effective  30  April  1999 and you will be
     provided with  compensation  and benefits to which you are entitled,  only.
     Details of this entitlement are outlined in Appendix A of this document.

14.  You  acknowledge,  by your execution of this document,  your  understanding
     that  the  intent  of  this  Agreement  is to  bring  to a  conclusion  all
     employment,  compensation, benefit or other agreements in existence between
     you and Agribrands International, Inc., or any of its subsidiaries. This is
     a comprehensive  settlement of all employment claims or rights that you may
     have with Agribrands or any of its affiliates, including but not limited to
     Agribrands  Purina do Brasil,  Ltda.  or its  predecessors.  Any amounts or
     benefits due under any other such  arrangements  shall be deducted from the
     amounts due  hereunder,  except that you may retain any benefits due to you
     under the Brazilian  social security or retirement  system.  However,  this
     Separation  Agreement  is a release and waiver of any right you may have to
     sue or claim a termination or severance indemnity from Agribrands or any of
     its affiliates,  including but not limited to Agribrands  Purina do Brasil,
     Ltda. or its predecessors.

15.  You  acknowledge  that you are being advised by this letter to consult with
     an attorney prior to the execution of this document, and that you have been
     given a period  of at least 21 days in  which to  consider  this  agreement
     prior to its execution.

16.  You  acknowledge  that you understand  that, even if you sign this document
     within the 21- day period permitted above, you may, thereafter, revoke your
     decision  at any  time  during  the  7-day  period  following  the  date of
     execution. You further acknowledge that this document will not be effective
     or enforceable until that 7-day period of time has expired.

17.  You  agree  that  the  existence  of  this  Agreement  and  its  terms  are
     confidential  and that you  will  not,  therefore,  discuss,  or  otherwise
     disclose the existence of this Agreement,  the terms of this Agreement,  or
     any fact concerning its negotiation,  execution,  or  implementation to any
     person,  firm, or entity, other than your spouse, tax preparer or attorney,
     except as may be required by law.



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<PAGE>

18.  You further agree that this  Agreement does not constitute any admission by
     the  Company of any  wrongdoing  or  violation  of any law,  regulation  or
     ordinance.

19.  You also agree that no representation or promise inconsistent or additional
     to this Agreement has been made to you, and that this Agreement is the full
     and complete Agreement between you and the Company. You further acknowledge
     that this Agreement cannot be modified or supplemented  except in a writing
     signed by both parties hereto,  and that no facts currently unknown to you,
     but which may later become known to you,  shall affect in any way or manner
     the final nature of this Agreement.

20.  Finally, you also agree that:

     (i)  Through 30 April 1999 you shall  cooperate with and assist the Company
          whenever   reasonably   possible,   so  that   all  of  your   duties,
          responsibilities  and pending  matters can be transferred to others in
          an orderly way;

     (ii) you shall  return all Company  materials  that may have been issued to
          you, including, but not limited to, computer(s),  office equipment and
          supplies,  credit cards, files (in any format),  cash advances and, if
          necessary, shall file a final expense report(s);

     (iii)you shall not use or  disclose,  either  directly  or  indirectly,  to
          anyone not connected with the Company any confidential  information or
          trade  secrets which you obtained  during the term of your  employment
          with the Company;

     (iv) you shall not make any  copies for use  outside of the  Company of any
          client lists or any  memoranda,  books,  records,  or documents  which
          contain  confidential  information  or trade secrets  belonging to the
          Company;

     (v)  upon  the  Company's  request,   and  when  you  might  have  relevant
          information, you shall provide the Company with reasonable cooperation
          and  assistance  in legal or  fiscal  matters  such as  testifying  at
          trials,  tax reviews,  customs  investigations or customer issues. The
          Company shall pay you for any  reasonable  and necessary  expenses and
          any  loss of wages or  salary  you  incur  because  of your  requested
          cooperation with, and assistance to, the Company;

     (vi) unless the Company and you mutually  agree to the contrary,  you shall
          not, at any future date,  make  application  for  employment  with the
          Company, and

     (vii)you  shall  execute  and  deliver  to  Company  resignations  from all
          boards,  offices  or  other  positions  you  hold  by  virtue  of your
          employment with the Company and redeliver to Company,  without charge,
          all  shares  of any  affiliates  which may be issued in your name as a
          representative of the Company.



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<PAGE>

     By  your  signature  on  the  duplicate   originals  of  this  letter,  you
     acknowledge  that you have read,  and had the  opportunity  to review  with
     counsel of your choice, the foregoing  agreement and understand it, and are
     executing it voluntarily of your own choice.

     Agreed and  voluntarily  accepted this _____ day of  _____________________,
     1999.


By:  ________________________________    ________________________________
         Bill G. Armstrong               Gonzalo Dal Borgo
         Chief Operating Officer
























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