SECOND AMENDMENT TO
                                 CREDIT AGREEMENT


                  THIS SECOND  AMENDMENT TO CREDIT  AGREEMENT,  made and entered
into as of the _____ day of October, 1998, by and between PM RESOURCES,  INC., a
Missouri   corporation   ("PM"),   AGRI-NUTRITION   GROUP  LIMITED,  a  Delaware
corporation  ("Agri-Nutrition"),  and ST. JON  LABORATORIES,  INC., a California
corporation ("St. JON," and collectively with PM and Agri-Nutrition  referred to
herein as  "Borrowers")  and FIRST BANK, a Missouri  state  banking  corporation
("Bank").

                               WITNESSETH:

                  WHEREAS,  Borrowers  heretofore jointly and severally executed
and  delivered  to Bank a  Revolving  Credit  Note  dated May 14,  1998,  in the
principal   amount  of  up  to  Nine  Million  Two  Hundred   Thousand   Dollars
($9,200,000.00),  payable  to the  order of Bank as  therein  set  forth,  which
Revolving  Credit  Note was amended and  restated  by  Borrowers  in a Revolving
Credit Note dated August 6, 1998 in the  principal  amount of up to Nine Million
Seven Hundred Thousand Dollars  ($9,700,000.00) made by Borrowers payable to the
order of Bank as therein set forth (as amended and restated, the "Note"); and

                  WHEREAS,  the Note is described in a certain Credit  Agreement
dated May 14, 1998 made by and among Borrowers and Bank as previously amended by
an  Amendment to Credit  Agreement  dated as of August 6, 1998 made by and among
Borrowers and Bank (as amended, the "Loan Agreement"); and

                  WHEREAS,  Borrowers  and Bank desire to further amend the Loan
Agreement and the Note to extend the Five Hundred Thousand Dollars ($500,000.00)
temporary  increase in the maximum  available  principal amount thereunder until
January  31,  1999  (subject  to the  Borrowing  Base,  the  scheduled  periodic
principal reductions set forth in Section 3.1(b) of the Loan Agreement and other
terms and conditions of the Loan Agreement) and to make certain other amendments
thereto on the terms and conditions set forth herein;

                  NOW,  THEREFORE,  in  consideration  of the  premises  and the
mutual  provisions and agreements  hereinafter set forth,  the parties hereto do
hereby mutually promise and agree as follows:

     1. The Note  shall be  amended  and  restated  in the form of that  certain
Revolving  Credit Note  attached  hereto as Exhibit C, to extend the increase in
the maximum  principal  amount  thereof to Nine Million Seven  Hundred  Thousand
Dollars  ($9,700,000.00) for the period of time up to and including November 29,
1998,  reducing  automatically on November 30, 1998 to the new maximum amount of
Nine Million Five Hundred Fifty  Thousand  Dollars  ($9,550,000.00)  pursuant to
Section  3.1(b) of the Loan  Agreement  for the period up to January  31,  1999,
reducing  automatically  on January 31,  1999 to the new maximum  amount of Nine
Million Fifty Thousand Dollars  ($9,050,000.00)  and thereafter  reducing as set
forth in Section 3.1(b) of the Loan Agreement, and to make certain amendments as
set forth  therein.  All  references  in the Loan  Agreement  to the "Note," the
"Revolving  Credit Note" and other  references of similar import shall hereafter
be amended and deemed to refer to the Note in the form of the  Revolving  Credit
Note,  as  amended  and  restated  in the form  attached  hereto as  Exhibit  C.
Borrowers  hereby agree that on or before 5:00 p.m. (St. Louis time) on November
30, 1998,  Borrowers  shall  jointly and  severally  repay to Bank,  without any
requirement  of demand or notice from Bank,  an amount  equal to amount by which
the outstanding  principal balance of the Note exceeds Nine Million Five Hundred
Fifty Thousand Dollars ($9,550,000.00), together with all other amounts then due
under the terms of the Loan  Agreement  and the Note and that on or before  5:00
p.m. (St. Louis time) on January 31, 1999, Borrowers shall jointly and severally
repay to Bank,  without any requirement of demand or notice from Bank, an amount
equal to amount by which the outstanding  principal  balance of the Note exceeds
Nine Million Fifty  Thousand  Dollars  ($9,050,000.00),  together with all other
amounts then due under the terms of the Loan Agreement and the Note.

     2. The fourth paragraph beginning with the word "WHEREAS" on the first page
of the Loan Agreement shall be deleted in its entirety and in its place shall be
substituted the following:

                           WHEREAS,  Borrowers have requested the  consolidation
         of the above described  credit  facilities under one borrowing base for
         Agri-Nutrition and its Subsidiaries on a joint and several basis and an
         extension  of such  joint and  several  loan  facility  from Bank in an
         aggregate principal amount of up to Nine Million Seven Hundred Thousand
         Dollars ($9,700,000.00) for a period of time from October 2, 1998 up to
         and including  November 29, 1998, Five Million Dollars  ($5,000,000.00)
         of which  shall be subject to a  Borrowing  Base (as set forth  herein)
         ("Facility  A"), and the remaining Four Million Seven Hundred  Thousand
         Dollars  ($4,700,000.00)  of which shall be a reducing revolving credit
         line from Bank  ("Facility  B"),  that on November 30, 1998 the maximum
         principal  amount of such loan  facility  and  Facility B shall  reduce
         automatically as set forth in Section 3.1(b) herein, and on January 31,
         1999 the  maximum  principal  amount  of such  loan  facility  shall be
         further reduced automatically to an aggregate principal amount of up to
         Nine  Million  Fifty   Thousand   Dollars   ($9,050,000.00),   reducing
         thereafter  pursuant to Section 3.1(b) herein during the period of time
         from February 1, 1999 up to and including March 31, 2001 (as of January
         31, 1999, Four Million Five Hundred Thousand Dollars ($4,500,000.00) of
         which shall be subject to the Borrowing  Base under Facility A, and the
         remaining   Four   Million   Five  Hundred   Fifty   Thousand   Dollars
         ($4,550,000.00) of which shall constitute the reducing revolving credit
         line from Bank under Facility B); and

     3. The  definition  of "Letter of Credit  Application"  in Section 2 of the
Loan  Agreement  shall be  deleted  in its  entirety  and in its place  shall be
substituted the following:

                           Letter   of   Credit   Application   shall   mean  an
         application and agreement for  irrevocable  standby letter of credit in
         the form of  Exhibit  F  attached  hereto  and  incorporated  herein by
         reference, or an application and reimbursement agreement for commercial
         letter of credit in the form of  Exhibit  G  attached  to that  certain
         Second Amendment to Loan Agreement made by and among Borrowers and Bank
         dated as of October ___, 1998 (the "Second Amendment") and incorporated
         herein by reference, in either case as executed by Borrower, as account
         party, and delivered to Bank pursuant to Section 3.3(a) as the same may
         from time to time be amended, modified, extended or renewed.

     4. The last sentence of Section 3.2 of the Loan Agreement  shall be deleted
in its entirety and in its place shall be substituted the following:

                           Contemporaneously  with the execution of that certain
         Second  Amendment to Credit  Agreement dated as of October 2, 1998 made
         by and among  Borrowers  and Bank (the "Second  Amendment"),  Borrowers
         shall  execute  and  deliver  to Bank a Note of  Borrowers  dated as of
         October 2, 1998 and payable  jointly and severally to the order of Bank
         in the original principal amount of Nine Million Seven Hundred Thousand
         Dollars ($9,700,000.00) in the form attached as Exhibit C to the Second
         Amendment  and  incorporated  herein by reference (as the same may from
         time to time be amended, modified, extended or renewed, the "Note").

     5. Section  3.3(a) of the Loan  Agreement  shall be deleted in its entirety
and in its place shall be substituted the following:

                  3.3      Letters of Credit.

                                    (a)      Subject to the terms and conditions
         of this Agreement, during the Term of this Agreement, and so long as no
         Default or Event of  Default  under  this Agreement has occurred and is
         continuing, Bank  hereby agrees to issue irrevocable standby letters of
         credit or commercial  letters of  credit for  the account of any of the
         Borrowers, or to cause other banks to issue irrevocable standby letters
         of credit or commercial letters of credit for the account of any of the
         Borrowers by  indemnifying  such other banks for Borrowers  obligations
         thereunder (each  individually,  a "Letter of Credit" and collectively,
         the  "Letters of  Credit")  in an amount and for the term  specifically
         requested by any of the Borrowers by application in writing to Bank (or
         such  other  bank)  in the  form  of  Exhibit  F  attached  hereto  and
         incorporated  herein by  reference  in the case of a standby  Letter of
         Credit,  or in the form of Exhibit G attached  to the Second  Amendment
         and incorporated herein by reference in the case of a commercial Letter
         of Credit  (each a "Letter of Credit  Application")  at least three (3)
         Business  Days  prior  to the  requested  issuance  thereof;  provided,
         however, that:

                                    (i)    Borrowers, or any of them, shall have
executed  and delivered  to Bank a Letter of Credit Application with respect  to
such Letter of Credit;

                                    (ii) the term of any such  Letter  of Credit
shall not extend beyond the last day of the Term hereof; and

                                    (iii)            the aggregate undrawn face
amount of all outstanding Letters of Credit plus the outstanding principal 
amount of all Facility A Loans shall not at any one time exceed the lesser of
(a) the Borrowing Base or (b) the Bank's Facility A Commitment; and

                                    (iv)   the text of any such Letter of Credit
is provided to Bank no less than three (3) Business Days prior to the requested 
issuance date, which text must be acceptable to Bank in its sole and absolute
discretion.

     6. Section  3.3(b) of the Loan  Agreement  shall be deleted in its entirety
and in its place shall be substituted the following:

(b)  The  payment  of  drafts  under  each  Letter  of  Credit  shall be made in
     accordance  with the terms  thereof and, in that  connection,  Bank (or any
     other  issuing  bank  thereof)  shall be  entitled  to honor any drafts and
     accept any documents  presented to it by the  beneficiary of such Letter of
     Credit in accordance with the terms of such Letter of Credit and reasonably
     believed by Bank (or such issuing bank) to be genuine.  Bank (or such other
     issuing  bank)  shall not have any duty to  inquire as to the  accuracy  or
     authenticity  of any draft or other drawing  document that may be presented
     to it other than the duties contemplated by the applicable Letter of Credit
     Application.  If Bank (or such other  issuing  bank)  shall  have  received
     documents  that in its judgment  constitute  all of the documents  that are
     required to be presented  before  payment or  acceptance of a draft under a
     Letter of Credit,  it shall be  entitled  to pay such draft  provided  such
     documents  conform  on their  face to the  requirements  of such  Letter of
     Credit.

     7.  Section  3.3(d)(ii)  of the  Loan  Agreement  shall be  deleted  in its
entirety and in its place shall be substituted the following:

(ii) Borrowers  shall pay to Bank with  respect to each Letter of Credit for the
     period during which such Letter of Credit is outstanding:

(1)  in the case of any  standby  Letter of Credit,  a  nonrefundable  Letter of
     Credit  commitment  fee in an amount per annum  equal to the greater of (A)
     One  Hundred  Dollars  ($100.00)  or (B) the  applicable  Letter  of Credit
     Commitment  Fee Rate in effect for the fiscal quarter in which such standby
     Letter of  Credit is issued  (calculated  on an actual  day,  360-day  year
     basis) times the face amount  (taking into account any scheduled  increases
     or decreases  therein during the fiscal quarter in question) of the standby
     Letter of Credit then being issued hereunder; or

(2)  such up-front fee in the case of each such  commercial  Letter of Credit as
     shall  be  determined  by Bank  and  agreed  to by  Borrowers  prior to the
     issuance thereof ;

         ("Letter of Credit Commitment Fee"),  which Letter of Credit Commitment
Fee shall be due and  payable in advance  on the date of  issuance  of each such
Letter of Credit and on each renewal date of any such Letter of Credit.

     8.  Section  7.1(i)(ii)  of the  Loan  Agreement  shall be  deleted  in its
entirety and in its place shall be substituted the following:

(ii) Maintain a ratio of  Consolidated  EBITDA minus  Capital  Expenditures  and
     minus permitted  purchases by Borrowers of any of the  outstanding  capital
     stock  of   Agri-Nutrition   during  any  such  period   (determined  on  a
     consolidated basis for Borrowers and their Consolidated Subsidiaries and in
     accordance  with  Generally  Accepted  Accounting  Principles  consistently
     applied,  for the  twelve  month  period  ending  on the  date of any  such
     calculation),  to  Consolidated  Interest  Expense  plus  Consolidated  Tax
     Expense  of at  least  (A)  1.10 to 1.0 at all  times  up to and  including
     October 31, 1998,  (B) 1.25 to 1.0 at all times from November 1, 1998 up to
     and including November 30, 1998, (C) 1.50 to 1.0 at all times from December
     1, 1998 up to and  including  October 31, 1999,  and (D) 1.70 to 1.0 at all
     times thereafter during the Term hereof;

     9.  Section  7.1(i)(iii)  of the Loan  Agreement  shall be  deleted  in its
entirety and in its place shall be substituted the following:

(iii)Maintain a ratio of  Indebtedness  (determined on a consolidated  basis for
     Borrowers  and  their  Consolidated  Subsidiaries  and in  accordance  with
     Generally  Accepted  Accounting   Principles   consistently   applied,  but
     excluding  Subordinated  Debt) to Consolidated  EBITDA of not more than (A)
     10.00 to 1.0 at all times up to and including September 30, 1998, (B) 11.00
     to 1.0 at all times from  October 1, 1998 up to and  including  October 31,
     1998,  (C)  9.00  to 1.0 at all  times  from  November  1,  1998  up to and
     including  November 30, 1998, (D) 7.25 to 1.0 at all times from December 1,
     1998 up to and  including  December 31, 1998,  (E) 6.50 to 1.0 at all times
     from January 1, 1999 up to and including February 28, 1999, (F) 7.00 to 1.0
     at all times from March 1, 1999 up to and including July 31, 1999, (G) 6.00
     to 1.0 at all times from  August 1, 1999 up to and  including  October  31,
     1999,  (H)  5.75  to 1.0 at all  times  from  November  1,  1999  up to and
     including  February  28,  2000,  (I) 6.75 to 1.0 at all times from March 1,
     2000 up to and  including  July 31, 2000,  and (J) 5.75 to 1.0 at all times
     thereafter during the Term hereof;

     10.  Section  7.1(i)(iv)  of the Loan  Agreement  shall be  deleted  in its
entirety and in its place shall be substituted the following:

(iv) Maintain a minimum  net  income or maximum  net loss as the case may be (in
     either case  including  extraordinary  losses but  excluding  extraordinary
     gains  except to the  extent  extraordinary  gains  may be  netted  against
     extraordinary  losses in a period,  and determined on a consolidated  basis
     for  Borrowers  and their  Consolidated  Subsidiaries  in  accordance  with
     Generally Accepted  Accounting  Principles  consistently  applied,  for the
     twelve-month  period ending on the date of each such calculation) of: (A) a
     net loss of not more than Five Hundred  Thousand  Dollars  ($500,000.00) on
     September  30, 1998,  (B) a net loss of not more than Five  Hundred  Twenty
     Thousand  Dollars  ($520,000.00) on October 31, 1998, (C) a net loss of not
     more than Three Hundred Fifty Thousand  Dollars  ($350,000.00)  on November
     30,  1998,  (D) a net loss of not more than Two  Hundred  Thousand  Dollars
     ($200,000.00)  on December  31,  1998,  (E) a net loss of not more than One
     Hundred Fifty Thousand Dollars ($150,000.00) at each month-end from January
     31, 1999 up to and  including  March 31,  1999,  and (F) a net income of at
     least  One  Hundred  Thousand  Dollars   ($100,000.00)  at  each  month-end
     thereafter, commencing with the month ending April 30, 1999.

     11. Section  7.2(g) of the Loan Agreement  shall be deleted in its entirety
and in its place shall be substituted the following:

(g)  Stock  Redemptions  and  Distributions.  None of the Borrowers will make or
     declare or incur any liability to make any  Distribution  in respect of the
     capital stock of Agri-Nutrition  without the prior written consent of Bank,
     provided that if (i) Borrowers are in compliance with each of the financial
     covenants set forth in Section  7.1(i) herein as of January 31, 1999,  (ii)
     no Default or Event of Default otherwise then exists  hereunder,  and (iii)
     Borrowers  project  that they shall remain in  compliance  with each of the
     financial  covenants  contained  in Section  7.1(i)  herein  after any such
     contemplated Distribution, then Agri-Nutrition may repurchase up to 500,000
     shares (less the number of shares repurchased between December 12, 1995 and
     October 5, 1998) of its capital  stock on the open market  pursuant to that
     certain  share  repurchase  program  outlined  to  Bank  in a  letter  from
     Agri-Nutrition to Bank dated December 12, 1995.

     12. The  Borrowing  Base  Certificate  shall be amended and restated in the
form of that certain Borrowing Base Certificate  attached hereto as Exhibit A to
incorporate  the above  changes.  All  references  in the Loan  Agreement to the
"Borrowing  Base  Certificate"  and other  references  of similar  import  shall
hereafter be amended and deemed to refer to the Borrowing  Base  certificate  in
the form attached hereto as Exhibit A. --------- ---------

     13.  In  consideration  of Bank's  agreement  to  extend  the Five  Hundred
Thousand  Dollars  ($500,000.00)  temporary  increase in the  maximum  available
principal  amount of the  revolving  credit  facility as set forth herein and to
amend  the  covenants  as set  forth  herein,  Borrowers  agree to  jointly  and
severally  pay to Bank an amendment  fee in the amount of  $2,500.00,  which fee
shall be due and payable and fully earned on the date hereof.

     14. The agreements of Bank contained herein are expressly  conditioned upon
deliver by Borrowers of the following:

(a)  the executed original of this Second Amendment to Credit Agreement;

(b)  the executed original of the amended and restated Note;

(c)  a copy of  resolutions  of the Board of Directors of each of the Borrowers,
     duly adopted,  which  authorize the execution,  delivery and performance of
     this Second Amendment to Credit Agreement and the amended and restated Note
     and the other  Transaction  Documents,  certified by the  Secretary of each
     such Borrower;

(d)  the  Consent of  Agri-Nutrition  and St. JON in the form  attached  hereto,
     acknowledging   the   amendments   contained   herein  and  the  continuing
     effectiveness  of the Pledge  Agreements,  duly  executed  respectively  by
     Agri-Nutrition and St. JON;

(e)  such other documents as Bank may reasonably request; and

(f)  payment by  Borrowers of the  amendment  fee  required  under  paragraph 14
     above.

     15. Borrowers hereby represent and warrant to Bank that:

(a)  The  execution,  delivery  and  performance  by  Borrowers  of this  Second
     Amendment to Credit Agreement and the amended and restated Revolving Credit
     Note  are  within  the  corporate  powers  of  Borrowers,  have  been  duly
     authorized by all necessary corporate action and require no action by or in
     respect of, or filing with, any governmental or regulatory body,  agency or
     official.  The  execution,  delivery and  performance  by Borrowers of this
     Second Amendment to Credit Agreement and the amended and restated Revolving
     Credit  Note do not  conflict  with,  or result  in a breach of the  terms,
     conditions or provisions of, or constitute a default under or result in any
     violation  of,  and none of the  Borrowers  is now in  default  under or in
     violation of, the terms of the Articles of  Incorporation or Bylaws of such
     Borrower, any applicable law, any rule,  regulation,  order, writ, judgment
     or  decree  of  any  court  or   governmental   or  regulatory   agency  or
     instrumentality,  or  any  agreement  or  instrument  to  which  any of the
     Borrowers  is a party or by which  any of them is bound or to which  any of
     them is subject;

(b)  This Second  Amendment  to Credit  Agreement  and the amended and  restated
     Revolving  Credit Note have been duly executed and delivered and constitute
     the legal,  valid and  binding  obligations  of  Borrowers  enforceable  in
     accordance with their terms; and

(c)  As of the date hereof, all of the covenants, representations and warranties
     of Borrowers  set forth in the Loan  Agreement  are true and correct and no
     "Event of Default" (as defined  therein) under or within the meaning of the
     Loan Agreement has occurred and is continuing.

     16. All references in the Loan  Agreement to "this Loan  Agreement" and any
other  references of similar import shall  henceforth mean the Loan Agreement as
amended by this Second Amendment to Credit Agreement.

     17. This Second  Amendment to Credit Agreement and the amended and restated
Revolving  Credit  Note  shall be binding  upon and inure to the  benefit of the
parties  hereto  and  their  respective  successors  and  assigns,  except  that
Borrowers  may  not  assign,  transfer  or  delegate  any  of  their  rights  or
obligations hereunder.

     18.  This Second  Amendment  to Credit  Agreement  shall be governed by and
construed in accordance with the internal laws of the State of Missouri.

     19. In the event of any  inconsistency  or  conflict  between  this  Second
Amendment to Credit Agreement and the Loan Agreement,  the terms, provisions and
conditions  of this  Second  Amendment  to Credit  Agreement  shall  govern  and
control.

     20. The Loan Agreement, as hereby amended and modified, and the amended and
restated  Revolving  Credit Note, as hereby amended and restated,  are and shall
remain the binding  obligations of Borrowers and all of the  provisions,  terms,
stipulations, conditions, covenants and powers contained therein shall stand and
remain in full force and  effect,  except only as the same are herein and hereby
specifically varied or amended,  and the same are hereby ratified and confirmed.
If any  installment  of  principal  or  interest  on the  amended  and  restated
Revolving  Credit Note shall not be paid when due as provided in the amended and
restated Revolving Credit Note, the holder of the amended and restated Revolving
Credit Note shall be entitled to and may exercise all rights and remedies  under
the amended  and  restated  Revolving  Credit  Note and the Loan  Agreement,  as
amended.

     21. ORAL  AGREEMENTS  OR  COMMITMENTS  TO LOAN MONEY,  EXTEND  CREDIT OR TO
FOREBEAR FROM  ENFORCING  REPAYMENT OF A DEBT,  INCLUDING  PROMISES TO EXTEND OR
RENEW SUCH DEBT,  ARE NOT  ENFORCEABLE.  TO PROTECT  BORROWERS AND BANK FROM ANY
MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS REACHED BY BORROWERS AND BANK
COVERING  SUCH MATTERS ARE CONTAINED IN THE LOAN  AGREEMENT,  AS AMENDED BY THIS
AGREEMENT,   WHICH  CONSTITUTES  A  COMPLETE  AND  EXCLUSIVE  STATEMENT  OF  THE
AGREEMENTS  BETWEEN  BORROWERS  AND BANK EXCEPT AS BORROWERS  AND BANK MAY LATER
AGREE IN WRITING TO MODIFY.  THE LOAN  AGREEMENT,  AS AMENDED BY THIS AGREEMENT,
EMBODIES THE ENTIRE AGREEMENT AND  UNDERSTANDING  BETWEEN THE PARTIES HERETO AND
SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS (ORAL OR WRITTEN) RELATING TO
THE SUBJECT MATTER HEREOF.

     IN WITNESS WHEREOF,  the parties hereto have executed this instrument as of
the date first written above on this _____ day of October, 1998.

                                PM RESOURCES, INC.



                                By:
                                     Robert J. Elfanbaum, 
                                     Vice President and Treasurer

                                AGRI-NUTRITION GROUP LIMITED



                                By:
                                     Robert J. Elfanbaum, Secretary

                                ST. JON LABORATORIES, INC.



                                By:
                                     Robert J. Elfanbaum, Vice President,
                                     Secretary and Treasurer

                                FIRST BANK



                                By:
                                     Ted H. Kraizer, Vice President


<PAGE>



                          CONSENT TO SECOND AMENDMENT TO
                                CREDIT AGREEMENT 

                  The  undersigned  hereby consent to the terms of the foregoing
Second  Amendment to Credit  Agreement  and the amended and  restated  Revolving
Credit Note and other  amendments  being  executed in  connection  therewith  as
referenced  therein  (collectively,   the  "Amendments"),  and  the  undersigned
acknowledge   that  the   execution   and  delivery  by  PM   Resources,   Inc.,
Agri-Nutrition  Group Limited and St. JON Laboratories,  Inc. of said Amendments
will not  affect or  impair  the  undersigned's  respective  obligations  to and
agreements  with Bank under (i) that certain  Agreement of Pledge  (Third Party)
dated May 14, 1998 made by  Agri-Nutrition  Group  Limited in favor of Bank (the
"Agri-Nutrition  Pledge  Agreement"),  or (ii) that certain  Agreement of Pledge
(Third Party) dated May 14, 1998 made by St. JON Laboratories,  Inc. in favor of
Bank (the "St. JON Pledge  Agreement"),  which  obligations  and  agreements are
hereby  ratified and confirmed.  The undersigned  further  acknowledge and agree
that all references in the  Agri-Nutrition  Pledge  Agreement and in the St. JON
Pledge  Agreement  to the "Credit  Agreement"  and other  references  of similar
import shall henceforth mean the foregoing Credit  Agreement,  as amended on the
date  hereof  and as the same  may from  time to time be  further  amended;  all
references  in the  Agri-Nutrition  Pledge  Agreement  and  the St.  JON  Pledge
Agreement to the "Note," the  "Revolving  Credit Note" and other  references  of
similar import shall  henceforth mean the Revolving  Credit Note, as amended and
restated,  and as the same may from  time to time be  further  amended;  and all
references  in the  Agri-Nutrition  Pledge  Agreement  and  the St.  JON  Pledge
Agreement to any of the other  transaction  documents shall henceforth mean such
documents as the same may have been amended by the other  Amendments  and as the
same may from time to time be further amended.

Dated:  as of October ___, 1998.

                                   AGRI-NUTRITION GROUP LIMITED


                                   By:   
                                          Robert J. Elfanbaum, Vice President
                                          and Chief Financial Officer

                                   ST. JON LABORATORIES, INC.


                                   By:       
                                          Robert J. Elfanbaum, Vice President,
                                          Secretary and Treasurer


                                            - 2 -


<PAGE>



                                EXHIBIT A

                        BORROWING BASE CERTIFICATE


                  This  Borrowing  Base  Certificate  is  delivered  pursuant to
Section  3.1(d) of that certain  Credit  Agreement  dated May 14,  1998,  by and
between Agri-Nutrition Group Limited, PM Resources,  Inc., St. JON Laboratories,
Inc. and First Bank (as amended,  the "Loan  Agreement").  All capitalized terms
used  and not  otherwise  defined  herein  shall  have the  respective  meanings
ascribed to them in the Loan Agreement.

                  Borrowers  hereby  represent  and  warrant  to Bank  that  the
following information is true and correct as of _________________, 19__:

         1.       75% of face amount of Eligible Accounts of PM Resources 
                                                                          

         2.       75% of face amount of Eligible Accounts of Agri-Nutrition     
                                                                                

         3.       75% of the face amount of Eligible Accounts of St. JON        
                                                                                

         4.       45% of Eligible Inventory of PM Resources, valued
                  at the lower of cost or market                                
                                                                                

         5.       45% of Eligible Inventory of Agri-Nutrition, valued
                  at the lower of cost or market                                
                                                                                

         6.       45% of Eligible Inventory of St. JON, valued at the lower
                  of cost or market                                             

         7.       Total  Borrowing  Base (sum of 1 through 6 above not to exceed
                  $5,000,000.00 up to and including January 31, 1999 or
                  $4,500,000.00 thereafter)                                     
                                                                                


                  Borrowers  hereby  further  represent and warrant to Bank that
the  following  information  is true and  correct as of  ______________________,
19___:

         8.       Aggregate principal amount of outstanding Facility A Loans    
                                                                                

         9.       Aggregate face amount of outstanding Letters of Credit        
                                                                                

         10.      Total Outstanding (Item 8 plus Item 9)                        
                                                                                

         11.      Borrowing Base Excess (Deficit) (Item 7 minus Item 10)
                  (Negative amount represents mandatory repayment)              

                  If Item 11 above is negative,  this Borrowing Base Certificate
is accompanied by the mandatory repayment required by Section 3.1(e) of the Loan
Agreement.

         12.      Maximum Available principal amount of Facility B Loans        
                                                                                

         13.      Aggregate principal amount of outstanding Facility B Loans    
                                                                                

                  This  Borrowing  Base  Certificate  is dated  the _____ day of
__________________, 19__.

                                         AGRI-NUTRITION GROUP LIMITED


                                         By:                
                                         Title:                  

                                         PM RESOURCES, INC.



                                         By:                         
                                         Title:                     


                                         ST. JON LABORATORIES, INC.



                                         By:                          
                                         Title:                           


                                                 - 3 -


<PAGE>



                               EXHIBIT C

                        Revolving Credit Note


$9,700,000.00                                            St. Louis, Missouri
                                                           October 2, 1998


                  FOR  VALUE  RECEIVED,  on March 31,  2001 (or such  subsequent
anniversary thereof as determined pursuant to Section 3.10 of the Loan Agreement
(hereinafter  identified)),  the undersigned,  AGRI-NUTRITION  GROUP LIMITED,  a
Delaware corporation,  PM RESOURCES,  INC., a Missouri corporation,  and ST. JON
LABORATORIES,  INC., a California corporation  (collectively,  the "Borrowers"),
hereby  jointly  and  severally  promise  to pay to the order of FIRST  BANK,  a
Missouri state banking corporation  ("Bank"),  the principal sum of Nine Million
Seven Hundred Thousand Dollars  ($9,700,000.00),  or such lesser sum as may then
be outstanding  hereunder.  The aggregate  principal  amount which Bank shall be
committed to have  outstanding  under Facility A hereunder at any one time shall
not  exceed  the  lesser  of (i) for the  period  from  the date  hereof  to and
including  January 31, 1999 the amount of Five Million Dollars  ($5,000,000.00),
or from and  after  January  31,  1999 an amount of Four  Million  Five  Hundred
Thousand  Dollars  ($4,500,000.00),  or (ii) the "Borrowing Base" (as defined in
the Loan  Agreement  (as  hereinafter  defined)),  which amount may be borrowed,
paid,  reborrowed  and  repaid,  in whole or in part,  subject  to the terms and
conditions  hereof  and  of  the  Loan  Agreement  hereinafter  identified.  The
aggregate  principal  amount which Bank shall be  committed to have  outstanding
under  Facility B hereunder at any one time shall not exceed Four Million  Seven
Hundred Thousand Dollars  ($4,700,000.00)  as reduced from time to time pursuant
to Section 3.1(b) of the Loan Agreement hereinafter identified, which amount may
be borrowed,  paid,  reborrowed and repaid, in whole or in part,  subject to the
terms and conditions hereof and of the Loan Agreement hereinafter identified.

                  Borrowers  further jointly and severally promise to pay to the
order of Bank  interest on the  principal  amount from time to time  outstanding
hereunder  prior to maturity from the date  disbursed  until paid at the rate or
rates per annum required by the Loan  Agreement or otherwise  selected by any of
the  Borrowers  as set  forth in the Loan  Agreement.  All  accrued  and  unpaid
interest with respect to each principal  disbursement  made  hereunder  shall be
payable (a) monthly on the fifteenth (15th) day of the month following the month
in which such interest accrued,  commencing with the fifteenth (15th) day of the
month  following the month in which any such  disbursement  was made, and on the
fifteenth  (15th) day of each month  thereafter,  (b) if such  disbursement is a
Treasury Rate Loan, such accrued  interest shall also be payable on the last day
of the  Interest  Period with respect  thereto,  and (c) at the maturity of this
Note, whether by reason of acceleration or otherwise. After the maturity of this
Note, whether by reason of acceleration or otherwise,  interest shall accrue and
be payable on demand on the entire outstanding principal balance hereunder until
paid at a rate per annum equal to Three and  One-Half  Percent  (3.50%) over and
above the Prime Rate,  fluctuating as and when said Prime Rate shall change. All
payments  hereunder  (other  than  prepayments)  shall be  applied  first to the
payment of all  accrued and unpaid  interest,  with the  balance,  if any, to be
applied to the payment of principal.

All prepayments hereunder shall be applied solely to the payment of principal.

                  All payments of principal and interest hereunder shall be made
in  lawful  currency  of the  United  States  in  Federal  or other  immediately
available funds at the office of Bank situated at 1281 Graham Road,  Florissant,
Missouri  63031,  or at such other place as the holder hereof shall designate in
writing. Interest shall be computed on an actual day, 360-day year basis.

                  Bank may record the date and amount of all loans and all 
payments of principal and interest hereunder in the records it maintains with 
respect thereto.  Bank's books and records showing the account between Bank and
Borrowers shall be admissible in evidence in any action or proceeding and shall 
constitute prima facie proof of the items therein set forth.

                  This  Note is the  Note  referred  to in that  certain  Credit
Agreement  dated as of May 14, 1998 made by and between  Borrowers  and Bank (as
the same may from time to time be amended, the "Loan Agreement"),  to which Loan
Agreement  reference is hereby made for a statement of the terms and  conditions
upon which the maturity of this Note may be accelerated, and for other terms and
conditions,  including  prepayment,  which may affect this Note. All capitalized
terms used herein and not otherwise  defined shall have the meanings assigned to
such terms in the Loan Agreement.

                  This Note is secured by that certain Security  Agreement dated
as of May 14, 1998 executed by Agri-Nutrition Group Limited in favor of Bank, by
that  certain  Security  Agreement  dated as of May 14, 1998 and  executed by PM
Resources, Inc. in favor of Bank and by that certain Security Agreement dated as
of May 14, 1998 executed by St. JON Laboratories,  Inc. in favor of Bank (as the
same may from time to time be  amended,  the  "Security  Agreements"),  to which
Security  Agreements  reference is hereby made for a description of the security
and a statement of the terms and conditions upon which this Note is secured.

                  This Note is also  secured by that  certain  Deed of Trust and
Security Agreement dated September 9, 1993 and executed by PM Resources, Inc. in
favor of Katherine D. Knocke,  as trustee for Bank (as the same may from time to
time be  amended,  the "Deed of  Trust"),  to which Deed of Trust  reference  is
hereby made for a  description  of the security and a statement of the terms and
conditions upon which this Note is secured.

                  This Note is also secured by that certain  Agreement of Pledge
dated as of May 14, 1998 and executed by  Agri-Nutrition  Group Limited in favor
of Bank and by that  certain  Agreement  of Pledge  dated as of May 14, 1998 and
executed by St. JON Laboratories,  Inc. in favor of Bank  (collectively,  as the
same may from time to time be amended, the "Pledge Agreements"), to which Pledge
Agreements reference is hereby made for a description of the additional security
and a  statement  of the terms and  conditions  upon  which this Note is further
secured.

                  If any of the Borrowers  shall fail to make any payment of any
principal  of or interest on this Note as and when the same shall become due and
payable,  or if an "Event of Default" (as defined  therein) shall occur under or
within the meaning of the Loan Agreement,  any of the Security  Agreements,  the
Deed of Trust or either of the  Pledge  Agreements,  Bank  may,  at its  option,
terminate its obligation to make any  additional  loans under this Note and Bank
may further declare the entire  outstanding  principal  balance of this Note and
all accrued and unpaid interest thereon to be immediately due and payable.

                  In the event that any payment of any  principal of or interest
on this Note shall not be paid when due,  whether by reason of  acceleration  or
otherwise,  and this  Note  shall be  placed  in the  hands  of an  attorney  or
attorneys for collection or for  foreclosure of any of the Security  Agreements,
the Deed of Trust or either of the Pledge Agreements  securing payment hereof or
for   representation  of  Bank  in  connection  with  bankruptcy  or  insolvency
proceedings relating hereto,  Borrowers jointly and severally promise to pay, in
addition to all other amounts  otherwise due hereon,  the  reasonable  costs and
expenses of such collection, foreclosure and representation,  including, without
limitation,  reasonable  attorneys' fees and expenses (whether or not litigation
shall  be  commenced  in  aid  thereof).  All  parties  hereto  severally  waive
presentment  for  payment,  demand,  protest,  notice of  protest  and notice of
dishonor.

                  This Note shall be governed  by and  construed  in  accordance
with the internal laws of the State of Missouri.

                                     AGRI-NUTRITION GROUP LIMITED


                                     By:                       
                                            Robert J. Elfanbaum,
                                            Vice President and Chief Financial
                                            Officer

                                     PM RESOURCES, INC.


                                     By:                        
                                            Robert J. Elfanbaum,
                                            Vice President and Treasurer

                                     ST. JON LABORATORIES, INC.


                                     By:                            
                                            Robert J. Elfanbaum, Vice President


                                        - 4 -