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                                                                   EXHIBIT 10.29

                  THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT


         THIS THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT made as of May 22,
1998, by and among UNIMARK FOODS, INC., a Texas corporation which is the
"BORROWER", and THE UNIMARK GROUP, INC., a Texas corporation ("GROUP") of which
the Borrower is a wholly-owned subsidiary, UNIMARK INTERNATIONAL, INC., a Texas
corporation and a wholly-owned subsidiary of Group, and SIMPLY FRESH FRUIT,
INC., a California corporation and a wholly-owned subsidiary of Borrower (each
of which shall be a "GUARANTOR" hereunder and which collectively shall be
"GUARANTORS"); and COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.,
"RABOBANK NEDERLAND," NEW YORK BRANCH, a Netherlands Cooperative Banking
Organization which is the "LENDER".

                                R E C I T A L S:

         A. The Borrower, the Guarantors and the Lender are parties to a
Revolving Credit Agreement dated as of February 12, 1997, as amended by that
First Amendment to Revolving Credit Agreement ("FIRST AMENDMENT") dated October
7, 1997, and the Second Amendment to Revolving Credit Agreement dated November
14, 1997 ("SECOND AMENDMENT") (collectively, the "CREDIT AGREEMENT"), and the
revolving loan now outstanding to Borrower from Lender under such Credit
Agreement matures on April 30, 1998;

         B. Group, its Subsidiaries, and Lender, among others, are parties to an
Extension Agreement and Waiver of Defaults dated as of April 30, 1998, whereby
Lender extended the maturity of the Restated Revolving Note dated as of February
12, 1997 to May 22, 1998, and waived certain defaults existing under the Credit
Agreement.

         C. Group and its Subsidiaries, including the Borrower, taken as a
whole, have now requested that the Lender renew and extend such revolving loan
under the Credit Agreement and also make certain changes in the terms and
conditions thereunder; and

         D. The Lender has agreed to renew and extend the revolving loan now
outstanding under the Credit Agreement and to make certain changes in the terms
and conditions of the Credit Agreement, subject to the terms and conditions
hereinafter provided.

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

         1. SAME TERMS. All terms used herein which are defined in the Credit
Agreement shall have the same meanings when used herein, unless the context
hereof otherwise requires or provides. In addition, all references in the Loan
Documents to the "Agreement" shall mean the Credit Agreement as amended by the
First Amendment, the Second Amendment, and by this Third Amendment to Revolving
Credit Agreement ("THIRD AMENDMENT"), and as the same shall hereafter be amended
from time to time.


THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT - PAGE 1
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         2. AMENDMENTS TO CREDIT AGREEMENT. Effective as of the date above, the
following changes shall be made to the Credit Agreement:

                  a. The definition of "Capital Expenditures" shall be added to
         the Appendix to the Credit Agreement by inserting the following
         paragraph in verbatim after the definition of "Business Day" and before
         the definition of "Capital Lease":

                                    "Capital Expenditures" of a Person means
                  expenditures by such Person for assets which will be used in
                  the ordinary course of such Person's business in a year or
                  years subsequent to the year in which the expenditures are
                  made and which are properly classifiable in the Financial
                  Statements of such Person as property, equipment,
                  improvements, fixed assets, or a similar type of capitalized
                  asset in accordance with GAAP, provided that: (i) such term
                  shall include, whether or not such inclusion is in conformity
                  with GAAP: (A) the capitalized portion of each Capital Lease;
                  and (B) expenditures for equipment purchased simultaneously
                  with the trade-in of existing equipment owned by each Person
                  to the extent of the excess of the purchase price of the
                  equipment so purchased over the book value of the equipment
                  hereby traded in; and (ii) such term shall not include,
                  whether or not such exclusion is in conformity with GAAP,
                  expenditures for replacement or restoration of property to the
                  extent reimbursed with insurance or condemnation proceeds.

                  b. The definition of "Default Rate" in the Appendix to the
         Credit Agreement shall be deleted and the following paragraph
         containing the new definition of "Default Rate" in the Appendix is
         substituted in verbatim therefor:

                                    "Default Rate" means the lesser of: (i) the
                  Highest Lawful Rate; or (ii) the sum of the Base Rate from
                  time to time plus three percent (3%) per annum and thereafter
                  the Highest Lawful Rate.

                  c. The definition of "EBITDA" shall be added to the Appendix
         to the Credit Agreement by inserting the following paragraph in
         verbatim after the definition of "Dollar" and before the definition of
         "Eligible Accounts":

                                    "EBITDA" means for any period an amount
                  equal to the remainder of: (i) the sum of: (A) Net Income for
                  such period; plus (B) the aggregate amount in respect of
                  Interest Expense, depreciation, amortization, and other
                  non-cash charges which in accordance with GAAP were deducted
                  in determining Net Income for such period; plus (C) charges
                  for federal, state, local, and foreign income taxes for such
                  period; plus (D) any extraordinary losses which were deducted
                  in calculating Net Income; minus (ii) any extraordinary gains
                  which were included in calculating Net Income.


THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT - PAGE 2
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                  d. The definition of "Expiration Date" in the Appendix to the
         Credit Agreement is hereby deleted and the following paragraph
         containing the new definition of "Expiration Date" in the Appendix is
         substituted in verbatim therefor:

                                    "Expiration Date" means January 1, 1999 or
                  any other date on which the Commitment terminates pursuant to
                  the terms hereof.

                  e. The definition of "Fixed Charges" shall be added to the
         Appendix to the Credit Agreement by inserting the following paragraph
         in verbatim after the definition of "Financial Statements" and before
         the definition of "Foreign Benefit Law":

                                    "Fixed Charges" for any period means the sum
                  of the following amounts for such period: (i) Interest
                  Expense; plus (ii) scheduled payments of principal of Debt
                  (including the principal component of Capital Lease
                  obligations); plus (iii) dividends paid on any class of
                  capital stock of such Person.

                  f. The definition of "Interest Expense" shall be added to the
         Appendix to the Credit Agreement by inserting the following paragraph
         in verbatim after the definition of "Intangible Assets" and before the
         definition of "Interest Rate Option":

                                    "Interest Expense" means for any period: (i)
                  the sum of: (a) aggregate interest expense for such period
                  determined in accordance with GAAP, in any event including all
                  bank fees, discounts, commissions, discounts, and other fees
                  and charges owed with respect to letters of credit and
                  banker's acceptances and net costs under interest rate
                  protection agreements and the portion of any obligation
                  allocable to interest expense under a Capital Lease; plus (b)
                  interest expense of the type described in clause (a) above
                  capitalized during such period (but excluding amortization of
                  discount interest paid in property other than cash or any
                  other interest expense not payable in cash); minus (ii) any
                  net payments received under interest rate protection
                  agreements.

                  g. The definitions of "Net Income" and "Non-Cash Items" shall
         be added to the Appendix to the Credit Agreement by inserting the
         following paragraphs in verbatim after the definition of "Multiemployer
         Plan" and before the definition of "Notes":

                                    "Net Income" means of a Person means such
                  Person's net earnings (after income taxes) determined in
                  accordance with GAAP but excluding: (i) any gain or loss
                  arising from the sale of capital assets; (ii) any gain arising
                  from any write-up of assets; (iii) earnings of any entity,
                  substantially all of the assets of which have been acquired by
                  such Person in any manner, to the extent that such earnings
                  were realized by such entity prior to the date of such
                  acquisition; (iv) earnings of any entity which has become a
                  Subsidiary of such Person to the extent such earnings were
                  realized prior to 



THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT - PAGE 3
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                  the date such entity became such a Subsidiary; (v) net
                  earnings of any entity in which such Person has an ownership
                  interest (unless such interest is greater than 50%), unless
                  such earnings have actually been received by such Person in
                  the form of cash distributions, and in the case of an
                  ownership interest greater than 50%, net earnings properly
                  allocable to minority interests; (vi) earnings of any entity
                  to which substantially all of the assets of such Person have
                  been sold, transferred, or disposed of, or into which such
                  Person has merged, to the extent that such earnings arise
                  prior to the date of such transaction; and (vii) any gain
                  arising from the acquisition of any securities of such Person.

                                    "Non-Cash Items" means a Person's
                  depreciation, amortization and other non-cash items for any
                  period which in accordance with GAAP were deducted in
                  determining Net Income for such period.

                  h. The definition of "Revolving Note" in the Appendix to the
         Credit Agreement is deleted and the following paragraph containing a
         new definition of "Revolving Note" which includes the Renewal Revolving
         Note of even date herewith shall be substituted in verbatim therefor:

                                    "Revolving Note" means the completed and
                  executed Renewal Revolving Note payable to the Lender in the
                  form attached hereto as Exhibit 2.2B. and any renewals,
                  extensions, rearrangements or restatements thereof and any
                  substitutions or replacements therefor.

                  i. In Section 2.4(a)(i), the reference to the Margin for Base
         Rate Tranches which is 0.00% shall be 1.00% and Section 2.4(a)(i) shall
         now read in verbatim as follows:

                                    (i) For the Base Rate Tranche, a fluctuating
                  rate per annum equal to the sum of the Base Rate plus the
                  appropriate Margin determined as follows:

                                      Period                  Margin

                                      Daily                   1.00%

                  j. In Section 2.4(a)(ii), the reference to the Margin for
         LIBOR Tranches which is 1.75% shall now be 2.75% and Section 2.4(a)(ii)
         shall now read in verbatim as follows:

                                    (ii) for LIBOR Tranches, a rate equal to the
                  sum of the LIBOR Rate plus the appropriate percentage
                  determined as follows:

THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT - PAGE 4
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                                    Period                         Margin

                           30, 60, 90 & 180 days                    2.75%

                  k. In Section 2.4(a)(iii) the reference to the Margin for
         Federal Funds Tranches which is now 1.75% shall be 2.75% and Section
         2.4(a)(iii) shall now read in verbatim as follows:

                                    (iii) for Federal Funds Tranches, a rate
                  equal to the sum of the Federal Funds Rate plus the
                  appropriate percentage determined as follows:

                                    Period                          Margin

                           For any period which ends                 2.75%
                           no later than the last Business
                           Day occurring before the
                           Expiration Date.

                  l. To require Borrower to provide Lender a listing of all aged
         accounts receivable and accounts payable, Section 5.9(b) shall be
         amended and restated and shall now read in verbatim as follows:

                                    (b) The Borrower will deliver or cause to be
                  delivered to Lender as soon as available and in any event
                  within fifteen (15) days after the last day of each accounting
                  month in each fiscal year, unless requested more frequently by
                  Lender, a Borrowing Base Certificate substantially in the form
                  of Exhibit 5.9(b) executed by the Chief Financial Officer of
                  Borrower on behalf of himself and as authorized agent for each
                  of the Obligated Parties including information as at the end
                  of such month; and (ii) a monthly listing of all aged accounts
                  receivable and accounts payable of Borrower.

                  m. To require Group to inform Lender as to the status of the
         progress of Group and its Subsidiaries, taken as a whole, in achieving
         the planned restructuring of Group and its Subsidiaries, Section 5.9(d)
         shall be added and shall read in verbatim as follows:

                                    (d) Group will deliver or cause to be
                  delivered to Lender within ten (10) days after the end of each
                  calendar month a written status report certified and executed
                  by the Chief Executive Officer of Group as to the progress in
                  accomplishing the planned restructuring of Group and its
                  Subsidiaries, taken as a whole.

THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT - PAGE 5
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                  n. The internally prepared unaudited individual Financial
         Statements shall now be certified by the Chief Financial Officer of
         Group, and therefore, Section 5.9(a)(i) shall be amended and restated
         and shall now read in verbatim as follows:

                                    (i) as soon as practicable, and in any event
                  within thirty (30) days after the end of each accounting month
                  in each fiscal year, internally prepared unaudited individual
                  Financial Statements of each of Borrower, Group and the other
                  Obligated Parties from the beginning of the current fiscal
                  year to the end of such month as at the end of such period,
                  certified by the Chief Financial Officer of Group;

                  o. To require Group to provide to Lender a budget of Group and
         its Subsidiaries on a consolidated basis for each fiscal year beginning
         with the 1998 fiscal year budget, Section 5.9(e) shall be amended and
         restated and shall read in verbatim as follows:

                                    (e) Group shall prepare and deliver or have
                  delivered to Lender a fiscal year budget for the current
                  fiscal year for Group and each of its Subsidiaries on a
                  consolidated basis, consisting of monthly balance sheets,
                  income statements, and statements of cash flow (excluding the
                  effects of intercompany transactions), as soon as available
                  but by no later than April 30, 1998 for fiscal year 1998, and
                  thereafter within ninety (90) days of the end of each fiscal
                  year.

                  p. To restrict the Obligated Parties from at any time to time
         acquiring any other Person, Section 6.3 shall be amended and restated
         and shall now read in verbatim as follows:

                                    6.3 LIQUIDATION, MERGER, CONSOLIDATION,
                  ACQUISITION. No Obligated Party will wind up, liquidate, or
                  dissolve, or be a party to any merger or consolidation or any
                  partnership, nor purchase or otherwise acquire all or
                  substantially all of the assets of any Person or any shares of
                  stock of, or similar interest in, any Person, or change or
                  modify its existing structure."

                  q. Section 6.12 shall be amended and restated and shall read
          in verbatim as follows:

                                    6.12 MANAGEMENT CHANGES. Group will not fail
                  to maintain Rafael Vaquero Bazan as Chief Executive Officer of
                  Group, except in the instances of death or incapacity, in
                  which instances the substitute or replacement for Rafael
                  Vaquero Bazan will be satisfactory to Lender.

                  r. To restrict Group or any Subsidiary of Group from incurring
         any Debt from any party other than Lender, Section 6.14 shall be added
         and shall read in verbatim as follows:


THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT - PAGE 6
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                                    6.14 DEBT LIMITATIONS. None of the Group or
                  any of its Subsidiaries will individually or collectively
                  create, incur, assume, permit to exist or become liable for
                  any Debt, or advances or deposits from customers, except: (a)
                  the borrowings contemplated by this Agreement; (b) in
                  connection with Debt incurred prior to the date hereof in
                  connection with the Permitted Liens; (c) accounts payable
                  (other than for money borrowed) incurred in the ordinary
                  course of business and which mature on or before the date
                  ninety (90) days after the date incurred; (d) Debt incurred
                  directly to finance Capital Expenditures authorized under this
                  Agreement; provided, however, that any debt or other form of
                  financing of any nature obtained by any of Group or any of its
                  Subsidiaries for the development of 3,500 hectares of lemon
                  groves in the State of Tamaulipas, Mexico, which are to be
                  developed by Group or its Subsidiaries in accordance with
                  Group's 1998 fiscal year budget at a capital expenditure cost
                  of $7,671,000 pursuant to a production and processing
                  agreement with Coca-Cola (the "Lemon Project"), must be
                  satisfactory in all respects to Lender; and (e) that
                  indebtedness listed on Exhibit 4.25 (which includes any
                  indebtedness in existence on May 1, 1998) and renewals or
                  extensions of same (but no increases of any of same).

                  s. Section 7.1 shall be wholly replaced in verbatim by the
          following:

                                    7.1 MINIMUM TANGIBLE NET WORTH. Group and
                  its Subsidiaries will maintain a Tangible Net Worth on a
                  consolidated basis at all times of not less than $28,000,000.

                  t. Section 7.2 shall be wholly replaced in verbatim by the
          following:

                                    7.2 CURRENT RATIO. The ratio of the Current
                  Assets of Group and its Subsidiaries on a consolidated basis
                  to the Current Liabilities of Group and its Subsidiaries on a
                  consolidated basis shall be not less than 1.25 to 1.0 at any
                  time to time.

                  u. Section 7.3 shall be wholly replaced in verbatim by the
          following:

                                    7.3 MAXIMUM LEVERAGE. The ratio of the Debt
                  of the Group and its Subsidiaries on a consolidated basis to
                  Tangible Net Worth of the Group and its Subsidiaries on a
                  consolidated basis shall not be greater than 1.85 to 1.0 at
                  any time to time.

                  v. Section 7.4 shall be added and shall read in verbatim as
          follows:

                                    7.4 FIXED CHARGE COVERAGE RATIO. The ratio
                  of EBITDA to Fixed Charges of Group and its Subsidiaries on a
                  consolidated basis shall be no less than 1.0-to-1.0: (i) on
                  the last day of the period beginning January 1, 1998 to and
                  including June 30, 1998; (ii) on the last day of the period

THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT - PAGE 7
<PAGE>   8

                  beginning January 1, 1998 to and including September 30, 1998;
                  (iii) on the last day of the period beginning January 1, 1998
                  to and including December 31, 1998; and (iv) thereafter, on
                  each of every March 31, June 30, September 30, and December 31
                  (separately, the "LAST DAY OF THE QUARTER") for the preceding
                  twelve (12) month period ending on each Last Day of the
                  Quarter.

                  w. To restrict Group and its Subsidiaries on a consolidated
         basis from making capital expenditures in excess of the amounts set
         forth in the fiscal year budgets of Group and its Subsidiaries to be
         provided Lender hereunder, Section 7.5 shall be added and shall read in
         verbatim as follows:

                                    7.5 CAPITAL EXPENDITURES. Group and its
                  Subsidiaries on a consolidated basis will not make any Capital
                  Expenditures in excess of $2,720,000 in the aggregate,
                  excluding any capital expenditures on the Lemon Project, plus
                  amounts properly charged to depreciation and amortization on
                  the books of Group and its Subsidiaries on a consolidated
                  basis for the immediately preceding fiscal year, during any
                  fiscal year ending after the date hereof.

                  x. Exhibit 2.2A, Form of Restated Revolving Note, shall be
         wholly replaced by Exhibit 2.2B, Form of Renewal Revolving Note, which
         is attached hereto as Exhibit 2.2B and incorporated herein by
         reference.

         3. CERTAIN REPRESENTATIONS. Each Obligated Party, jointly and
severally, represents and warrants that, as of the date hereof:

                  a. the representations and warranties contained in the Credit
         Agreement are true and correct on and as of the date hereof as made on
         and as of such date;

                  b. no event has occurred and is continuing which constitutes a
         Default or an Event of Default;

                  c. the Borrower and each of the Guarantors have full power and
         authority to execute this Third Amendment and this Third Amendment
         constitutes the legal, valid and binding obligation of the Borrower and
         each of the Guarantors enforceable in accordance with its terms, except
         as enforceability may be limited by applicable bankruptcy, insolvency,
         reorganization, moratorium, and other similar laws affecting the
         enforcement of creditors' rights generally;

                  d. no authorization, approval, consent or other action by,
         notice to, or filing with, any governmental authority or other person
         is required for the execution, delivery and performance by the Borrower
         or any of the Guarantors of this Third Amendment; and


THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT - PAGE 8
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                  e. there shall have occurred no change, in the aggregate, in
         the financial condition of an Obligated Party or of Group or of any
         Subsidiary of Group or any other Person, who is a party to any of the
         Loan Documents from the facts represented in any such Loan Document,
         including this Amendment, which would have a Material Adverse Effect on
         an Obligated Party or on Group or any Subsidiary of Group or on the
         Group and its Subsidiaries, taken as a whole.

         4. GUARANTORS' ACKNOWLEDGMENT. By signing below, each of the
Guarantors: (i) acknowledges and consents to the execution, delivery and
performance of this Third Amendment; (ii) agrees that its obligations in respect
of its Guaranty are not released, modified, impaired or affected in any manner
by this Third Amendment or any of the provisions contemplated herein; and (iii)
acknowledges that it has no claims or offsets against, or defenses or
counterclaims to, its Guaranty.

         5. CONDITIONS OF EFFECTIVENESS. This Third Amendment shall be effective
as of the date and year first above written, subject to the following:

                  a. The Lender shall have received this Third Amendment
         executed by Borrower and each Guarantor;

                  b. The Lender shall have received the Renewal Revolving Note
         executed by Borrower, such Renewal Revolving Note to be in renewal and
         extension of the unpaid principal balance of the Restated Revolving
         Note dated as of February 12, 1997;

                  c. The Borrower shall have duly executed and delivered to
         Lender a Restated Borrowing Base Report in the form of Exhibit 5.9(b)A
         to the Credit Agreement;

                  d. The Lender shall have received certificates of incumbency
         and containing specimen signatures of all officers of each Obligated
         Party who will be authorized to execute or attest to any of the
         documents contemplated hereby on behalf of each Obligated Party
         executed by the President and by the Secretary of each Obligated Party
         on the date hereof, and such certification may be conclusively relied
         upon by the Lender until the Lender receives notice in writing from
         each Obligated Party to the contrary and providing a substitute
         certificate conforming to the requirements hereof;

                  e. The Lender shall have received copies of resolutions of
         each Obligated Party approving the execution, delivery, and performance
         of each Loan Document to which it is a party and authorizing all
         transactions contemplated in or in connection with this Agreement and
         the other Loan Documents duly adopted by its Board of Directors,
         accompanied by a certificate signed by the Secretary of the approving
         entity certifying that such copies are true and correct copies of
         resolutions duly adopted at a meeting of the Board of Directors and
         that such resolutions have not been amended, modified, or revoked in
         any respect and are in full force and effect on the date hereof;


THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT - PAGE 9
<PAGE>   10

                  f. All of the conditions precedent set forth in Section 3.2,
         Additional Conditions, of the Credit Agreement shall be satisfied;

                  g. The Lender shall have received an opinion of Jordaan,
         Howard & Pennington, PLLC, counsel for each Obligated Party, dated the
         date hereof, in form and substance satisfactory to the Lender and
         covering such matters as the Lender or counsel to the Lender may
         request, which opinion each Obligated Party hereby directs counsel to
         deliver; and

                  h. The Lender shall have received such other documents,
         opinions, certifications, consents, waivers, agreements, and evidence
         as the Lender may reasonably request.

         6. LIMITATION ON AGREEMENTS. The modifications set forth herein are
limited precisely as written and shall not be deemed: (a) to be a consent under
or a waiver of or an amendment to any other term or condition in the Credit
Agreement or any of the other Loan Documents; or (b) to prejudice any right or
rights which the Lender now has or may have in the future under or in connection
with the Credit Agreement and the other Loan Documents, each as amended hereby,
or any of the other documents referred to herein or therein. This Third
Amendment shall constitute a Loan Document for all purposes. The Credit
Agreement, as amended by this Third Amendment and all other Loan Documents
executed in connection therewith shall remain in full force and effect and are
each hereby ratified and confirmed.

         7. COSTS, EXPENSES AND TAXES. Borrower agrees to pay on demand all
costs and expenses of the Lender in connection with the preparation,
reproduction, execution and delivery of this Third Amendment and the other
instruments and documents to be delivered hereunder (including the reasonable
fees and out-of-pocket expenses of counsel for the Lender with respect thereto
and with respect to advising the Lender as to its rights and responsibilities
under the Revolving Credit Agreement, as amended by this Third Amendment).

         8. EXECUTION IN COUNTERPARTS. This Third Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each which when so executed and delivered shall be deemed to be an
original and all of which taken together shall constitute but one and the same
instrument.

         9. ENTIRETY, ETC. This instrument together with all of the other Loan
Documents embodies the entire agreement between the parties. THIS AGREEMENT AND
ALL OF THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.


THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT - PAGE 10
<PAGE>   11

         IN WITNESS WHEREOF, the parties hereto have executed this Third
Amendment to Revolving Credit Agreement to be effective as of the date and year
first above written.

                                     BORROWER AND OBLIGATED PARTY:

                                     UNIMARK FOODS, INC.



                                     By: 
                                        -------------------------------------

                                     Name: 
                                          -----------------------------------

                                     Title: 
                                           ----------------------------------

                                     Notice Address:
                                     124 McMakin Road
                                     Bartonville, Texas  76226
                                     (817) 491-2992

                                     OTHER OBLIGATED PARTIES:

                                     THE UNIMARK GROUP, INC.


                                     By: 
                                        -------------------------------------

                                     Name: 
                                          -----------------------------------

                                     Title: 
                                           ----------------------------------


                                     UNIMARK INTERNATIONAL, INC.



                                     By: 
                                        -------------------------------------

                                     Name: 
                                          -----------------------------------

                                     Title: 
                                           ----------------------------------


THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT - PAGE 11
<PAGE>   12

                                     SIMPLY FRESH FRUIT, INC.


                                     By: 
                                        -------------------------------------

                                     Name: 
                                          -----------------------------------

                                     Title: 
                                           ----------------------------------


                                     LENDER:

                                     COOPERATIEVE CENTRALE
                                     RAIFFEISENBOERENLEENBANK B.A., "RABOBANK
                                     NEDERLAND," NEW YORK BRANCH, a Netherlands
                                     Cooperative Banking Organization


                                     By: 
                                        -------------------------------------

                                     Name: 
                                          -----------------------------------

                                     Title: 
                                           ----------------------------------



                                     By: 
                                        -------------------------------------

                                     Name: 
                                          -----------------------------------

                                     Title: 
                                           ----------------------------------

                                     NOTICE ADDRESS:

                                     245 Park Avenue
                                     New York, New York  10167
                                     Attention: Corporate Services

                                     cc:      Rabobank Nederland
                                              13355 Noel Road
                                              One Galleria Tower, Suite 1000
                                              Dallas, Texas  75240
                                              Attention: Gordon E. Arnold

THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT - PAGE 12