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                        REVOLVING CREDIT AGREEMENT

                              BY AND BETWEEN

             GRUPO PILGRIM'S PRIDE FUNDING, S. DE R.L. DE C.V.

                       (THE "COMPANY" OR "BORROWER")

                               COMERICA BANK

                               ("COMERICA")

                                    AND

                       COMERICA BANK  MEXICO, S.A.,

                    INSTITUCI<O'>N DE BANCA M<U'>LTIPLE

                                 ( "CBM")

                             SEPTEMBER 7, 2001



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                        REVOLVING CREDIT AGREEMENT


     THIS  REVOLVING  CREDIT  AGREEMENT,  is  made  as  of the 7{th} day of
September, 2001, by and between GRUPO PILGRIM'S PRIDE FUNDING S. de R.L. de
C.V.,  a  SOCIEDAD  DE  RESPONSABILIDAD  LIMITADA DE CAPITAL VARIABLE  duly
organized and validly existing under the laws  of the United Mexican States
("Mexico"), having its corporate domicile in Queretaro,  Mexico  ("Company"
or "Borrower"), and COMERICA BANK ("Comerica"), a banking corporation  duly
organized and validly existing under the laws of the State of Michigan,  of
Detroit,  Michigan and COMERICA BANK  MEXICO, S.A., INSTITUCI<O'>N DE BANCA
M<U'>LTIPLE  a banking institution organized and existing under the laws of
Mexico ("CBM;" collectively with Comerica, the "Bank").

WITNESSETH:

     WHEREAS,  Company  has  requested  Bank to provide it with a revolving
loan  in  the amount of Thirty Million Dollars  ($30,000,000)  which  shall
include a Seven  Million  Dollar ($7,000,000) sublimit in equivalent Pesos,
and  Bank  is willing to do so  upon  the  terms  and  conditions  of  this
Agreement.

     NOW, THEREFORE, Company and Bank agree to the following:

     1.        DEFINITIONS

     For the  purposes  of this Agreement the following terms will have the
following meanings:

     "Accounts"  means,  with   respect   to   any   Person,  all  accounts
receivables, monies and book debts at any time owed to such Person, and all
instruments, chattel paper and other documents evidencing  or  securing any
such accounts receivable, monies or book debts.

     "Advance"  shall  mean a borrowing requested by Borrower and  made  by
Comerica with respect to  Dollars  and  CBM with respect to Pesos, pursuant
hereto.

     "Affiliates"  shall  mean (i) any Subsidiary  of  Avicola;  (ii)  U.S.
Guarantor; and (iii) any Subsidiary of U.S. Guarantor.

     "Applicable Interest Rate"  shall  mean,  with respect to indebtedness
outstanding hereunder or under the Notes in Dollars the LIBOR-based Rate or
if required in accordance with the terms and conditions  set  forth in this
Agreement the Federal Funds-based Rate, as the alternative base  rate,  and
in  respect  to  indebtedness  outstanding  hereunder or under the Notes in
Pesos the TIIE-based rate, or if required in  accordance with the terms and
conditions set forth in this Agreement the CETES-based Rate.

     "Avicola" shall mean Avicola Pilgrim's Pride  de Mexico, S.A. de C.V.,
a SOCIEDAD AN<o'>NIMA DE CAPITAL VARIABLE duly organized  under the laws of
Mexico.

     "Business  Day" shall mean (i) with respect to any borrowing,  payment
or rate selection  of  LIBOR-based  Loans,  any  day,  other than Saturday,
Sunday or holiday on which commercial banks generally are  open in Detroit,
Michigan  for  the conduct of all or substantially all of their  commercial
lending activities  and on which dealings in U.S. Dollars are carried on in
the London interbank market, (ii) with respect to any borrowing, payment or
rate selection of TIIE-based Loans or CETES-based Loan, any day, other than
Saturday, Sunday or holiday on which commercial banks generally are open in
Mexico City, Mexico for  the  conduct  of all or substantially all of their
commercial lending activities and (ii) for all other purposes, a day (other
than a Saturday or Sunday) on which commercial  banks generally are open in
Detroit,  Michigan  and  Mexico  City, Mexico for the  conduct  of  all  or
substantially all of their commercial lending activities.

     "Capital Lease" shall mean, with  respect  to any Person, any lease of
any property (whether real, personal or mixed) by  such  Person  as  lessee
that,  in  accordance  with  GAAP,   would be required to be classified and
accounted for as a capital lease on a  balance  sheet  of  such  Person  or
otherwise would be disclosed as such in a note to such balance sheet.

     "Capital  Lease  Obligation"  shall  mean, with respect to any Capital
Lease,  the  amount of the obligation of the  lessee  thereunder  that,  in
accordance with  GAAP,  would  appear  on a balance sheet of such lessee in
respect of such Capital Lease or otherwise  be  disclosed in a note to such
balance sheet.

     "CETES-based  Loan" shall mean any portion of  the  Loan  which  bears
interest at the CETES-based Rate.

     "CETES-based Rate"  shall  mean,  with respect to any CETES-based Loan
outstanding under this Agreement bearing  interest  at the CETES-based Rate
for an applicable Interest Period, a per annum interest rate which is equal
to the quotient achieved by dividing (i) the sum of the  CETES  Margin plus
the  CETES  Rate,  by  (ii) the difference of 1.0 minus the rate of Mexican
income tax withholding rate  applicable  to  payment of interest receivable
hereunder, expressed as a decimal number applicable  to  interest  payments
hereunder.

     "CETES Margin" shall mean:

     (a)  to  the extent the outstanding principal balance of all Loans  is
          $15,000,000  (or  the Equivalent Amount in Pesos) or less, 1.25%;
          and

     (b)  to the extent the outstanding  principal  balance of all Loans is
          greater  than $15,000,000 (or the Equivalent  Amount  in  Pesos),
          1.5%.

     "CETES  Rate" shall  mean,  with  respect  to  any  CETES  based  loan
outstanding under this Agreement, the average weighted value of all primary
placement rates  of the Certificados de la Tesorer<i'>a de la Federaci<o'>n
having a maturity  of  28  days  or such term as may substitute such 28 day
term  in  case the maturity of such  instrument  is  not  a  Business  Day,
published in  the "Economic Indexes" Section of the Official Gazette on any
day that the CETES  Rate shall be the applicable interest rate with respect
to the indebtedness outstanding hereunder.

     "Collateral" means  all Accounts, Inventory, Equipment and Real Estate
of Operating Company, and any substitutions for, or replacements of, any of
the foregoing.

     "Consolidated" or "consolidated"  shall  mean when used with reference
to  any financial term in this Agreement, the aggregate  for  two  or  more
Persons  of  the  amounts  signified  by  such  term  for  all such Persons
determined  on  a  consolidated  basis  in  accordance  with GAAP.   Unless
otherwise   specified   herein,  references  to  "consolidated"   financial
statements  or data of Borrower,  Operating  Company  or  Avicola  includes
consolidation with the Subsidiaries of such Person in accordance with GAAP.

     "Credit Party" shall mean Borrower and Guarantors.

     "Current   Ratio"   shall   mean,   as   of  any  applicable  date  of
determination,  the  ratio of current assets to current  liabilities,  each
determined in accordance with GAAP.

     "Default" shall mean  any condition or event which, with the giving of
notice or the passage of time,  or  both,  would  constitute  an  Event  of
Default.

     "Dollars"  and  "$" shall mean lawful currency of the United States of
America.

     "EBITDA" shall mean  as  of any date, with respect to any Person for a
period of six consecutive fiscal  quarters  of  such  Person  ending at the
close  of the fiscal quarter most recently ended of such Person,  operating
income of  such  Person  for  such period PLUS, any amounts with respect to
depreciation or amortization, all determined in accordance with GAAP.

     "Effective Date" shall mean the date of this Agreement.

     "Eligible Accounts" shall  mean  an  Account  arising  in the ordinary
course  of  the  Operating  Company's  business  which  meets  each of  the
following requirements:

     (a)  to  the  extent it is not owing more than ninety (90) days  after
          the date of the original invoice or other writing evidencing such
          Account;

     (b)  it arises  from  the  sale  or lease of goods and such goods have
          been shipped or delivered to  the  account  debtor;  or it arises
          from services rendered and such services have been performed;

     (c)  it is evidenced by an invoice, dated not later than 5 days of the
          date of shipment or performance, rendered to the account  debtor,
          or some other evidence of billing acceptable to Bank;

     (d)  it is not evidenced by any note, trade acceptance, draft or other
          negotiable  instrument or by any chattel paper, unless such  note
          or other document  or instrument previously has been endorsed and
          delivered or otherwise legally conveyed to Bank;

     (e)  it is a valid, legally  enforceable  obligation  of  the  account
          debtor  thereunder,  and  to  the extent it is not subject to any
          offset, counterclaim or other defense on the part of such account
          debtor or to any claim on the part of such account debtor denying
          liability thereunder in whole or in part;

     (f)  it is not an Account billed in  advance, payable on delivery, for
          consigned goods, for guaranteed sales,  for  unbilled  sales, for
          progress  billings,  payable at a future date in accordance  with
          its terms, or to the extent  it  is not subject to a retainage or
          holdback by the account debtor or insured by a surety company;

     (g)  the Account is subject to a duly perfected  lien  in favor of the
          Bank  pursuant to the Security Documents ranking in  priority  to
          all other  liens,  which  lien has been duly registered, filed or
          recorded in all applicable  jurisdictions  and  all  other  steps
          necessary  have  been  taken to create, perfect and maintain such
          lien, to the extent such  actions  are  required under applicable
          law;

     (h)  the Account does not constitute an obligation  of  (i) any Person
          whose  principal place of business is, or who is organized  under
          the laws  of, any jurisdiction other than a jurisdiction included
          in the United  States  or  Mexico, (ii) an Affiliate of Operating
          Company, or (iii) any governmental entity;

     (i)  the Account has not arisen out  of  a  written  order or contract
          with  or  from  an  account debtor which by its nature  or  terms
          prevents, restricts,  forbids  or makes void or unenforceable the
          assignment to the Bank of such Account, or requires notice to, or
          the consent of, the account debtor(unless  such  consent has been
          secured or such notice has been given).

     An  Account  which  is  at  any  time  an Eligible Account, but  which
subsequently  fails  to  meet  any  of  the foregoing  requirements,  shall
forthwith cease to be an Eligible Account.

     "Eligible  Inventory"  shall  mean all  finished  animal  feed,  corn,
soybean, soybean meal and imported sorghum of Operating Company, excluding:

     (a)  Consigned goods;

     (b)  Inventory covered by or subject to a title retention agreement or
          a   seller's  right  to  repurchase,   or   any   consensual   or
          nonconsensual  lien  (including without limitation purchase money
          security interests) other than in favor of Bank; and

     (c)  any Inventory which is  not  subject  to a duly perfected lien in
          favor of the Bank ranking in priority to  all  other liens, which
          lien  has  been  duly  registered,  filed  or  recorded   in  all
          applicable jurisdictions and all other steps necessary have  been
          taken  to  create, perfect and maintain such liens, to the extent
          such actions are required under applicable law.

     Inventory shall be  valued  at  the  lower  of cost or market value as
determined in accordance with GAAP or appraisals as  determined  by Bank in
its reasonable credit judgment, and Inventory which is at any time Eligible
Inventory,  but  which  subsequently  fails  to  meet  any of the foregoing
requirements, shall forthwith cease to be Eligible Inventory.

     "Environmental Complaint" shall have the meaning set  forth in Section
5.15(c) hereof.

     "Environmental   Law(s)"  shall  mean  all  applicable  laws,   codes,
ordinances, rules, regulations,  orders,  decrees  and directives issued by
any  federal,  state,  local,  foreign  or  other  governmental  or  quasi-
governmental authority or body (or any agency, instrumentality or political
subdivision thereof) in which Borrower, Avicola, Operating  Company  or any
of  their respective Subsidiaries conducts business pertaining to Hazardous
Materials, including without limitation, any hazardous materials or wastes,
toxic  substances, flammable, explosive or radioactive materials, asbestos,
and/or other  similar  materials; or any portion thereof including, without
limitation,  those relating  to  soil,  surface,  subsurface  ground  water
conditions and  the  condition  of  the ambient air; and any other federal,
state, foreign or local statute, law,  ordinance,  code,  rule, regulation,
order or decree regulating, relating to, or imposing liability or standards
of  conduct  concerning,  any  hazardous, toxic, radioactive, flammable  or
dangerous waste, substance or material,  as now or at any time hereafter in
effect.

     "Equipment"  shall  mean  all machinery  and  equipment  of  Operating
Company located on the Real Estate.

     "Equivalent Amount" shall mean  (i)  with respect to each Advance made
or carried (or to be carried) in Dollars, the  principal amount thereof and
(ii)  with  respect  to each Advance made or carried  (or  to  be  made  or
carried) in Pesos, the amount of Dollars which is equivalent to such amount
of Pesos at the fixed  exchange  rate  established  by  the Central Bank of
Mexico and published in the Official Gazette for the sale  of  Dollars  for
such  Pesos  two  (2) Business Days before determination of such Equivalent
Amount is to be made.

     "Event of Default"  shall mean each of the Events of Default specified
in Section 8.1 of this Agreement.

     "Federal Funds-based  Loan"  shall  mean  an  Advance  which  bears an
interest at the Federal Funds-based Rate.

     "Federal Funds-based Rate" shall mean a per annum interest rate  which
is  equal  to  the quotient achieved by dividing (i) the sum of the Federal
Funds Margin plus  the  Federal  Funds  Rate, by (ii) the difference of 1.0
minus  the  rate  of  Mexican  income tax withholding  rate  applicable  to
payments of interest receivable  hereunder,  expressed  as a decimal number
applicable to interest payments hereunder.

     "Federal Funds Margin" shall mean:

     (a)  to the extent the outstanding principal balance  of  all Loans is
          $15,000,000  (or the Equivalent Amount in Pesos) or less,  1.25%;
          and

     (b)  to the extent  the  outstanding principal balance of all Loans is
          greater than $15,000,000  (or  the  Equivalent  Amount in Pesos),
          1.5%.

     "Federal  Funds  Rate"  shall  mean  a  per  annum  rate  of  interest
determined   on  the  basis  of  quotations  for  overnight  federal  funds
transactions appearing  on  Page  60  of the Knight-Ridder Moneycenter News
Services (Garvin GuyButler-Domestic Composite  Indicators  -  Term  Federal
Funds for Domestic Banks), on any day that the Federal Funds Rate shall  be
the  applicable  interest rate with respect to the indebtedness outstanding
hereunder. If, for  any reason, such rates do not appear on said Page 60 of
the Knight-Rider Moneycenter  News Services (or otherwise on such service),
the "Federal Funds Rate" shall  be  determined  by  reference to such other
publicly available service for displaying Federal Funds  Rates, as shall be
designated by the Bank from time to time.

     "Fixed Assets" shall mean the Equipment and Real Estate.

     "Formula  Amount"  shall  mean  as  of  the  date of any determination
thereof the sum of:

     (a)  70% of the Eligible Accounts; plus

     (b)  the  lesser  of  (i)  60%  of  the  Eligible  Inventory  or  (ii)
          $10,000,000; plus

     (c)  60%  of  the  "net market value" of the Fixed Assets,  determined
          pursuant  to  appraisals,   in   form  and  substance  reasonably
          satisfactory to Bank.

     "Funded Debt" shall mean with respect to  any Person, all Indebtedness
for  borrowed  money  evidenced  by  notes, bonds, debentures,  or  similar
evidences of Indebtedness and which by its terms matures more than one year
from, or is directly or indirectly renewable or extendible at such Person's
option under a revolving credit or similar  agreement obligating the lender
or lenders to extend credit over a period of  more  than  one year from the
date  of  creation  thereof,  and  specifically  including  Capital   Lease
Obligations,  current  maturities  of  long-term debt, revolving credit and
short-term debt extendible beyond one year at the option of the debtor.

     "GAAP" shall mean generally accepted  accounting principles in Mexico,
applied on a consistent basis.

     "Guarantor(s)"  shall  mean  Operating  Company,   Avicola,   Holding,
Inmobiliaria, US Guarantor and any Replacement Guarantor.

     "Guaranty" shall mean to guaranty agreement and the (FIANZA SOLIDARIA)
executed  and  delivered  to  Bank  by the Guarantors in form and substance
satisfactory to Bank pursuant to which:

     (a)  Operating Company, Avicola  and Holding guaranty all of Company's
          obligations and indebtedness  to  Bank hereunder, with respect to
          the Loans and under the other Loan Documents;

     (b)  US Guarantor guarantees $15,000,000  of  the principal balance of
          the   Loans,  plus  interest  accruing  thereon   and   cost   of
          collections.

     "Hazardous Material"  shall  mean  and include any hazardous, toxic or
dangerous waste, substance or material defined  as  such in, or for purpose
of, any Environmental Laws.

     "Holding" means Grupo Pilgrim's Pride Funding Holding,  S.  de  R.L.de
C.V.,  a  SOCIEDAD  DE  RESPONSABILIDAD  LIMITADA  DE CAPITAL VARIABLE duly
organized under the laws of Mexico.

     "Indebtedness" of any Person shall mean:  (i) all indebtedness of such
Person for borrowed money; (ii) all obligations evidenced  by notes, bonds,
debentures  or  similar  instruments;  (iii)  all  indebtedness created  or
arising under any conditional sale or other title retention agreements with
respect  to property acquired by such Person (even though  the  rights  and
remedies of  the  seller  or  lender  under  such agreement in the event of
default are limited to repossession or sale of  such  property);  (iv)  all
Capital  Lease  Obligations;  (v) all guaranteed indebtedness; and (vi) all
indebtedness referred to in clauses  (i),  (ii),  (iii),  (iv) or (v) above
secured  by (or for which the holder of such indebtedness has  an  existing
right, contingent  or  otherwise,  to  be  secured  by) any lien upon or in
property  (including accounts and contract rights) owned  by  such  Person,
even though such Person has not assumed or become liable for the payment of
such indebtedness.

     "Indebtedness  Ratio"  shall  mean,  as  of  any  applicable  date  of
determination,  the  ratio  of  Total  Liabilities  to  the  sum  of  Total
Liabilities and Net Worth.

     "Indenture"  shall  mean  that certain Indenture dated as of August 9,
2001 by US Guarantor, as Issuer  and  The  Chase Manhattan Bank, as Trustee
relating to $200,000,000, 9-5/8% Senior Notes due 2011 and additional notes
evidencing an additional aggregate principal  amount  of up to $200,000,000
and all amendments and supplements thereto.

     "Inmobiliaria" shall mean Immobiliaria Avicola Pilgrim's  Pride, S. de
R.L.  de  C.V., a SOCIEDAD DE RESPONSABILIDAD LIMITADA DE CAPITAL  VARIABLE
duly organized under the laws of Mexico.

     "Interest  Coverage  Ratio"  shall  mean, as of any applicable date of
determination,  the  ratio of EBITDA to Interest  Expense,  measured  on  a
rolling 6 fiscal quarters basis.

     "Interest Expense"  shall  mean,  the  interest  expense  of a Person,
determined in accordance with GAAP.

     "Interest Period" shall mean for:

     (A)  a  LIBOR-based  Loan, an interest period of one (1), two  (2)  or
     three (3) months as selected by Borrower;

     (B) a TIIE-based Loan, an interest period of one (1) month;

     provided however for (A) and (B) above that:

     (a)  any Interest Period  which  would otherwise end on a day which is
          not  a  Business Day shall be extended  to  the  next  succeeding
          Business  Day,  except  that  if the next succeeding Business Day
          falls in another calendar month, the Interest Period shall end on
          the next preceding Business Day,  and  when  an  Interest  Period
          begins on a day which has no numerically corresponding day in the
          calendar  month  during which such Interest Period is to end,  it
          shall end on the last Business Day of such calendar month; and

     (b)  no Interest Period shall extend beyond the Maturity Date.

     "Inventory"  shall mean  all  finished  animal  feed,  corn,  soybean,
soybean meal and imported sorghum of Operating Company.

     "LIBOR-based Loan"  shall  mean  any  portion  of the Loan which bears
interest at the LIBOR-based Rate.

     "LIBOR-based  Rate" shall mean, with respect to any  LIBOR-based  Loan
outstanding under this  Agreement  bearing interest at the LIBOR-based Rate
for an applicable Interest Period, a per annum interest rate which is equal
to the quotient achieved by dividing  (i)  the sum of the LIBOR Margin plus
the LIBOR Rate, by (ii) the difference of 1.0  minus  the  rate  of Mexican
income  tax  withholding rate applicable to payments of interest receivable
by the Bank hereunder, expressed as a decimal number applicable to interest
payments hereunder.

      "LIBOR Lending  Office" shall mean any Comerica office located in the
Cayman Islands, British West Indies, or such other branch of Bank, domestic
or foreign, as it may hereafter  designate  as  its LIBOR Lending Office by
notice to Borrower or any office of CBM located in Mexico.

     "LIBOR Margin" shall mean:

     (a)  to the extent the outstanding principal  balance  of all Loans is
          $15,000,000 (or the Equivalent Amount in Pesos) or  less,  1.25%;
          and

     (b)  to  the extent the outstanding principal balance of all Loans  is
          greater  than  $15,000,000  (or  the Equivalent Amount in Pesos),
          1.5%.

     "LIBOR  Rate"  shall  mean,  with  respect  to  any  LIBOR-based  Loan
outstanding under this Agreement, the per annum rate of interest determined
on the basis of the rate for deposits in United States Dollars for a period
equal to the relevant Interest Period for such Advance,  commencing  on the
first  day of such Interest Period, appearing on Page BBAM of the Bloomberg
Financial  Markets  Information Service as of 11:00 a.m. (Detroit, Michigan
time) (or soon thereafter as practical), two (2) Business Days prior to the
first day of such Interest Period.

     "Loan" or "Loans"  shall  mean the borrowings requested by Company and
to be made by Bank under this Agreement,  including  any  refunding of such
borrowing pursuant to Section 2.11 hereof.

     "Loan Documents" shall mean collectively, this Agreement,  the  Notes,
the  Guaranty  (FIANZA),  the  Security  Documents and any other documents,
instruments or agreements executed pursuant  to  or  in connection with the
Loans, this Agreement or the other Loan Documents, as such documents may be
amended from time to time.

     "Material  Adverse  Effect"  shall  mean with respect  to  the  Credit
Parties other than the US Guarantor, taken  as  a  whole or with respect to
the  US  Guarantor:  (i)  a  material adverse effect on (a)  the  business,
assets, operations or financial  or  other  condition  of  such  applicable
parties,  (b)  such  applicable  party's  ability  to  pay  or  perform the
obligations under the Loan Documents to which such Credit Party is  a party
in  accordance  with  the  terms thereof, or (c) Bank's rights and remedies
under the Agreement and the other Loan Documents.

     "Maturity Date" shall mean  September 7, 2004.

     "Mexican Guarantors" shall  mean  the  Guarantors  other  than  the US
Guarantor.

     "Mortgage"  shall  mean  the  first priority mortgage to be granted in
favor  of Comerica and CBM by: (i) Inmobiliaria  in  respect  to  the  real
estate in  which  the farm known as Granja la Pur<i'>sima, which is located
in Municipio de Col<o'>n,  Estado  de Queretaro, substantially in the terms
of Exhibit E; (ii) Operating Company in respect to the real estate in which
the  farm known as Granja el Coyote,  which  is  located  in  Municipio  de
Ezequiel Montes, Estado de Queretaro, substantially in the terms of Exhibit
E, (iii)  Operating Company in respect to the real estate in which the farm
known as Granja  Nogales, which is located in Municipio de Col<o'>n, Estado
de Queretaro, substantially  in  the  terms  of  Exhibit  E, (iv) Operating
Company  in  respect to the real estate in which the farm known  as  Granja
Buenos Aires,  which  is  located  in  Municipio  de  Col<o'>n,  Estado  de
Queretaro,  substantially  in the terms of Exhibit E, (v) Operating Company
in respect to the real estate  in  which the farm known as Granja Atongo I,
which  is  located  in  Municipio  del  Marquez,   Estado   de   Queretaro,
substantially  in the terms of Exhibit E, and (vi) by Operating Company  in
respect to the real  estate in which the farm known as Granja Cerro Prieto,
which  is  located  in  Municipio   del   Marquez,   Estado  de  Queretaro,
substantially in the terms of Exhibit E.

     "Net Worth" shall mean:

     (a)  With  respect to Operating Company on a consolidated  basis,  its
          Total Assets  (other  than  patents,  patent  rights, trademarks,
          trade  names,  copy  rights, franchises, licenses,  goodwill  and
          similar general intangible  assets)  less: (i) advances to and/or
          accounts receivables owing from Affiliates  (other than Operating
          Company and its Subsidiaries); and (ii) Total Liabilities; and

     (b)  With respect to Avicola on a consolidated basis, its Total Assets
          (other than patents, patent rights, trademarks, trade names, copy
          rights,  franchises,  licenses,  goodwill  and  similar   general
          intangible   assets)   less:  (i)  advances  to  and/or  accounts
          receivables owing from Affiliates  (other  than  Avicola  and its
          Subsidiaries);  (ii)  Total Liabilities; and (iii) loans made  to
          third parties other than to Affiliates.

     "Note(s)"  or  "Note" shall mean  the  Promissory  Notes  (PAGAR<e'>S)
evidencing the Loans  made  by  Bank  pursuant to Section 2.1 hereof in the
form of Exhibit "A" attached to this Agreement  executed  and  delivered by
the  Company  as  of date of and evidencing each requested Advance,  or  if
applicable, the Federal  Funds-based  Rate  Note  executed and delivered by
Company in accordance with Section 2.6 below (in the  form  attached hereto
as Exhibit "B"), or if applicable, the TIIE-based Rate Note or  the  CETES-
based  Rate  Note  (in  the  forms attached hereto as Exhibit C) and in all
events guaranteed (por aval) by the Guarantors.

     "Official Gazzete" shall  mean  the DIARIO OFICIAL DE LA FEDERACI<o'>N
of Mexico.

     "Operating  Company"  shall  mean Pilgrim's  Pride,  S.A.  de  C.V.  a
SOCIEDAD AN<o'>NIMA DE CAPITAL VARIABLE duly organized and validly existing
under the laws of Mexico.

     "Payment Date" shall mean the last day of the Interest Period selected
for each Note.

     "Permitted  Liens"  shall mean those  liens,  security  interests  and
encumbrances expressly permitted by Section 7.1.

     "Person" shall mean any  individual, corporation, partnership, limited
liability  company,  trust, incorporated  or  unincorporated  organization,
joint venture, joint stock  company,  or  a  government  (whether  foreign,
federal,  state,  country,  city,  municipal  or  otherwise,  including any
instrumentality,  division,  agency,  body  or department thereof)  or  any
agency or political subdivision thereof or other entity of any kind.

     "Pesos" shall mean Mexican pesos, the lawful currency of Mexico.

     "Pesos Subfacility" shall mean Advances requested to be made by CBM in
Pesos, in an aggregate amount not to exceed the  Pesos  Subfacility Maximum
as may be reduced pursuant to Section 2.19.

     "Pesos Subfacility Maximum" shall mean up to the Equivalent  Amount of
US $7,000,000, in Pesos as may be reduced pursuant to Section 2.19.

     "Premises" shall have the meaning set forth in Section 5.15 and  shall
include the Real Estate.

     "Process Agent" shall mean CT Corporation System or its successors  or
assigns,  or any other person or entity acting on behalf of the Company and
Mexican Guarantor  as  agent  for  the service of process in respect of any
lawsuits  or proceedings initiated in  the  United  States  of  America  in
connection with the Loan Documents.

     "Real Estate" shall mean the real estate described in the Mortgage.

     "Replacement Guarantor" shall mean any Subsidiary created by Operating
Company or  US  Guarantor  to be the primary importer and/or distributor in
Mexico of poultry product exported by US Guarantor to Mexico.

     "Request for Loan" shall  mean  a  Request  for Loan issued by Company
under this Agreement in the form annexed to this Agreement as Exhibit "D".

     "Reserve Requirements" shall mean the stated  maximum  rate (expressed
as  a decimal) of all reserve requirements (including, without  limitation,
any marginal,  emergency,  supplemental, special or other reserves) that is
specified at any time during such Interest Period by the Board of Governors
of  the  Federal Reserve System  (or  any  successor  agency  thereto)  for
determining  the  maximum  reserve  requirements with respect to eurodollar
funding (currently referred to as "eurocurrency liabilities") in Regulation
D  of  such  Board maintained by a member  bank  of  such  System;  all  as
conclusively determined by Bank, absent manifest error.

     "Revolving  Loan" or "Revolving Loans" shall mean the revolving credit
loans to be advanced and readvanced to the Borrower pursuant to Section 2.1
hereof.

     "Revolving  Loan   Commitment"   shall  mean  Thirty  Million  Dollars
($30,000,000), as may be reduced pursuant to Section 2.19.

     "Revolving Maximum" shall mean, as  of  any  date  the  lesser  of the
Revolving Loan Commitment or the Formula Amount, provided, however, that  a
portion  of  the Revolving Maximum may be designated by the Borrower in the
Equivalent Amount of Pesos, not to exceed the Pesos Subfacility Maximum.

     "Revolving  Maximum  -  Dollars" shall mean the Revolving Maximum less
the Equivalent Amount of the aggregate Advances outstanding under the Pesos
Subfacility.

     "Revolving Maximum - Pesos"  shall mean the Revolving Maximum less the
aggregate Advances under the Revolving  Maximum - Dollars facility, but not
to exceed the amount of the Pesos Subfacility Maximum.

     "Security Documents" shall mean the Mortgage and that certain Contrato
de Prenda ("Pledge Agreement") to be executed by Operating Company in favor
of the Bank in substantially the same form  as  set  forth  on the attached
Exhibit F.

     "Subsidiary"  of  any  Person shall mean any corporation, association,
joint stock company or business  trust  of  which  more  than fifty percent
(50%) of the voting stock or other voting interest is owned either directly
or indirectly by such Person and/or one or more of its Subsidiaries.

     "TIIE-based  Loan"  shall  mean  any portion of the Loan  which  bears
interest at the TIIE-based Rate.

     "TIIE-based Rate" shall mean, with  respect  to  any  TIIE-based  Loan
outstanding  under  this  Agreement bearing interest at the TIIE-based Rate
for an applicable Interest Period, a per annum interest rate which is equal
to the quotient achieved by  dividing  (i)  the sum of the TIIE Margin plus
the TIIE Rate, by (ii) the difference of 1.0  minus  the  rate  of  Mexican
income  tax  withholding rate applicable to payments of interest receivable
hereunder, expressed  as  a  decimal number applicable to interest payments
hereunder.

     "TIIE Lending Office" shall mean any CBM office located in Mexico

     "TIIE Margin" shall mean:

     (a)  to the extent the outstanding  principal  balance of all Loans is
          $15,000,000 (or the Equivalent Amount in Pesos)  or  less, 1.25%;
          and

     (b)  to the extent the outstanding principal balance of all  Loans  is
          greater  than  $15,000,000  (or  the Equivalent Amount in Pesos),
          1.5%.

     "TIIE Rate" shall mean, the average rate  equivalent  to  the "Tasa de
Inter<e'>s  Interbancaria de Equilibrio" for 28 (twenty eight) day  periods
as published  by Banco de Mexico in the Official Gazette. The Interest Rate
shall be modified or updated pursuant to the TIIE Rate variations published
by Banco de M<e'>xico.

     "Total Assets"  shall  mean,  as  of  the  date  of  any determination
thereof,  all  assets  of  Company, determined on a consolidated  basis  in
accordance with GAAP.

     "Total Liabilities" shall  mean,  as  of the date of any determination
thereof, all liabilities and other obligations  of Company, determined on a
consolidated basis in accordance with GAAP.

     "US Guarantor" means Pilgrim's Pride Corporation,  a  corporation duly
organized under the laws of the State of Delaware.

     2.        REVOLVING CREDIT

          2.1  COMMITMENT.  Subject  to  the terms and conditions  of  this
     Agreement: (a) Comerica agrees to lend  to  Borrower from time to time
     from  the  date of this Agreement until the Maturity  Date,  Revolving
     Loans, with  such  Advances  to  be  made  in Dollars in the aggregate
     principal amount outstanding at any time not  to  exceed the Revolving
     Maximum - Dollars; and (b) CBM agrees to lend to Borrower from time to
     time  from  the  date  of  this  Agreement  until  the Maturity  Date,
     Revolving  Loans,  with  such  Advances  to  be made in Pesos  in  the
     aggregate principal amount outstanding at any  time  not to exceed the
     Revolving  Maximum  -  Pesos. At no time shall the aggregate  Advances
     requested by Borrower and  outstanding  hereunder exceed the Revolving
     Maximum.

          2.2 NOTES (PAGAR<e'>S).  Each Advance  shall  be  evidenced  by a
     separate  Note (pAGAR<e'>), duly executed by Borrower in the principal
     amount of the  Advance  requested,  bearing interest at the Applicable
     Interest Rate, indicating the Interest  Period  and signed POR AVAL by
     the Guarantors..

          2.3   REPAYMENT.   Each  Note,  and  all  principal   outstanding
     thereunder, shall bear interest  at  its Applicable Interest Rate. The
     principal amount of and the interest accrued  under  each Note made by
     Borrower pursuant to Section 2.2 above shall be repaid,  converted  or
     rolled  over  by  the  Borrower  on  the Payment Date indicated in the
     applicable Request for Loan, but in no  event  later  than ninety (90)
     days  after  the date of advance for such Note. At the Maturity  Date,
     the entire balance  of all Notes then outstanding and all then accrued
     and unpaid interest thereon, shall be due and payable.  The amount and
     date of each Loan, the Applicable Interest Rates, the Interest Periods
     and the amount and date  of  any  repayment  shall  be noted on Bank's
     records,  which  records  will be conclusive evidence thereof,  absent
     manifest error; provided, however,  any  failure by Bank to record any
     such information shall not relieve Company of its obligations to repay
     the  outstanding  principal  amount  of  the Loans,  accrued  interest
     thereon,  and  any  other  amounts  payable by  Company  hereunder  in
     accordance with the terms of this Agreement.   All payments by Company
     to Bank under or pursuant to this Agreement or any  of  the other Loan
     Documents,  whether  principal, interest or otherwise, shall  be  made
     without setoff, deduction  or  counterclaim  on the date specified for
     such payment, in immediately available funds, (i) if payment is due in
     Dollars, to Comerica at Comerica Tower at Detroit Center, 500 Woodward
     Avenue, Detroit, Michigan, account no. 1851-355014 and (ii) if payment
     is due in Pesos, to CBM, at account no. 7336-0201.  Principal  amounts
     repaid  may  be subsequently reborrowed provided no Advance may mature
     after the Maturity  Date. Each payment by or on behalf of the Borrower
     hereunder shall, unless  a specific determination is made by Bank with
     respect thereto, be applied  (A)  first,  to any fees, costs, expenses
     and other amounts (other than principal and  interest)  due  Bank; (B)
     second,  to  accrued  and  unpaid interest and fees due Bank; and  (C)
     third, to principal due Bank.

          2.4 REQUESTS FOR LOANS.  Borrower  may request Advances under the
     Revolving  Loans  by  delivery  to Bank of a  Request  for  Loan  form
     executed by an authorized officer  of  Borrower  and  subject  to  the
     following:

     (A)  EACH  SUCH  REQUEST FOR LOAN SHALL INDICATE THE CURRENCY TO WHICH
          IT RELATES AND  SHALL SET FORTH ALL OTHER INFORMATION REQUIRED ON
          THE REQUEST FOR LOAN FORM;

     (B)  EACH SUCH REQUEST  FOR  LOAN  SHALL BE DELIVERED TO BANK BY 10:00
          A.M. (DETROIT TIME) THREE (3) BUSINESS DAYS PRIOR TO THE PROPOSED
          DATE OF LOAN, EXCEPT IN THE CASE  OF A TIIE-BASED LOAN, FOR WHICH
          THE REQUEST FOR LOAN MUST BE DELIVERED BY 10:00 A.M. (MEXICO CITY
          TIME) ON SUCH PROPOSED DATE;

     (C)  THE PRINCIPAL AMOUNT OF SUCH ADVANCE,  SHALL BE AT LEAST $500,000
          (OR THE EQUIVALENT AMOUNT OF PESOS);

     (D)  A  REQUEST  FOR  LOAN,  ONCE  DELIVERED  TO BANK,  SHALL  NOT  BE
          REVOCABLE BY BORROWER;

     (E)  EACH  REQUEST  FOR LOAN SHALL CONSTITUTE A CERTIFICATION  BY  THE
          BORROWER AS OF THE  DATE  THEREOF  THAT ALL OF THE CONDITIONS SET
          FORTH IN SECTION 4.15 HEREOF ARE SATISFIED AS OF THE DATE OF SUCH
          REQUEST AND SHALL BE SATISFIED AS OF  THE  DATE  SUCH  ADVANCE IS
          REQUESTED; AND

     (F)  THE  PRINCIPAL  AMOUNT  REQUESTED,  TOGETHER  WITH  THE PRINCIPAL
          AMOUNT OF ALL OTHER OUTSTANDING ADVANCES UNDER THE REVOLVING LOAN
          SHALL  NOT  EXCEED  THE REVOLVING MAXIMUM AND IF THE REQUEST  FOR
          LOAN  IS FOR AN ADVANCE  IN  PESOS,  THEN  THE  PRINCIPAL  AMOUNT
          REQUESTED  TOGETHER  WITH  THE  PRINCIPAL  AMOUNT  OF  ALL  OTHER
          OUTSTANDING PESOS ADVANCES SHALL NOT EXCEED THE PESOS SUBFACILITY
          MAXIMUM.

          2.5  LIBOR-BASED  RATE.  Interest  on each LIBOR-based Loan shall
     accrue at the LIBOR-based Rate, and shall  be  payable on the last day
     of the Interest Period applicable thereto. Interest  accruing  at  the
     LIBOR-based  Rate shall be computed on the basis of a 360 day year and
     shall be assessed for the actual number of days elapsed from the first
     day of the Interest  Period  applicable  thereto to, but not including
     the last day thereof.

          2.6  FEDERAL  FUNDS-BASED RATE. In the  event  that  the  Federal
     Funds-based Rate is  required  to  be  the  Applicable  Interest  Rate
     pursuant to this Agreement, interest on the unpaid balance of the Loan
     from  time  to time outstanding shall accrue until paid at a per annum
     rate equal to  the  Federal  Funds-based  Rate,  and  shall be payable
     monthly  on the first Business Day closest to the first  day  of  each
     succeeding  month  and in such event Company shall execute and deliver
     to Bank a note (in the form attached hereto as Exhibit B; the "Federal
     Funds-based Rate Note") evidencing the Federal Funds-based Rate as the
     Applicable  Interest   Rate  on  or  before  48  hours  prior  to  the
     commencement of such period  in  which the Federal Funds-based Rate is
     the Applicable Interest Rate. Interest  accruing at the Federal Funds-
     based Rate shall be computed on the basis  of a 360 day year and shall
     be assessed for the actual number of days elapsed (including the first
     day,  but  not  the  last  day  that the Federal Funds-based  Rate  is
     applicable), and in such computation,  effect  shall  be  given to any
     change  in  the  Federal  Funds-based  Rate  on the date of each  such
     change.

          2.7  TIIE-BASED  RATE.  Interest  on each TIIE-based  Loan  shall
     accrue at the TIIE-based Rate, and shall be payable on the last day of
     the Interest Period applicable thereto. Interest accruing at the TIIE-
     based Rate shall be computed on the basis  of a 360 day year and shall
     be assessed for the actual number of days elapsed  from  the first day
     of  the  Interest Period applicable thereto to, but not including  the
     last day thereof.

          2.8 CETES-BASED  RATE.  Interest  on  the  unpaid balance of each
     CETES-based Loan from time to time outstanding shall accrue until paid
     at  a  per  annum  rate equal to the CETES-based Rate,  and  shall  be
     payable monthly on the  first Business Day closest to the first day of
     each succeeding month and  in  such  event  Company  shall execute and
     deliver to Bank a note (in the form attached hereto as  Exhibit C; the
     "CETES-based  Rate  Note")  evidencing  the  CETES-based Rate  as  the
     Applicable  Interest  Rate  on  or  before  48  hours   prior  to  the
     commencement  of  such  period  in which the CETES-based Rate  is  the
     Applicable Interest Rate. Interest  accruing  at  the CETES-based Rate
     shall be computed on the basis of a 360 day year and shall be assessed
     for the actual number of days elapsed (including the  first  day,  but
     not the last day that the CETES-based Rate is applicable), and in such
     computation,  effect  shall  be given to any change in the CETES-based
     Rate on the date of each such change.

          2.9 INTEREST PAYMENTS UPON  REFUNDINGS.  Notwithstanding anything
     to the contrary set forth in this Agreement, all  accrued  and  unpaid
     interest on any Loan which is refunded pursuant to Section 2.11 hereof
     shall  be  due  and payable in full on the date such Loan is refunded,
     together with any  amounts  payable  under  Section  3.1  hereof  if a
     refunding  of  a TIIE-based Loan occurs on any day other than the last
     day of the Interest Period applicable thereto.

          2.10 DEFAULT  INTEREST.  Notwithstanding anything to the contrary
     set forth herein, in the event  that  and  so long as there exists any
     default in payment hereunder (including, without  limitation,  failure
     to pay indebtedness under the Loan on any accelerated date for payment
     thereof), (a) interest shall be payable on the principal amount of all
     LIBOR-based  Loans  from  time to time outstanding at a per annum rate
     equal to the Applicable Interest  Rate  for  each  such  Loan plus two
     percent (2%) per annum, (b) at all other times when the Federal Funds-
     based Rate is in effect, interest shall be payable at a per annum rate
     equal  to the Federal Funds-based Rate plus two percent (2%),  (c)  at
     all other  times when the TIIE-based Rate is in effect, interest shall
     be payable at  a  per annum rate equal to the TIIE-based Rate plus two
     percent (2%), and (d)  at all other times when the CETES-based Rate is
     in effect, interest shall  be payable at a per annum rate equal to the
     CETES-based Rate plus two percent  (2%).  Any  interest accruing under
     this Section 2.10 shall be payable upon demand.

          2.11  REFUNDINGS.  Subject  to the payment of  any  break-funding
     reimbursements/prepayment premiums set forth in Section 3.1, as to any
     outstanding LIBOR-based Loan or TIIE-based  Loan, Borrower may convert
     any  LIBOR-based  Loan  to  a  TIIE-based  Loan  (provided   there  is
     availability  under Pesos Subfacility) or convert any TIIE-based  Loan
     to a LIBOR-based  Loan  or  continue  a LIBOR-based Loan or TIIE-based
     Loan, by making a written request therefore to the Comerica or CBM, as
     the case may be, by facsimile, specifying  (a)  the  principal  amount
     that  is  to  bear  interest  at the LIBOR Rate or TIIE-based Rate and
     (b) the Interest Period selected  by  Borrower  during which the LIBOR
     Rate  or TIIE-based Rate, as the case may be, is to  be  applied.  Any
     conversion  requested  by  Borrower must be in an amount not less than
     $500,000 or the Equivalent Amount  of  Pesos. Following the expiration
     of the Interest Period for any LIBOR-based Loan or TIIE-based Loan, as
     the case may be, interest shall automatically  accrue (x) if such Loan
     is  a  LIBOR-based  Loan,  at the Federal Funds Rate  unless  Borrower
     requests and receives another  LIBOR-based  Loan  as  provided in this
     Section 2.11 or (y) if such Loan is a TIIE-based Loan,  at  the  CETES
     Rate unless Borrower requests and receives another TIIE-based Loan  as
     provided in this Section 2.11.

          2.12  PREPAYMENTS. Company may prepay (without premium or penalty
     but subject  to  Article  3) all or part of the outstanding balance of
     the Loan at any time during  any  period when it bears interest at the
     Federal  Funds-based  Rate  or  the CETES-based  Rate.  Upon  two  (2)
     Business Days prior written notice  to Bank, Company may prepay all or
     part of any LIBOR-based Loan or any TIIE-based  Loan,  provided  that:
     (a)  the  amount  of  any  such  partial  prepayment shall be at least
     $500,000  (or  the  Equivalent  Amount of Pesos)  or  the  outstanding
     balance of such Loan, whichever is  less;  and  (b) if such prepayment
     occurs  on other than the last day of the Interest  Period  therefore,
     Company shall  pay  accrued  interest  on  the amount prepaid and such
     other amounts as are required pursuant to Section 3.1 hereof, together
     with such prepayment.

          2.13 PAYMENTS ON NON-BUSINESS DAY. Subject  to  the definition of
     "Interest Period" in this Agreement, in the event that  any payment of
     principal,  interest,  fees  or  any other amounts payable by  Company
     under this Agreement is due on any  day  which  is not a Business Day,
     such due date shall be extended to the next succeeding  Business  Day,
     and,  to  the extent applicable, interest shall continue to accrue and
     be payable for any such extension.

          2.14 REVIEW  DATE.  Without  commitment by either party, Bank and
     Borrower agree to review the Agreement  prior to the Maturity Date and
     consider  an  extension  of  the  Maturity  Date,  subject  to  Bank's
     satisfaction, with the financial performance and economic situation of
     Borrower.

          2.15 UPFRONT FEE. Borrower shall pay CBM  on  the Effective Date:
     (i)  an up-front fee equal to US $150,000.00, calculated  by  applying
     0.5% to  US  $30,000,000.00;  and (ii)  US $22,500.00 representing the
     VAT  on  such  fee. CBM agrees to  promptly  deliver  to  Borrower  an
     original official  invoice  with respect to such payment in accordance
     with applicable laws.

          2.16 COMMITMENT FEE. Unless  this  Agreement is sooner terminated
     (in which case the Commitment Fee shall be  prorated  and payable upon
     such termination), following the first anniversary of this  Agreement,
     Borrower  shall  pay  Bank  a commitment fee calculated by multiplying
     0.250% by the average monthly  unutilized  amount of US $30,000,000.00
     measured from the first anniversary date from  the  execution  of this
     Agreement  to  the  second anniversary date from the execution of this
     Agreement and each anniversary date thereof until the Maturity Date.

          2.17 RECEIPT OF PAYMENTS. Any payments hereunder received by Bank
     after: (i) 2:00 p.m.  Detroit  time  for payments in Dollars, and (ii)
     2:00 p.m. Mexico City time for payments  in  Pesos,  shall  be  deemed
     received by Bank on the next Business Day.

          2.18  USE  OF  LOAN  PROCEEDS.  Borrower  shall use the principal
     amount of the Loan for its and its Subsidiaries' working capital needs
     and the general corporate needs of the Affiliates.

          2.19 REDUCTIONS OF REVOLVING LOAN COMMITMENT.  Upon at least five
     (5)  days'  prior  written  notice  (or  telephonic  notice   promptly
     confirmed  in  writing)  from  the  Borrower to the Bank, the Borrower
     shall  have  the right, without premium  or  penalty,  to  reduce  the
     Revolving Loan  Commitment  in part or to terminate the Revolving Loan
     Commitment  in  whole,  provided  that  (i)  any  partial  termination
     pursuant to this Section  2.19  shall  be  in  an  amount  of at least
     $1,000,000 (or the Equivalent Amount of Pesos) and integral  multiples
     of  $500,000  (or  the  Equivalent  Amount of Pesos), and (ii) no such
     reduction shall be permitted which would  reduce  the  Revolving  Loan
     Commitment  to an amount less than the aggregate outstanding principal
     amount of the  Revolving  Loans.  If  the Revolving Loan Commitment is
     reduced to amount less than the Pesos Subfacility  Maximum,  the Pesos
     Subfacility Maximum shall automatically be deemed reduced to an amount
     equal to the Revolving Loan Commitment.

     3.   SPECIAL PROVISIONS, CHANGES IN CIRCUMSTANCES AND YIELD PROTECTION

          3.1 BREAK-FUNDING REIMBURSEMENTS/PREPAYMENT PREMIUMS. If  Company
     makes any payment of principal with respect to any LIBOR-based Loan or
     any TIIE-based Loan on any day other than the last day of the Interest
     Period  applicable  thereto (whether voluntarily, by acceleration,  or
     otherwise), or if Company  fails  to  borrow  any  LIBOR-based Loan or
     TIIE-based  Loan  after notice has been given by Company  to  Bank  in
     accordance with the  terms  of  this  Agreement  requesting such Loan,
     Company  shall  reimburse  Bank,  within  thirty (30) days  of  Bank's
     demand, for any resulting loss, cost or expense  incurred by Bank as a
     result thereof, including, without limitation, any  such loss, cost or
     expense incurred in obtaining, liquidating, employing  or  redeploying
     deposits  from  third  parties  (but excluding any loss of anticipated
     margin over Bank's cost of funds).  Such  amount payable by Company to
     Bank may include, without limitation, an amount  equal  to the excess,
     if any, of (a) the amount of interest which would have accrued  on the
     amount so prepaid, or not so borrowed or refunded, for the period from
     the  date  of  such prepayment or of such failure to borrow or refund,
     through  the  last  day  of  the  relevant  Interest  Period,  at  the
     Applicable Interest  Rate for said Loan provided under this Agreement,
     over (b) the amount of  interest  (as  reasonably  determined by Bank)
     which would have accrued to Bank on such amount by placing such amount
     on deposit for a comparable period with leading banks  in the relevant
     interbank  market.  Calculation of any amounts payable to  Bank  under
     this Section 3.1 shall  be  made  as  though  Bank shall have actually
     funded  or committed to fund the relevant LIBOR-based  Loan  or  TIIE-
     based Loan  through the purchase of an underlying deposit in an amount
     equal to the  amount  of such Loan and having a maturity comparable to
     the relevant Interest Period;  provided,  however,  that Bank may fund
     any LIBOR-based Loan or TIIE-based Loan in any manner it deems fit and
     the foregoing assumptions shall be utilized only for  the  purpose  of
     the  calculation  of  amounts  payable  under  this  Section. Upon the
     written   request  of  Company,  Bank  shall  deliver  to  Company   a
     certificate   setting   forth  the  basis  in  reasonable  detail  for
     determining such losses,  costs  and expenses, which certificate shall
     be conclusively presumed correct, absent manifest error.

          3.2 ILLEGALITY. If, after the  date  hereof, the introduction of,
     or any change in, any applicable law, rule  or  regulation  or  in the
     interpretation or administration thereof by any governmental authority
     charged   with   the  interpretation  or  administration  thereof,  or
     compliance by Bank  (or  its  LIBOR  Lending  Office  or  TIIE Lending
     Office) with any request or directive (whether or not having the force
     of  law)  of  any such authority, shall make it unlawful or impossible
     for Bank (or its LIBOR Lending Office or TIIE Lending Office) to honor
     its obligations  hereunder to make or maintain any LIBOR-based Loan or
     TIIE-based Loan under this Agreement, Bank shall forthwith give notice
     thereof to Company.  Thereafter,  until Bank notifies Company that the
     circumstance giving rise to such suspension  no  longer exists (a) the
     obligation of Bank to make LIBOR-based Loans or TIIE-based  Loans  and
     the  right of Company to request LIBOR-based Loans or TIIE-based Loans
     and to  convert a Loan or refund a Loan as a LIBOR-based Loan or TIIE-
     based Loan shall be suspended, and thereafter, the Federal Funds-based
     Rate shall  be  the  Applicable Interest Rate, and (b) if Bank may not
     lawfully continue to maintain  a LIBOR-based Loan or a TIIE-based Loan
     to the end of the then current Interest Period applicable thereto, the
     Federal Funds-based Rate shall be the Applicable Interest Rate for the
     remainder of such Interest Period  for  such  LIBOR-based Loan and the
     CETES-based Rate for such TIIE-based Loan as applicable. To the extent
     that doing so will not be, in Bank's sole judgment, disadvantageous to
     Bank, if doing so will eliminate the need to suspend  LIBOR-based Loan
     CETES-based Loan availability pursuant to this Section  3.2  Bank will
     designate a different LIBOR Lending Office or TIIE Lending Office  for
     the Loans hereunder.

          3.3  INCREASED  COSTS.  If the adoption after the date hereof, or
     any change after the date hereof  in,  any  applicable  law,  rule  or
     regulation  of  any governmental authority, central bank or comparable
     agency charged with  the  interpretation or administration thereof, or
     compliance  by Bank (or its  LIBOR  Lending  Office  or  TIIE  Lending
     Office) with any request or directive (whether or not having the force
     of law) made  by any such authority, central bank or comparable agency
     after the date hereof:

     (A)  SHALL SUBJECT  BANK  (OR ITS LIBOR LENDING OFFICE OR TIIE LENDING
          OFFICE) TO ANY TAX, DUTY  OR  OTHER  CHARGE  WITH  RESPECT TO ANY
          LOAN, THE NOTES, OR ANY OF THE INDEBTEDNESS UNDER THIS AGREEMENT,
          OR SHALL CHANGE THE BASIS OF TAXATION OF PAYMENTS TO BANK (OR ITS
          LIBOR LENDING OFFICE OR TIIE LENDING OFFICE) OF THE  PRINCIPAL OF
          OR  INTEREST  ON  ANY LOAN, THE NOTES, OR ANY OF THE INDEBTEDNESS
          UNDER  THIS AGREEMENT,  OR  ANY  OTHER  AMOUNTS  DUE  UNDER  THIS
          AGREEMENT  IN  RESPECT THEREOF (EXCEPT FOR CHANGES IN THE RATE OF
          TAX ON THE OVERALL NET INCOME OF BANK OR ITS LIBOR LENDING OFFICE
          OR TIIE LENDING  OFFICE  IMPOSED  BY  THE  JURISDICTION  IN WHICH
          BANK'S PRINCIPAL EXECUTIVE OFFICE OR LIBOR LENDING OFFICE OR TIIE
          LENDING OFFICE IS LOCATED); OR

     (B)  SHALL  IMPOSE,  MODIFY OR DEEM APPLICABLE ANY RESERVE (INCLUDING,
          (TO THE EXTENT NOT  PROVIDED ELSEWHERE IN THIS AGREEMENT) WITHOUT
          LIMITATION, ANY IMPOSED  BY THE BOARD OF GOVERNORS OF THE FEDERAL
          RESERVE SYSTEM), SPECIAL DEPOSIT  OR  SIMILAR REQUIREMENT AGAINST
          ASSETS  OF,  DEPOSITS  WITH  OR  FOR THE ACCOUNT  OF,  OR  CREDIT
          EXTENDED BY BANK (OR ITS LIBOR LENDING OFFICE) OR SHALL IMPOSE ON
          BANK (OR ITS LIBOR LENDING OFFICE)  OR  THE  FOREIGN EXCHANGE AND
          INTERBANK  MARKETS ANY OTHER CONDITION AFFECTING  ANY  LOAN,  THE
          NOTES, OR ANY INDEBTEDNESS UNDER THIS AGREEMENT;

and the result of any  of  the foregoing is to increase the cost to Bank of
maintaining any part of the  indebtedness hereunder or to reduce the amount
of any sum received or receivable  by Bank under this Agreement, the Notes,
or any of the indebtedness hereunder,  by  an  amount  reasonably deemed by
Bank  to  be material, then Company shall pay to Bank, within  thirty  (30)
days of Company's  receipt  of  written  notice  from  Bank  demanding such
compensation,   such  additional  amount  or  amounts  as  will  reasonably
compensate Bank for  such  increased  cost or reduction. Bank will promptly
notify Company of any event of which it  has  knowledge  which will entitle
Bank  to compensation pursuant to this Section 3.3. A certificate  of  Bank
setting   forth  the  basis  in  reasonable  detail  for  determining  such
additional  amount  or  amounts  necessary  to  compensate  Bank  shall  be
conclusively presumed to be correct, absent manifest error.

          3.4 CAPITAL ADEQUACY. In the event that after the Effective Date,
     any  applicable  law,  treaty, rule or regulation (whether domestic or
     foreign) now or hereafter  in  effect  and  whether  or  not presently
     applicable to Bank, or any interpretation or administration thereof by
     any   governmental  authority  charged  with  the  interpretation   or
     administration  thereof,  or  compliance  by  Bank with any guideline,
     request or directive of any such authority (whether  or not having the
     force of law), including any risk-based capital guidelines, affects or
     would  affect  the  amount  of  capital  required  or expected  to  be
     maintained by the Bank (or any corporation controlling  the Bank), and
     the Bank determines that the amount of such capital is increased by or
     based  upon the existence of any obligations of the Bank hereunder  or
     the making  or maintaining any Loans, and such increase has the effect
     of  reducing the  rate  of  return  on  Bank's  (or  such  controlling
     corporation's)  capital  as  a  consequence of such obligations or the
     making or maintaining such Loans  to a level below that which the Bank
     (or such controlling corporation) could  have  achieved  but  for such
     circumstances (taking into consideration its policies with respect  to
     capital  adequacy), then Company shall pay to Bank, within thirty (30)
     days of Company's  receipt  of written notice from Bank demanding such
     compensation, additional amounts sufficient to compensate the Bank (or
     such controlling corporation)  for  any  increase  in  the  amount  of
     capital and reduced rate of return which Bank reasonably determines to
     be  allocable to the existence of any obligations of Bank hereunder or
     to the  making  or  maintaining  any  Loans  hereunder or otherwise in
     respect of any of the indebtedness hereunder.  A  certificate  of Bank
     setting  forth  the  basis  in  reasonable detail for determining such
     additional amounts necessary to compensate  Bank shall be conclusively
     presumed   correct,   absent   manifest  error.  Notwithstanding   the
     foregoing, Company shall not be  required  to compensate Bank pursuant
     to  this  Section  for any period prior to the  ninetieth  (90th)  day
     preceding the date of Bank's demand for such compensation.

          3.5 TAXES. Notwithstanding  anything  to  the  contrary contained
     herein,  all payments to be made by Company under this  Agreement  and
     the Notes shall be made without set-off or counterclaim, as aforesaid,
     and without  deduction  for  or  on  account  of any present or future
     withholding or other taxes of any nature imposed  by  any governmental
     authority  of  Mexico or of any political subdivision thereof  or  any
     federation or organization of which such governmental authority may at
     the time of payment be a member, unless Company is compelled by law to
     make payment subject to such tax. In such event, Company shall:

     (A)  PAY TO THE  BANK  SUCH  ADDITIONAL AMOUNTS AS MAY BE NECESSARY TO
          ENSURE THAT THE BANK RECEIVES  A  NET AMOUNT IN DOLLARS OR PESOS,
          AS THE CASE MAY BE, EQUAL TO THE FULL  AMOUNT  WHICH  WOULD  HAVE
          BEEN  RECEIVABLE  HAD  PAYMENT NOT BEEN MADE SUBJECT TO SUCH TAX;
          AND

     (B)  REMIT SUCH TAX TO THE RELEVANT  TAXING  AUTHORITIES  ACCORDING TO
          APPLICABLE  LAW,  AND  SEND  TO BANK WITHIN FORTY FIVE (45)  DAYS
          FOLLOWING THE DATE IN WHICH SUCH  TAX  IS  DUE  AND  PAYABLE SUCH
          CERTIFICATES  OR  CERTIFIED  RECEIPTS  AS  BANK  SHALL REASONABLE
          REQUIRE AS PROOF OF THE PAYMENT BY THE COMPANY OF ANY SUCH TAXES;
          PROVIDED,  THAT  BANK  SHALL  PROMPTLY  REIMBURSE TO BORROWER  AN
          AMOUNT IN DOLLARS EQUAL TO THE AMOUNT, IF  ANY,  OF  ANY SUCH TAX
          CREDITS  ACTUALLY  USED BY BANK TO OFFSET ITS TAX LIABILITIES  IN
          THE UNITED STATES OF  AMERICA  ON  ITS  FOREIGN SOURCE INCOME, IN
          ACCORDANCE  WITH  UNITED STATES OF AMERICA  TAX  REGULATIONS.  IN
          CONNECTION THEREWITH,  BANK SHALL ENDEAVOR TO OBTAIN FROM THE TAX
          AUTHORITIES OF THE UNITED  STATES  OF AMERICA A TAX CREDIT ON ANY
          MEXICAN INCOME TAX WITHHELD FROM INTEREST  PAYMENTS  RECEIVED  BY
          BANK HEREUNDER AND THE NOTES.

      THE PROVISIONS OF THIS SECTION SHALL SURVIVE TERMINATION HEREOF.

As  used  herein,  the  terms  "tax",  "taxes"  and  "taxation" include all
existing  taxes,  levies,  imposts, duties, charges, fees,  deductions  and
withholdings and any restrictions  or  conditions  resulting  in  a  charge
together with interest thereon and fines and penalties with respect thereto
which  may  be  imposed  by  any governmental authority of Mexico or of any
political subdivision thereof  or  any  federation or organization of which
such governmental authority may at the time  of  payment  be  a  member  by
reason  of  any violation or default with respect to the law regarding such
tax, assessed  as  a  result  of  or in connection with the transactions in
Dollars or Pesos, as the case may be, the payment or delivery of funds into
or out of any jurisdiction other than  the  United  States of America or to
non-Mexican   residents  (whether  assessed  against  Company   or   Bank).
Notwithstanding  the foregoing or anything contained herein or in any other
Loan Document to the  contrary, it is understood and agreed that the CETES-
based Rate, the Federal  Funds-based  Rate,  the  LIBOR-based  Rate and the
TIIE-based   Rate  expressly  provides  for  the  payment  by  Borrower  of
withholding for  Mexican  Income  taxes  applicable to interest payments to
Bank hereunder and the Notes.

          3.6 CURRENCY INDEMNITY.  The Bank  will  make  all  advances  and
     disbursements  in Dollars or Pesos, as the case may be, and Company is
     bound to repay the  Loan  in Dollars, if such advance was disbursed by
     the Company in Dollars and  in  Pesos if such advance was disbursed by
     the Company in Pesos, accordingly, the parties agree that:

     (A)  IN THE EVENT OF A JUDGMENT OR  ORDER  BEING RENDERED BY ANY COURT
          OR TRIBUNAL HAVING JURISDICTION THEREOF,  FOR  THE PAYMENT OF ANY
          AMOUNTS  OWED TO THE BANK UNDER A LIBOR-BASED LOAN,  OR  FOR  THE
          PAYMENT OF  DAMAGES  RESULTING FROM ANY BREACH OF THIS LOAN OR OF
          THE  LOAN DOCUMENTS AND  IF  SUCH  JUDGMENT  OR  ORDER  IS  BEING
          EXPRESSED IN A CURRENCY OTHER THAN DOLLARS ("JUDGMENT CURRENCY"),
          THE COMPANY HEREBY AGREES TO INDEMNIFY AND HOLD HARMLESS THE BANK
          AGAINST ANY DEFICIENCY IN TERMS OF DOLLARS IN THE AMOUNT RECEIVED
          BY THE  BANK  ARISING  OUT OR RESULTING FROM ANY VARIATION IN (I)
          THE RATE OF EXCHANGE AT  WHICH  DOLLARS  ARE  CONVERTED  INTO THE
          JUDGMENT  CURRENCY  AND,  (II) THE RATE OF EXCHANGE AT WHICH  THE
          BANK IS ABLE TO PURCHASE DOLLARS  WITH THE AMOUNT OF THE JUDGMENT
          CURRENCY  ACTUALLY  RECEIVED  BY THE BANK  ON  THE  BUSINESS  DAY
          FOLLOWING SUCH RECEIPT.

     (B)  THE ABOVE INDEMNITY SHALL CONSTITUTE  A  SEPARATE AND INDEPENDENT
          OBLIGATION  OF  THE  COMPANY  FROM ITS OTHER OBLIGATIONS  ASSUMED
          HEREUNDER   OR  UNDER  THE  LOAN  DOCUMENTS   AND   SHALL   APPLY
          IRRESPECTIVE  OF  ANY INDULGENCE GRANTED BY THE BANK AND NO PROOF
          OR EVIDENCE OF ANY  ACTUAL LOSS SHALL BE REQUIRED BY THE COMPANY.
          THE ABOVE INDEMNITY SHALL  ALSO APPLY IN THE EVENT FOR ANY REASON
          THE COMPANY MAKES PAYMENT TO  THE  BANK  IN A CURRENCY OTHER THAN
          DOLLARS, EXCEPT FOR PAYMENTS IN PESOS  MADE  UNDER  A  TIIE-BASED
          LOAN OR CETES-BASED LOAN.

     (C)  THE TERM RATE OF EXCHANGE SHALL INCLUDE ANY PREMIUMS, COMMISSIONS
          AND COSTS OF EXCHANGE PAYABLE IN CONNECTION WITH THE PURCHASE OF,
          OR CONVERSION INTO DOLLARS.

          3.7  ALTERNATIVE INTEREST RATE. Notwithstanding anything  to  the
     contrary contained herein:

     (a)  If Bank  determines that by virtue of circumstances affecting the
          LIBOR market  or  in  the event that such rate does not appear on
          Page BBAM of the Bloomberg  Financial Markets Information Service
          (or otherwise on such Service) or if the Reserve Requirements are
          applicable to Bank or for any  other  reason  set  forth  in this
          Section  3,  adequate  and  reasonable  means  do  not  exist  to
          determine  or  maintain  the LIBOR Rate applicable to the Loan or
          such event has the effect  of reducing the Bank's rate of return,
          Bank shall notify Borrower that  the  LIBOR-based  Rate  shall no
          longer  be  the  Applicable Interest Rate and Federal Funds-based
          Rate shall be the Applicable Interest Rate.  In such event, on or
          before 48 hours prior to the commencement of such period in which
          the Federal Funds-based  Rate  is  the  Applicable Interest Rate,
          Borrower  shall execute and deliver to Bank  the  Federal  Funds-
          based Rate  Note.   Thereafter, until it is reasonably determined
          by Bank and notified  to  Borrower  that  such  circumstances  no
          longer  exist, the right of Borrower to request the applicability
          of a LIBOR-based Rate on the Loan shall be suspended and Borrower
          shall only be permitted to request the applicability of a Federal
          Funds-based Rate on the Loan.

     (b)  Borrower hereby agrees that in the event Borrower does not accept
          the Federal  Funds-based Rate or fails to execute and deliver the
          Federal Funds-based  Rate  Note  in accordance with this Section,
          then Bank shall be released from its  obligation  to maintain the
          Loan.  In such an event Borrower shall pay without  any  penalty,
          precisely  on  the  next succeeding date in which the payment  of
          interest is due, the  principal  amount  of  Loan,  together with
          interest accrued to the date of such payment, in accordance  with
          the Notes.  Borrower hereby also agrees that in the event of such
          payment  all  of  Bank's  obligations  hereunder  shall terminate
          immediately  without  any  liability for Bank.  Bank hereby  also
          agrees that in the event of  payment  in  full  of all Borrower's
          obligations  hereunder,  Borrower's  obligations shall  terminate
          immediately without any liability for Borrower.

     (c)  If Bank determines that by virtue of circumstances  affecting the
          TIIE  market  or in the event that such rate is not published  in
          the  Official  Gazette   or   if  the  Reserve  Requirements  are
          applicable to Bank or for any other  reason  set  forth  in  this
          Section  3,  adequate  and  reasonable  means  do  not  exist  to
          determine  or  maintain  the  TIIE Rate applicable to the Loan or
          such event has the effect of reducing  the Bank's rate of return,
          Bank  shall  notify Borrower that the TIIE-based  Rate  shall  no
          longer be the Applicable Interest Rate and CETES-based Rate shall
          be the Applicable  Interest Rate.  In such event, on or before 48
          hours prior to the commencement  of  such  period  in  which  the
          CETES-based  Rate is the Applicable Interest Rate, Borrower shall
          execute  and  deliver   to   Bank   the  CETES-based  Rate  Note.
          Thereafter,  until  it  is  reasonably  determined  by  Bank  and
          notified to Borrower that such circumstances no longer exist, the
          right of Borrower to request the applicability  of  a  TIIE-based
          Rate  on  the Loan shall be suspended and Borrower shall only  be
          permitted to  request  the applicability of a CETES-based Rate on
          the Loan.

(a)Borrower hereby agrees that in  the  event  Borrower does not accept the
CETES-based Rate or fails to execute and deliver  the CETES-based Rate Note
in  accordance  with  this Section, then Bank shall be  released  from  its
obligation to maintain  the  Loan.   In  such  an  event Borrower shall pay
without any penalty, precisely on the next succeeding  date  in  which  the
payment  of  interest  is  due, the principal amount of Loan, together with
interest accrued to the date of such payment, in accordance with the Notes.
Borrower hereby also agrees that in the event of such payment all of Bank's
obligations hereunder shall terminate immediately without any liability for
Bank.  Bank hereby also agrees  that in the event of payment in full of all
Borrower's obligations hereunder,  Borrower's  obligations  shall terminate
immediately without any liability for Borrower.

     1.        CONDITIONS

     A.   The obligation of Bank to enter into this Agreement is subject to
the following conditions precedent:

          1.1 EXECUTION OF THIS AGREEMENT. Company and the Credit  Parties,
     as applicable, shall have executed and delivered to Bank, or caused to
     have  been  executed  and  delivered  to the Bank, this Agreement, the
     Guaranty (FIANZA SOLIDARIA), and all other  applicable  Loan Documents
     (except  the Security Documents), (including all schedules,  exhibits,
     certificates, opinions, financial statements and other documents to be
     delivered pursuant hereto), and such Loan Documents (when executed and
     delivered  to  Bank) shall be in full force and effect and binding and
     enforceable obligations  of  Company  and any other Credit Parties who
     may  be parties thereto, except to the extent  limited  by  applicable
     bankruptcy, insolvency or other insolvency laws.

          1.2  COMPANY  AUTHORITY  DOCUMENTS.   Bank  shall  have  received
     certified  copies  of  Company's  charter  and  estatutos sociales and
     powers of attorney in form acceptable to Bank.

          1.3  GUARANTOR'S  AUTHORITY DOCUMENTS. Bank shall  have  received
     certified copies of each  Mexican  Guarantor's  estatutos sociales and
     powers of attorney in form acceptable to Bank. With  respect to the US
     Guarantor,  Bank  shall  have received a certificate of good  standing
     from the Secretary of State  for  the State of Delaware and such other
     documentation  as Bank may reasonably  request  to  confirm  that  the
     Guaranty executed  by  the  US  Guarantor  has  been  duly authorized,
     executed and delivered.

          1.4  CERTIFICATES.  Bank  shall  have  received a Certificate  of
     Secretary and an Officer's Certificate from each  of  the  Company and
     Guarantors  (other  than  the  US Guarantor) in the form set forth  in
     Schedule 4.4(A), attached hereto.

          1.5  REPRESENTATIONS  AND  WARRANTIES.  The  representations  and
     warranties made by Company, and any other Person who is a party to any
     of  the  Loan Documents, under this  Agreement  or  any  of  the  Loan
     Documents,  and  the  representations  and  warranties  of  any of the
     foregoing  made  to  Bank  which  are  contained  in  any certificate,
     document  or  financial  or  other  statement  furnished  at any  time
     hereunder or thereunder or in connection herewith or therewith,  shall
     have been true and correct in all material respects when made.

          1.6 COMPLIANCE WITH CERTAIN DOCUMENTS AND AGREEMENTS. Company and
     any  other  Person  who  is a party to any of the Loan Documents shall
     have each performed and complied  in  all  material  respects with all
     agreements  and conditions contained in the Loan Documents  applicable
     to it which have  been  (or  will  be) delivered pursuant to the terms
     hereunder and are then in effect.

          1.7  OPINION  OF  COUNSEL.  Company  shall  have  furnished  Bank
     opinions of counsel to Company and  the  Guarantors,  dated  the  date
     hereof, and covering such matters as required by Bank in substantially
     the  form attached hereto as Schedule 4.7, provided, however, that all
     opinions  with  respect  to  the Notes and Security Documents shall be
     condition to the funding of the initial Loan under Article 4 B below.

          1.8 NO MATERIAL ADVERSE EFFECT;  NO  DEFAULT. No Default or Event
     of Default shall have occurred and be continuing  and there shall have
     been  no  Material  Adverse  Effect  with  respect  to  the  condition
     (financial or otherwise), properties, business, results or  operations
     of  the  Credit Parties since the date of the financial statements  of
     Company and/or Guarantors mentioned in Section 5.17 hereof.

          1.9 PROCESS  AGENT  APPOINTMENT. The Company has furnished to the
     Bank evidence that the Process Agent has been duly appointed, and that
     the Process Agent has accepted such designation.

          1.10 SPECIAL POWER OF  ATTORNEY.  The  Company  and  the  Mexican
     Guarantors have granted an irrevocable special power of attorney under
     Mexican law in favor of the Process Agent.

          1.11  LIEN  SEARCHES.  Bank  shall  have  received  such evidence
     satisfactory to Bank indicating that upon the filing and/or  recording
     of  the  Security  Documents,  Bank's  shall  have  a  first priority,
     perfected lien and/or security interest in the Collateral.

          1.12  COMPLIANCE  WITH  INDENTURE.  Bank  shall have received  an
     opinion  of  counsel  to  the US Guarantor and a certificate  from  an
     officer of the US Guarantor,  in  form  and  substance satisfactory to
     Bank, indicating that this Agreement does not violate the terms of the
     Indenture.

          1.13 OTHER DOCUMENTS AND INSTRUMENTS. Bank  shall  have  received
     such other instruments and documents (not inconsistent with the  terms
     hereof)  as  Bank may reasonably request in connection with the making
     of the Loans hereunder,  and  all such instruments and documents shall
     be reasonably satisfactory in form and substance to the Bank.

          1.14 POWER OF ATTORNEY. The  Board  of Directors of Company shall
     have granted a special power of attorney authorizing  and  identifying
     those individuals of Company authorized to sign the Loan Documents.

          B.  THE  OBLIGATIONS OF BANK TO MAKE THE INITIAL LOAN UNDER  THIS
     AGREEMENT SHALL BE SUBJECT TO THE FOLLOWING CONDITIONS PRECEDENT:

          1.15 EXECUTION  OF  NOTES AND SECURITY DOCUMENTS. Company and the
     Credit Parties, as applicable,  shall  have  executed and delivered to
     Bank, or caused to have been executed and delivered  to  the  Bank the
     Note  or Notes (PAGAR<e'>S) as may be necessary to evidence the  Loans
     and the  Security  Documents  and all other applicable Loan Documents,
     (including all schedules, exhibits,  certificates, opinions, financial
     statements and other documents to be delivered  pursuant  hereto), not
     executed and delivered under Article 4 A. above, the receipt  by  Bank
     of  evidence  that  the  Security  Documents shall have been filed for
     registration with the applicable governmental  authorities,  and  such
     Loan  Documents (when executed and delivered to Bank) shall be in full
     force and  effect  and  binding and enforceable obligations of Company
     and any other Credit Parties who may be parties thereto, except to the
     extent  limited  by  applicable   bankruptcy,   insolvency   or  other
     insolvency laws. Additionally, the Mortgages (i) shall have been  duly
     granted  by  the applicable Guarantors; (ii) shall have been filed for
     registration with  the relevant Public Registry of Property; (iii) all
     registration and notary public fees have been paid; and (iv) and shall
     constitute a first priority line in favor of the Bank.

          1.16  CERTIFICATES.   Bank   shall  have  received  an  Officer's
     Certificate from each of the Company and Guarantors (other than the US
     Guarantor) in the forms set forth in Schedule 4.4(B) attached hereto.

          1.17 COMPLIANCE WITH CERTAIN DOCUMENTS  AND  AGREEMENTS.  Company
     and any other Person who is a party to any of the Loan Documents shall
     have  each  performed  and  complied in all material respects with all
     agreements and conditions contained  in  the Loan Documents applicable
     to it which have been delivered pursuant to  the  terms  hereunder and
     are then in effect.

          1.18  OPINION  OF  COUNSEL.  Company  shall  have furnished  Bank
     opinions  of  counsel to Company and the Guarantors,  dated  the  date
     hereof, with respect  to the execution, delivery and enforceability of
     the Notes and Security  Documents  in  substantially the form attached
     hereto as Schedule 4.7.

          C. THE OBLIGATIONS OF BANK TO MAKE  A  LOAN  UNDER THIS AGREEMENT
     (INCLUDING  THE  INITIAL  LOAN)  SHALL  BE  SUBJECT  TO THE  FOLLOWING
     CONDITIONS PRECEDENT:

          1.19 NO EVENT OF DEFAULT. As of the date of such Loan, no default
     or  Event of Default shall have occurred and be continuing  and  there
     shall  have  been  no  Material  Adverse  Effect  with  respect to the
     condition (financial or otherwise), properties, business,  results  or
     operations  of  the  Credit  Parties, taken as a whole, since the last
     date  of  the  financial  statements   of  Company  and/or  Guarantors
     delivered to Bank in accordance with Section 6.1 hereof.

          1.20 REPRESENTATIONS AND WARRANTIES. As of the date of such Loan,
     the representations and warranties made  by  Company,  and  any  other
     Credit  Party  under  this Agreement or any of the Loan Documents, and
     the representations and  warranties  of  any  of the foregoing made to
     Bank which are contained in any certificate, document  or financial or
     other  statement furnished at any time hereunder or thereunder  or  in
     connection  herewith or therewith, shall have been true and correct in
     all material respects when made.



     2.        REPRESENTATIONS AND WARRANTIES

     Company, and  to the extent applicable, each Guarantor, represents and
warrants, and such  representations  and  warranties  shall be deemed to be
continuing representations and warranties during the entire  life  of  this
Agreement, as follows:

          2.1  DUE  INCORPORATION.  The Borrower and the Mexican Guarantor,
     are corporations duly incorporated and validly existing under the laws
     of  Mexico,  the  US  Guarantor is a  corporation  duly  incorporated,
     validly existing and in  good  standing  under  the laws of the United
     States, and such corporations are duly qualified to do business.

          2.2  CORPORATE  AUTHORITY. Both the Borrower and  the  Guarantors
     have all requisite power  and  authority,  corporate  or otherwise, to
     conduct  their  business, to own their properties and to  execute  and
     deliver, and to perform  all of their obligations under this Agreement
     and the Note(s).

          2.3 DUE EXECUTION. The  execution,  delivery  and  performance of
     this  Agreement  and  the  Note(s)  have been duly authorized  by  all
     necessary corporate and/or shareholder action of both the Borrower and
     the  Guarantors  in  the case of this Agreement,  and  the  respective
     Guarantors in the case of the Guaranty(s), and do not and will not (i)
     violate any provision  of  any  law,  rule,  regulation,  order, writ,
     judgment,  injunction,  decree,  determination  or award presently  in
     effect having applicability to the Borrower or the  Guarantors  or the
     estatutos  sociales,  charter  or  by-laws  of  the  Borrower  or  the
     Guarantors,  (ii) result in a breach or constitute a default under any
     indenture or loan or credit agreement or any other agreement, lease or
     instrument to  which  the Borrower or the Guarantors are a party or by
     which their properties may be bound or affected or (iii) result in, or
     require the creation or  imposition  of  any  mortgage, deed of trust,
     pledge, lien, security interest or other charge  or encumbrance of any
     nature  upon  or with respect to any of the properties  now  owned  or
     hereafter acquired by the Borrower or the Guarantors, and the Borrower
     and the Guarantors  are  not  in  default  under  any  such law, rule,
     regulation,  order, writ, judgment, injunction, decree, determination,
     indenture or agreement, lease or instrument; the result of which would
     render such Loan  Document void or ineffective or result in a Material
     Adverse Effect.

          2.4 ENFORCEABILITY.  This  Agreement constitutes, and the Note(s)
     when  executed  and  delivered  by the  Borrower  and  the  respective
     Guarantors,  as  applicable, will constitute,  the  legal,  valid  and
     binding obligations of the Borrower and of the Guarantors, enforceable
     against the Borrower  and  against  the  Guarantors in accordance with
     their terms.

          2.5  PARI  PASSU. The obligations of the  Borrower,  Avicola  and
     Holding under this  Agreement  and the Note(s) will rank at least pari
     passu with all other present and  future indebtedness of the Borrower,
     Avicola and Holding other than the  obligations  secured  by Permitted
     Liens.

          2.6 LITIGATION. Except as disclosed on Schedule 5.6, there  is no
     action,  suit  or  proceeding pending against, or, to the knowledge of
     the Borrower and/or  the  Guarantors,  threatened against or affecting
     the Borrower or the Guarantors before any  court  or arbitrator or any
     governmental body, agency or official in which there  is  a reasonable
     possibility  of  an adverse decision which could result in a  Material
     Adverse Effect.

          2.7 TAXES. The Borrower and the Mexican Guarantors have filed all
     federal (or State  of  organization)  income tax returns and all other
     material tax returns which are required  to be filed and have paid all
     such taxes due pursuant to such returns or  pursuant to any assessment
     received by the Borrower and by the Mexican Guarantors.  The  charges,
     accruals  and reserves on the books of the Borrower and of the Mexican
     Guarantors  in  respect of taxes or other governmental charges are, in
     the opinion of the Borrower and of the Mexican Guarantors, adequate.

          2.8 COMPLIANCE WITH LAWS. The Borrower and the Mexican Guarantors
     have  complied  with   all   applicable   laws,   ordinances,   rules,
     regulations,  and requirements of governmental authorities (including,
     without limitation,  environmental laws, social security laws, housing
     and pension provisions)  and  have  made  payment  of  all  quotas  or
     contributions   required   to   be   made   thereunder,  except  where
     non-compliance thereof would not reasonably be expected to result in a
     Material Adverse Effect.

          2.9  TITLE TO PROPERTY. Each Credit Party  has,  good  and  valid
     title to all  property  and  assets  purported  to  be  owned  by  it,
     including  those  assets  identified  on the financial statements most
     recently delivered to and accepted by Bank.

          2.10  ENCUMBRANCES. There are no security  interests  in,  liens,
     mortgages, or  other  encumbrances  on  and no financing statements on
     file with respect to, any of the Collateral  other  than the Permitted
     Liens.

          2.11 NON-CONTRAVENTION. The execution, delivery  and  performance
     of  this Agreement and the Loan Documents and any other documents  and
     instruments  required  under  or  in connection with this Agreement by
     Company or the Guarantors are not in contravention of the terms of any
     indenture,  agreement  or  undertaking   to   which   Company  or  the
     Guarantors, as the case may be, is a party or by which  it  is  bound,
     the   result  of  which  would  render  such  Loan  Document  void  or
     ineffective or result in a Material Adverse Effect.

          2.12  CONSENTS,  APPROVALS  AND  FILINGS ETC. Except as have been
     previously  obtained, no authorization,  consent,  approval,  license,
     qualification or formal exemption from, nor any filing, declaration or
     registration  with,  any  court,  environmental  agency  or regulatory
     authority or other governmental body or any securities exchange and no
     material authorization, consent or approval from any other  person  is
     required in connection with the execution, delivery and performance of
     any  Loan  Documents  by  Company  or  the  Guarantors, except for the
     registration of the Security Documents which  must be recorded therein
     in accordance with applicable laws. All such authorizations, consents,
     approvals, licenses, qualifications, exemptions, filings, declarations
     and registrations which have previously been obtained  or made, as the
     case may be, are in full force and effect and are not the  subject  of
     any  attack, or to the knowledge of Company, any threatened attack (in
     any material respect), by appeal or direct proceeding or otherwise.

          2.13 CONTRACTS, AGREEMENTS AND LEASES. Neither Company nor any of
     its Subsidiaries  (if  any)  is  in  default  in  complying  with  any
     provision  of  any  material  contract, agreement, indenture, lease or
     instrument to which it is a party  or  by  which it is or those of its
     properties  or  assets  the  default of which would  have  a  Material
     Adverse Effect, and, to the best  of  Company's  knowledge,  each such
     contract, commitment, undertaking, agreement, indenture and instrument
     is in full force and effect and is valid and legally binding.

          2.14 NO MARGIN STOCK. No Credit Party is engaged principally,  or
     as  one  of  its  important activities, directly or indirectly, in the
     business of extending credit for the purpose of purchasing or carrying
     margin stock, and none  of  the  proceeds of any of the Loans or other
     indebtedness  hereunder  will  be used,  directly  or  indirectly,  to
     purchase or carry any margin stock or made available by a Credit Party
     in any manner to any other Person  to  enable or assist such Person in
     purchasing  or  carrying  margin  stock, or  otherwise  used  or  made
     available for any other purpose which  might violate the provisions of
     Regulations G, T, U, or X of the Board of  Governors  of  the  Federal
     Reserve System.

          2.15 HAZARDOUS MATERIALS.

     (A)  NO CREDIT PARTY HAS USED HAZARDOUS MATERIALS ON OR AFFECTING  ANY
          REAL  PROPERTY  OWNED  OR  OPERATED  BY  BORROWER  OR ANY MEXICAN
          GUARANTOR  (COLLECTIVELY  AND SINGULARLY THE "PREMISES")  IN  ANY
          MANNER WHICH VIOLATES ANY ENVIRONMENTAL LAWS, AND, TO THE BEST OF
          EACH CREDIT PARTY'S KNOWLEDGE,  NO PRIOR OWNER OF THE PREMISES OR
          ANY CURRENT OR PRIOR OCCUPANT HAS  USED HAZARDOUS MATERIALS ON OR
          AFFECTING  THE  PREMISES  IN  ANY  MANNER   WHICH   VIOLATES  ANY
          ENVIRONMENTAL  LAWS,  EXCEPT  WHERE  SUCH  VIOLATION  WOULD   NOT
          REASONABLY  BE  EXPECTED  TO RESULT IN A MATERIAL ADVERSE EFFECT.
          EACH CREDIT PARTY COVENANTS  AND  AGREES THAT NEITHER IT, NOR ANY
          OCCUPANT OF ANY OF THE PREMISES SHALL  USE, INTRODUCE OR MAINTAIN
          HAZARDOUS MATERIALS ON THE PREMISES IN ANY MANNER, UNLESS, IN ALL
          MATERIAL   RESPECTS,   DONE   IN  STRICT  COMPLIANCE   WITH   ALL
          ENVIRONMENTAL LAWS.

     (B)  EACH CREDIT PARTY SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS BANK,
          ITS EMPLOYEES, AGENTS, OFFICERS  AND  DIRECTORS, FROM AND AGAINST
          ANY  AND  ALL  CLAIMS,  DEMANDS, PENALTIES,  FINES,  LIABILITIES,
          SETTLEMENTS, DAMAGES, COSTS  AND  EXPENSES  OF  WHATEVER  KIND OR
          NATURE  ARISING  OUT OF OR RELATED TO (I) THE PRESENCE, DISPOSAL,
          RELEASE OR THREATENED RELEASE OF ANY HAZARDOUS MATERIALS ON, FROM
          OR  AFFECTING  THE  PREMISES  OR  THE  SOIL,  WATER,  VEGETATION,
          BUILDINGS, PERSONAL PROPERTY,  PERSONS  OR  ANIMALS THEREON, (II)
          ANY PERSONAL INJURY (INCLUDING WRONGFUL DEATH) OR PROPERTY DAMAGE
          (REAL OR PERSONAL) ARISING OUT OF OR RELATED  TO  SUCH  HAZARDOUS
          MATERIALS,  (III)  ANY  LAWSUIT BROUGHT OR THREATENED, SETTLEMENT
          REACHED  OR  GOVERNMENTAL  ORDER   RELATING   TO  SUCH  HAZARDOUS
          MATERIALS,  (IV)  THE  COST  OF  REMOVAL  OF  ALL SUCH  HAZARDOUS
          MATERIALS  FROM ALL OR ANY PORTIONS OF THE PREMISES,  (V)  TAKING
          NECESSARY PRECAUTIONS TO PROTECT AGAINST THE RELEASE OF HAZARDOUS
          MATERIALS ON  OR  AFFECTING THE PREMISES, (VI) COMPLYING WITH ALL
          ENVIRONMENTAL LAWS,  AND/OR  (VII) ANY VIOLATION OF ENVIRONMENTAL
          LAWS OR REQUIREMENTS OF BANK,  WHICH ARE BASED UPON OR IN ANY WAY
          RELATED   TO   SUCH  HAZARDOUS  MATERIALS,   INCLUDING,   WITHOUT
          LIMITATION, REASONABLE  ATTORNEYS'  AND  CONSULTANTS'  FEES (SAID
          ATTORNEYS  AND CONSULTANTS TO BE SELECTED BY BANK), INVESTIGATION
          AND LABORATORY  FEES,  ENVIRONMENTAL  STUDIES  REQUIRED  BY  BANK
          (WHETHER  PRIOR TO FORECLOSURE OR OTHERWISE), AND COURT COSTS AND
          LITIGATION  EXPENSES.  UPON REQUEST OF BANK, A CREDIT PARTY SHALL
          EXECUTE, A SEPARATE INDEMNITY COVERING THE SAME MATTERS SET FORTH
          HEREIN.

     (C)  AS OF THE EFFECTIVE DATE, NO CREDIT PARTY HAS RECEIVED ANY NOTICE
          ("ENVIRONMENTAL COMPLAINT")  OF  ANY  VIOLATIONS OF ENVIRONMENTAL
          LAWS (AND, WITHIN FIVE (5) DAYS OF RECEIPT  OF  ANY ENVIRONMENTAL
          COMPLAINT ARISING HEREAFTER, SUCH PARTY SHALL GIVE  BANK  A  COPY
          THEREOF),  AND  TO  THE  BEST OF EACH CREDITOR PARTY'S KNOWLEDGE,
          THERE HAVE BEEN NO ACTIONS  COMMENCED  OR THREATENED BY ANY PARTY
          FOR NONCOMPLIANCE BY A CREDIT PARTY WITH ANY ENVIRONMENTAL LAWS.

     (D)  THE PROVISIONS OF SECTION 5.15 (B) SHALL  BE  IN  ADDITION TO ANY
          AND ALL OTHER OBLIGATIONS AND LIABILITIES A CREDIT PARTY MAY HAVE
          TO  BANK  AT  COMMON LAW OR PURSUANT TO ANY OTHER AGREEMENT  AND,
          NOTWITHSTANDING  ANYTHING CONTAINED HEREIN TO THE CONTRARY, SHALL
          SURVIVE (I) THE REPAYMENT  OF ALL SUMS DUE UNDER THE NOTE AND THE
          OTHER LOAN DOCUMENTS AND THE  REPAYMENT OF ALL OTHER INDEBTEDNESS
          HEREUNDER,  AND  (II)  THE  SATISFACTION  OF  ALL  OF  THE  OTHER
          OBLIGATIONS OF SUCH CREDIT PARTY  HEREUNDER  AND  UNDER THE OTHER
          LOAN DOCUMENTS.

          2.16  LABOR  DISPUTES AND CASUALTIES. LABOR MATTERS.  As  of  the
     Effective Date, there  are  no strikes or other labor disputes against
     Borrower or any Mexican Guarantor  that  are pending or, to any Credit
     Party's knowledge, threatened. All payments  due  from Borrower or any
     Mexican Guarantor on account of employee health and  welfare insurance
     have  been and will continue to be paid or accrued as a  liability  on
     the books  of such Credit Party. Except as set forth on Schedule 5.16,
     as of the Effective Date (a) there is no organizing activity involving
     Borrower or  any  Mexican  Guarantor pending or, to any Credit Party's
     knowledge, threatened by any  labor  union  or group of employees; (b)
     there  are no representation proceedings pending  or,  to  any  Credit
     Party's  knowledge, threatened with the National Labor Relations Board
     or any analogous  organization  in Mexico such as the JUNTA FEDERAL DE
     CONCILIACI<o'>N Y ARBITRAJE or the  JUNTA  LOCAL  DE CONCILIACI<o'>N Y
     ARBITRAJE;  and  (c)  no labor organization or group of  employees  of
     Borrower  or  any  Mexican   Guarantor  has  pending  any  demand  for
     recognition, and each Credit Party  shall  give to Bank prompt written
     notice of any of the foregoing occurring after the Effective Date.

          2.17  ACCURACY  OF  INFORMATION. As of the  Effective  Date,  the
     financial  statements of the  Credit  Parties  dated  June  30,  2001,
     previously furnished  to Bank by such Credit Parties, are complete and
     correct in all material  respects  and  fairly  present  the financial
     condition of such Credit Party, and the results of its operations  for
     the  periods  covered  thereby;  and  since the date of said financial
     statements, there has been no Material Adverse Effect.

          2.18 SOLVENCY. Company and Guarantors  are  solvent,  able to pay
     its  debts  as  they  mature,  has capital sufficient to carry on  its
     business and has assets the fair  market  value  of  which  exceed its
     liabilities,  and  neither  Company  nor  Guarantors  will be rendered
     insolvent, under-capitalized or unable to pay debts generally  as they
     become  due by the execution or performance of this Agreement, or  any
     of the other Loan Documents to which it is party.

     3.        AFFIRMATIVE COVENANTS

     Company,  and  to the extent applicable, each Guarantor, covenants and
agrees that it will, and it will cause each of its Subsidiaries of Borrower
and Mexican Guarantors  (if  any)  to, so long as Bank is committed to make
any  Loans pursuant to this Agreement,  and  thereafter,  so  long  as  any
indebtedness remains outstanding under or pursuant to this Agreement or the
Notes:

          3.1 REPORTING. Furnish to the Bank:

     (A)  AS  SOON  AS POSSIBLE AND IN ANY EVENT WITHIN 10 (TEN) DAYS AFTER
          OBTAINING KNOWLEDGE  OF  THE OCCURRENCE OF EACH EVENT OF DEFAULT,
          OR EACH EVENT WHICH WITH THE GIVING OF NOTICE OR LAPSE OF TIME OR
          BOTH WOULD REASONABLY EXPECTED TO CONSTITUTE AN EVENT OF DEFAULT,
          WHICH IS CONTINUING ON THE  DATE OF SUCH STATEMENT, THE STATEMENT
          OF  AN  AUTHORIZED  OFFICER OF THE  BORROWER  OR  THE  GUARANTORS
          SETTING FORTH DETAILS  OF  SUCH  EVENT  OF DEFAULT OR EVENT WHICH
          WOULD CONSTITUTE AN EVENT OF DEFAULT, AND  THE  ACTION  WHICH THE
          BORROWER OR THE GUARANTORS PROPOSE TO TAKE WITH RESPECT THERETO;

     (B)  AS  SOON  AS  AVAILABLE  AND  IN ANY EVENT WITHIN 60 (SIXTY) DAYS
          AFTER THE END OF EACH OF THE QUARTERS  OF EACH FISCAL YEAR OF THE
          BORROWER AND OF THE GUARANTORS (EXCLUDING THE LAST FISCAL QUARTER
          OF  BORROWER'S  AND  GUARANTOR'S  FISCAL  YEAR),  A  CONSOLIDATED
          BALANCE SHEET OF THE BORROWER AND THE GUARANTORS AS OF THE END OF
          SUCH  QUARTER AND STATEMENTS OF INCOME AND RETAINED  EARNINGS  OF
          THE BORROWER  AND  OF THE GUARANTORS FOR THE PERIOD COMMENCING AT
          THE END OF THE PREVIOUS  FISCAL  YEAR  AND ENDING WITH THE END OF
          SUCH QUARTER, (I) IN DOLLARS AND IN PESOS  FOR  THE  BORROWER AND
          THE MEXICAN GUARANTORS, AND (II) IN DOLLARS FOR THE US GUARANTOR,
          ALL IN REASONABLE DETAIL AND DULY CERTIFIED (SUBJECT TO  YEAR END
          AUDIT  ADJUSTMENTS)  BY  AN  OFFICER  OF  THE  BORROWER OR OF THE
          GUARANTORS,  AS  THE  CASE  MAY  BE,  AS HAVING BEEN PREPARED  IN
          ACCORDANCE  WITH  ACCOUNTING  PRINCIPLES  GENERALLY  ACCEPTED  IN
          MEXICO OR IN THE UNITED STATES, AS THE CASE  MAY BE, CONSISTENTLY
          APPLIED,  AND  TOGETHER  WITH (X) A CERTIFICATE OF  SAID  OFFICER
          STATING THAT THE COVENANTS  SET  FORTH  IN SECTIONS 6.7, 6.8, 6.9
          AND 6.10 ARE BEING COMPLIED WITH, TOGETHER  WITH  A SHEET SETTING
          FORTH  THE  CALCULATIONS TO DETERMINE THE FOREGOING,  AND  (Y)  A
          CERTIFICATE OF SAID OFFICER STATING THAT HE HAS NO KNOWLEDGE THAT
          AN EVENT OF DEFAULT,  OR AN EVENT WHICH WITH THE GIVING OF NOTICE
          OR LAPSE OF TIME OR BOTH  WOULD  CONSTITUTE  AN EVENT OF DEFAULT,
          HAS OCCURRED AND IS CONTINUING OR, IF AN EVENT OF DEFAULT OR SUCH
          EVENT  HAS  OCCURRED  AND IS CONTINUING, A STATEMENT  AS  TO  THE
          NATURE  THEREOF  AND  THE   ACTION  WHICH  THE  BORROWER  OR  THE
          GUARANTORS PROPOSE TO TAKE WITH  RESPECT THERETO. NOTWITHSTANDING
          ANYTHING TO THE CONTRARY CONTAINED  HEREIN,  AS  LONG  AS  THE US
          GUARANTOR  FILES  ITS  "10-K"  AND  "10-Q"  STATEMENTS  WITH  THE
          SECURITIES  AND  EXCHANGE  COMMISSION, IT WILL NOT BE REQUIRED TO
          SUBMIT TO BANK THE STATEMENTS  SET  FORTH  IN  THIS SECTION OTHER
          THAN THE CERTIFICATES SET FORTH IN (X) AND (Y);

     (C)  AS  SOON  AS AVAILABLE AND IN ANY EVENT WITHIN 135  (ONE  HUNDRED
          THIRTY FIVE)  DAYS  AFTER  THE  END  OF  EACH  FISCAL YEAR OF THE
          BORROWER   AND   OF   THE  GUARANTORS,  A  COPY  OF  THE  AUDITED
          CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF INCOME AND RETAINED
          EARNINGS  FOR THE BORROWER  AND  FOR  THE  GUARANTORS  (PROVIDED,
          HOWEVER,  THAT  BORROWER  AND  GUARANTORS  SHALL  USE  REASONABLE
          EFFORTS TO  DELIVER  PRELIMINARY STATEMENTS WITHIN 120 DAYS AFTER
          THE END OF EACH SUCH FISCAL  YEAR),  (I)  IN DOLLARS AND IN PESOS
          FOR THE BORROWER AND THE MEXICAN GUARANTOR,  AND  (II) IN DOLLARS
          FOR  THE  U.S.  GUARANTOR  IN  EACH CASE CERTIFIED BY INDEPENDENT
          PUBLIC ACCOUNTANTS OF RECOGNIZED STANDING ACCEPTABLE TO THE BANK,
          TOGETHER WITH (X) A CERTIFICATE OF AN OFFICER OF THE BORROWER AND
          OF  THE  GUARANTORS, STATING THAT  THE  COVENANTS  SET  FORTH  IN
          SECTIONS 6.7, 6.8, 6.9 AND 6.10 ARE BEING COMPLIED WITH, TOGETHER
          WITH A SHEET  SETTING  FORTH  THE  CALCULATIONS  TO DETERMINE THE
          FOREGOING,  AND (Y) A CERTIFICATE OF AN OFFICER OF  THE  BORROWER
          AND OF THE GUARANTORS  STATING  THAT  HE HAS NO KNOWLEDGE THAT AN
          EVENT OF DEFAULT, OR AN EVENT WHICH WITH  NOTICE OR LAPSE OF TIME
          OR BOTH WOULD CONSTITUTE AN EVENT OF DEFAULT, HAS OCCURRED AND IS
          CONTINUING, OR IF, IN THE OPINION OF SUCH OFFICER,  AN  EVENT  OF
          DEFAULT OR SUCH AN EVENT HAS AND IS CONTINUING, A STATEMENT AS TO
          THE  NATURE  THEREOF  AND  THE  ACTION  WHICH THE BORROWER OR THE
          GUARANTORS PROPOSE TO TAKE WITH RESPECT THERETO.  NOTWITHSTANDING
          ANYTHING  TO  THE CONTRARY CONTAINED HEREIN, AS LONG  AS  THE  US
          GUARANTOR  FILES  ITS  "10-K"  AND  "10-Q"  STATEMENTS  WITH  THE
          SECURITIES AND  EXCHANGE  COMMISSION,  IT WILL NOT BE REQUIRED TO
          SUBMIT TO BANK THE STATEMENTS SET FORTH  IN  THIS  SECTION  OTHER
          THAN THE CERTIFICATES SET FORTH IN (X) AND (Y);

     (D)  IMMEDIATELY AFTER THE COMMENCEMENT THEREOF, NOTICE IN WRITING  OF
          ALL ACTIONS, SUITS AND PROCEEDINGS ADVERSELY PENDING IN ANY COURT
          OF COMPETENT JURISDICTION AGAINST BORROWER OR A MEXICAN GUARANTOR
          IN EXCESS OF US $5,000,000.00 (FIVE MILLION DOLLARS OF THE UNITED
          STATES OF AMERICA);

     (E)  IN  THE  CASE OF THE OPERATING COMPANY, ON A MONTHLY BASIS WITHIN
          THE FIRST  15 (FIFTEEN) BUSINESS DAYS, A REPORT LISTING THE THIRD
          PARTY ACCOUNTS RECEIVABLE, ANY RESERVES FOR DOUBTFUL ACCOUNTS AND
          INVENTORY;

     (F)  INTENTIONALLY OMITTED;

     (G)  IN THE CASE  OF  THE BORROWER AND AVICOLA, UPON SUBMISSION OF THE
          DOCUMENTATION MENTIONED  IN  PARAGRAPHS (B) AND (C) ABOVE, AND TO
          THE EXTENT APPLICABLE, SUBMIT  TO  THE  BANK A CALCULATION OF THE
          FINANCIAL COVENANTS, AS WELL AS A COMPLIANCE  CERTIFICATE STATING
          THE  FULFILLMENT  OF  THE BORROWER TO ALL THE OBLIGATIONS  STATED
          HEREIN; AND

     (H)  SUCH OTHER INFORMATION RESPECTING THE BUSINESS, PROPERTIES OR THE
          CONDITIONS OF OPERATIONS,  FINANCIAL OR OTHERWISE OF THE BORROWER
          AND THE GUARANTORS AS THE BANK  MAY  FROM TIME TO TIME REASONABLY
          REQUEST.

          3.2  TAXES.  Duly pay and discharge all  taxes,  assessments  and
     governmental charges  or  levies  imposed  upon  the  Borrower and the
     Guarantors  or  upon  their income or profits, or upon any  properties
     belonging to the them,  by  Mexico, the United States, or by any other
     jurisdiction, or any political  subdivision thereof, prior to the date
     on which penalties are attached thereto,  and all lawful claims which,
     if not paid, may become a lien or charge upon  any  properties  of the
     Borrower  or  of  the Guarantors, PROVIDED, HOWEVER, that the Borrower
     and the Guarantors  shall  not  be  required  to  pay  any  such  tax,
     assessment,  charge,  levy  or  claim which is being contested in good
     faith and by proper legal proceedings.

          3.3 INSURANCE. Obtain prior  to  the initial Loan and thereafter,
     maintain insurance with responsible and  reputable insurance companies
     or associations in such amounts and covering  such risks as is usually
     carried by companies engaged in similar businesses  and owning similar
     properties  in  the same general areas in which the Borrower  and  the
     Mexican Guarantors operate and such other insurance as may be required
     by law, all of which  Insurance  shall  be in such amounts, containing
     such terms, in such form, for such purposes,  prepaid  for  such  time
     period,   and  written  by  such  companies  as  shall  be  reasonably
     satisfactory  to  the  Bank. All such policies covering the Collateral
     shall contain a provision  whereby  they  may  not be canceled for non
     payment of premiums (unless substitute insurance  in  compliance  with
     this  Section 6.3 is obtain and provided on or before the date of such
     cancellation)  except  upon  thirty (30) days' prior written notice to
     the Bank. The Operating Company  will promptly deliver to the Bank, at
     the  Bank's  request, evidence satisfactory  to  the  Bank  that  such
     insurance  has   been  so  procured  and,  with  respect  to  casualty
     insurance, endorsed  with  a loss payable clause in favor of the Bank.
     If  the Operating Company fails  to  maintain  satisfactory  insurance
     covering  the  Collateral  as herein provided, the Bank shall have the
     option  to do so, and the Borrower  agrees  to  repay  the  Bank  upon
     demand, with  interest  at the Federal Funds-based Rate then in effect
     for the Revolving Loan, all  amounts  so expended by the Bank. Upon an
     Event  of  Default  or  with  respect to any  loss  in  excess  of  US
     $2,500,000, the Operating Company appoints the Bank or any employee or
     agent of the Bank as the Operating  Company's  attorney-in-fact, which
     appointment   is  coupled  with  an  interest  and  irrevocable,   and
     authorizes the Bank or any employee or agent of the Bank, on behalf of
     the Operating Company,  to  adjust  and compromise any loss under said
     insurance  covering  the Collateral (which  adjustment  or  compromise
     shall only be made with the Operating Company's consent if an Event of
     Default  has not occurred  and  is  not  continuing  hereunder)and  to
     endorse any  check  or  draft  payable  to  the  Operating  Company in
     connection with returned or unearned premiums on said insurance or the
     proceeds  of  said  insurance,  and  any amount so collected shall  be
     applied toward repair and/or replacement  of  the  Collateral to which
     such  casualty occurred or satisfaction of the indebtedness  hereunder
     in  accordance  in  accordance  with  the  provisions  governing  such
     application  in  the Security Documents pursuant to which Bank's liens
     on such Collateral were granted.

          3.4 CORPORATE  EXISTENCE.  Preserve  and maintain their corporate
     existence, rights, franchises and privileges  in  Mexico or the United
     States,  as  the case may be; except (i) when said rights,  franchises
     and privileges  shall  be  terminated  by operation of law or order of
     authority;  (ii)  or the termination of such  rights,  franchises  and
     privileges would not  reasonably  be  expected to result in a Material
     Adverse Effect .

          3.5 MAINTENANCE OF PROPERTIES. Maintain and preserve all of their
     properties necessary or useful in the proper conduct of their business
     in good working order and condition, ordinary  wear and tear excepted,
     provided,  however,  that no Credit Party will be  prevented  by  this
     covenant  from discontinuing  those  operations  or  disposing  of  or
     suspending   the   maintenance  of  those  properties  which,  in  the
     reasonable judgment  of  such  Credit Party, is no longer necessary or
     useful in the conduct of such Credit  Party's  business  or  would not
     result in a Material Adverse Effect.

          3.6  COMPLIANCE  WITH  LAWS. Comply with all applicable laws  and
     regulations of any governmental entity and the terms of any indenture,
     contract or other instrument  to  which the Borrower or the Guarantors
     may be a party or under which their respective properties may be bound
     or affected, if non-compliance would  reasonably be expected to have a
     Material Adverse Effect, except where contested  in  good faith and by
     proper proceedings.

          3.7  CURRENT  RATIO.  In  the  case  of  the  Operating  Company,
     maintain, in accordance with its consolidated balance sheet, a minimum
     Current  Ratio  of  1.25  to  1.0 for the interim quarterly and annual
     audited financial statements, during  the  term hereof. In the case of
     Avicola, maintain, in accordance with its consolidated  balance sheet,
     a  minimum Current Ratio of 1.25 to 1.0 for the interim quarterly  and
     annual audited financial statements, during the term hereof.

          3.8  INDEBTEDNESS  RATIO.  In  the case of the Operating Company,
     maintain, in accordance with its consolidated balance sheet, a maximum
     Indebtedness  Ratio  of 0.50 to 1.0 for  interim  quarterly  financial
     statements and annual  audited  financial  statements  during the term
     hereof.   In  the  case of Avicola, maintain, in accordance  with  its
     consolidated balance sheet, a maximum Indebtedness Ratio ratio of 0.50
     to 1.0 for interim quarterly  financial  statements and annual audited
     financial statements during the term hereof.

          3.9  INTEREST  COVERAGE  RATIO.  In  the case  of  the  Operating
     Company, maintain, in accordance with its consolidated  quarterly  and
     annual financial statements, a minimum Interest Coverage Ratio of 2.25
     to  1.0.  In  the  case  of  Avicola, maintain, in accordance with its
     consolidated  quarterly  and annual  quarterly  and  annual  financial
     statements, a minimum Interest Coverage Ratio of 2.25 to 1.0.

          3.10 MINIMUM NET WORTH.  In  the  case  of the Operating Company,
     maintain, in accordance with its consolidated  financial statements on
     an interim quarterly and annual basis, a minimum  Net Worth of the sum
     of US $100,000,000.00 (One Hundred Million Dollars)  plus  that amount
     of  Funded  Debt  of  Operating  Company in excess of the indebtedness
     hereunder. In the case of Avicola,  maintain,  in  accordance with its
     consolidated financial statements on an interim quarterly  and  annual
     basis,  a  minimum  Net  Worth  of  the sum of US $125,000,000.00 (One
     Hundred Twenty Five Million Dollars)  plus  that amount of Funded Debt
     of Operating Company in excess of the indebtedness hereunder.

          3.11 SUBORDINATED CLAIMS. To the extent  not  prohibited  by  the
     Indenture,  if there is an Event of Default by Borrower or the Mexican
     Guarantor that exists hereunder, then any claims that the US Guarantor
     may have against them will be subordinated to the Loan.

          3.12 INDENTURE. Subject to Section 7.11, notwithstanding anything
     in this Agreement  to  the contrary, provided there is not an Event of
     Default, or event which with the giving of notice or the lapse of time
     or both, would constitute  an  Event  of  Default  hereunder,  nothing
     contained  herein  shall be deemed to prohibit, encumber, restrict  or
     prevent Borrower or  Mexican  Guarantors  or  any  of their respective
     Subsidiaries  from  making  any payments, loans, advances,  dividends,
     distributions or transfers to  US  Guarantor  or  any Subsidiary of US
     Guarantor (each, a "Restricted Payment").

          3.13 Intentionally omitted.

          3.14 KEEPING OF BOOKS. Keep proper books of record and account in
     which full and correct entries shall be made of all  of  its financial
     transactions  and  its  assets  and  businesses  so  as to permit  the
     presentation of financial statements prepared in accordance with GAAP;
     and  permit  Bank,  or  its representatives, at reasonable  times  and
     intervals, to visit all of  its offices, discuss its financial matters
     with  its officers, employees,  directors  and  independent  certified
     public  accountants,  and  by  this provision, Company authorizes such
     officers, employees, directors and accountants to discuss the finances
     and  affairs  of  Company and examine  any  of  its  books  and  other
     corporate  records,   subject   only   to   reasonable   security  and
     confidentiality  procedures  and  provided  that  such  requests   and
     visitations  shall  be  related  to and limited to matters relevant to
     this Agreement and the transactions  contemplated  hereunder and shall
     be  during normal business hours and shall not unreasonably  interfere
     with or interrupt operations of the Company or the Guarantors.

          3.15  INDEMNIFICATION.  Indemnify and save Bank harmless from all
     losses, costs, damages, liabilities  and  expenses, including, without
     limitation, reasonable attorneys' fees, incurred  by Bank by reason of
     any  Default  or  Event  of  Default  hereunder, or its enforcing  the
     obligations of Company or any other Credit  Party under this Agreement
     or the Loan Documents; provided that no Credit  Party  shall  have  an
     obligation  to  indemnify  Bank  hereunder to the extent the foregoing
     results from the Bank's gross negligence or willful misconduct.

          3.16 GOVERNMENTAL AND OTHER APPROVALS.  Apply  for, obtain and/or
     maintain  in  effect,  as  applicable,  all authorizations,  consents,
     approvals, licenses, qualifications, exemptions, filings, declarations
     and  registrations  (whether  with  any  court,  governmental  agency,
     regulatory  authority, securities exchange  or  otherwise)  which  are
     necessary in  connection  with the execution, delivery and performance
     by each Credit Party, of this  Agreement,  the  Loan Documents, or any
     other documents or instruments to be executed and/or delivered by such
     Credit  Party  in  connection therewith or herewith  and  all  of  the
     obligations performed  or  contemplated  to be performed, and material
     transactions consummated or to be consummated thereunder.

          3.17 PAYMENT OF OBLIGATIONS. Borrower  will  pay and discharge or
     cause  to be paid and discharged all obligations to  Bank  under  this
     Agreement or any of the Loan Documents in a timely manner.

          3.18 Intentionally omitted.

          3.19  YEARLY  AUDIT/APPRAISAL.  Operating Company shall cooperate
     with Bank in a yearly audit of the Inventory  (the average annual cost
     of which shall not exceed $3,000) and appraisal  of  the Fixed Assets,
     the cost of which shall be borne by Borrower.

     4.        NEGATIVE COVENANTS

     Borrower and Guarantors covenant and agree that, so long  as  Bank  is
committed  to  make  any Loans, and thereafter, so long as any indebtedness
remains outstanding under  or  pursuant  to this Agreement or the Notes, it
will  not and it will not permit any of its  Subsidiaries  of  Borrower  or
Mexican Guarantors (if any) to, without Bank's prior consent:

          4.1  ENCUMBRANCES.  In the case of the Operating Company, create,
     incur, assume or suffer to  exist any mortgage, deed of trust, pledge,
     lien, security interest or other  charge  or encumbrance of any nature
     to any third party, upon or with respect to the Collateral other than:

     (A)  LIENS IN FAVOR OF THE BANK;

          (B)  LIENS EXISTING ON THE DATE OF THIS  AGREEMENT  AND DISCLOSED
               ON SCHEDULE 7.1;

          (C)  ANY  LIEN  ON  ANY  PROPERTY  (BUT EXCLUDING THE COLLATERAL)
               SECURING INDEBTEDNESS INCURRED OR ASSUMED FOR THE PURPOSE OF
               FINANCING ALL OR ANY PART OF THE  ACQUISITION  COST  OF SUCH
               PROPERTY OR SECURING ANY CAPITAL LEASE OBLIGATIONS, PROVIDED
               THAT  such  lien  does  not extend to any other property and
               secures Indebtedness and Capital Lease Obligations;

          (d)  (i) liens for taxes not yet  due,  or  (ii) liens for taxes,
               which  are  being  contested  in good faith  by  appropriate
               proceedings;

          (e)  statutory  liens  of  landlords  and   liens   of  carriers,
               warehousemen, mechanics, materialmen, worker's, repairman's,
               miner's,  agister's,  attorney's and other liens imposed  by
               law created in the ordinary  course  of business for amounts
               not yet due or which are being contested  in  good  faith by
               appropriate proceedings;

          (f)  liens  under  workers' compensation, unemployment insurance,
               social  security   or  similar  legislation,  or  to  secure
               payments of premiums for insurance purchased in the ordinary
               course of business, or to secure the performance of tenders,
               statutory obligations, surety and appearance bonds and bids,
               bonds for release of  an  attachment,  stay  of execution or
               injunction,  leases,  government contracts, performance  and
               return-of-money bonds and  other similar obligations, all of
               which are incurred in the ordinary  course  of  business and
               not in connection with the borrowing of money);

          (g)  any  attachment  or  judgment  lien, the time for appeal  or
               petition for rehearing of which shall not have expired or in
               respect of which a Credit Party  or  any of its Subsidiaries
               is protected in all material respects by insurance, provided
               that the execution or other enforcement  of  such  liens  is
               effectively  stayed and the claims secured thereby are being
               contested in good  faith by appropriate proceedings and with
               respect to which adequate  reserves  are being maintained in
               accordance with GAAP consistently applied; and

          (h)  easements,   rights-of-way,   restrictions,   encroachments,
               covenants,  servitudes,  zoning  and   similar  encumbrances
               which,  in the aggregate, do not materially  interfere  with
               the occupation,  use  and enjoyment by a Credit Party or any
               Subsidiary of the property  or  assets encumbered thereby in
               the normal course of its business  or  materially impair the
               value of the property subject thereto.

          4.2 ADDITIONAL INDEBTEDNESS. In the case of the  Borrower  or the
     Mexican Guarantor, incur additional indebtedness made available on the
     basis of the Collateral (other than to Bank or Indebtedness secured by
     Permitted Liens).

          4.3  MERGER  &  CONSOLIDATION.  In  the  case  of Borrower or the
     Mexican Guarantors, (i) merge or consolidate with another corporation,
     unless Borrower or the Mexican Guarantors, as the case  may be, is the
     surviving   entity  and  PROVIDED,  HOWEVER,  that  the  Borrower   or
     Guarantors are not in default of any of their obligations hereunder or
     under the Note(s); or (ii) assign or transfer its assets into trust.

          4.4 SALE OF ASSETS. Sell, assign, lease, transfer or in any other
     manner dispose  of  (whether  in  one  transaction  or  in a series of
     transactions)  all  or substantially all of their assets (whether  now
     owned or hereafter acquired).

          4.5 CHANGE OF BUSINESS.  (i)  Engage  in any material respects in
     any  business  activity  or  operations  other  than   operations   or
     activities  (a)  in  the  poultry industry, (b) processing, packaging,
     distribution and wholesales  of poultry products, or (c) which are not
     substantially different from or  are  related  to its present business
     activities or operations; or (ii) Operating Company  fails  to  be the
     primary  importer or distributor in Mexico of poultry product exported
     by  US Guarantor  to  Mexico;  provided  that  US  Guarantor,  Mexican
     Guarantors  or  Operating  Company  may  create  a  Subsidiary for the
     purpose of the distribution and sale of such product  to third parties
     without  the  consent of the Bank so long as such Subsidiary  executes
     and delivers to  Bank  (i)  a  guaranty  of the obligations under this
     Agreement in substantially the same form as  the  Guaranty  and (ii) a
     security  agreement  granting  a security interest in the Accounts  of
     such Subsidiary, which security  interest shall secure the obligations
     under this Agreement.

          4.6 CHANGE IN OWNERSHIP. Change  the participation of the current
     shareholders of the Borrower or the Mexican  Guarantors  in  a  manner
     that  the  Guarantors  (other  than  the  Operating  Company) cease to
     maintain, directly or indirectly, a majority interest  in  the capital
     stock  of  the  Borrower,  unless the Bank has given the Borrower  and
     Guarantors, prior written approval  of  such changes which will not be
     unreasonably withheld.

          4.7  LIENS.  In  the  case  of  the  Borrower   and  the  Mexican
     Guarantors,  carry  out  any  arrangements  to finance the  Collateral
     (other  than  Indebtedness  securing Permitted Liens),  and  will  not
     create any security interest  granted  herein to any party (other than
     Permitted Liens).

          4.8  GUARANTY.  In  the  case  of the Borrower  and  the  Mexican
     Guarantors, to the extent not prohibited by the Indenture, that it and
     its  Affiliates  will  not guarantee, endorse  or  become  secondarily
     liable for  the debt of the US Guarantor, other than guarantees of the
     Indebtedness of US Guarantor under the Indenture.

          4.9 CAPITAL STRUCTURE,  BUSINESS  OBJECTS OR PURPOSE. In the case
     of  the  Borrower  and the Mexican Guarantors,  purchase,  acquire  or
     redeem any of its capital  stock,  or enter into any reorganization or
     recapitalization or reclassify its capital  stock,  or  (and also with
     respect to the US Guarantor) make any material change in  its  general
     business objects or purpose unless (i) required due to changes in GAAP
     procedures;  or  (ii)  such  changes  do  not cause a Material Adverse
     Effect.

          4.10 ENCUMBRANCES - CONTRACTS, NOTES.  With  respect to Borrower,
     create,  incur,  assume  or  suffer  to  exist  any mortgage,  pledge,
     encumbrance,  security  interest,  lien  or  charge upon  any  of  its
     contracts,  notes  or  other  evidence of indebtedness  owing  to  it,
     whether now owned or hereafter  acquired,  or create, suffer or permit
     to exist any lien, security interest in, or  encumbrance thereon other
     than the Permitted Liens.

          4.11 RESTRICTED PAYMENTS. So long as Bank  is committed to make a
     Loan, and thereafter, so long as any indebtedness  remains outstanding
     under or pursuant to this Agreement or the Notes, Borrower and Mexican
     Guarantors  will  not  and  will  not  permit any of their  respective
     Subsidiaries (if any) to, without Bank's  prior consent declare or pay
     or make any Restricted Payments (other than  to  Borrower or a Mexican
     Guarantor) while any Event of Default, or event which  with the giving
     of notice or the passage of time, or both, would constitute  an  Event
     of  Default  under  this  Agreement  has occurred and is continuing or
     would occur as a result of the making  of   such  Restricted  Payment;
     provided  that nothing contained in this Agreement shall be deemed  to
     restrict, prohibit  or prevent the payment or reimbursement (at prices
     reflecting  arms-length   transactions)   by  Borrower  or  a  Mexican
     Guarantor to US Guarantor or its Subsidiaries  in  respect of: (x) the
     sale  of inventory, including without limitation, grain  and  hatching
     eggs, sold  in  the  ordinary  course of business, (y) trade payables,
     overhead, operating expenses and  similar  expenses incurred on behalf
     of   Borrower  or  a  Mexican  Guarantor  by  US  Guarantor   or   its
     Subsidiaries,  and (z) sale of goods and equipment upon terms that are
     no less favorable  to  Borrower  or such Mexican Subsidiary than those
     that could be obtained in a comparable  transaction  with an unrelated
     Person.

     5.        EVENTS OF DEFAULT

          5.1 If any of the following events shall occur and  be continuing
     (each  an  "Event  of  Default"),  the  Bank  may  declare all of  its
     obligations  hereunder to be terminated, whereupon the  commitment  of
     the Bank hereunder  shall forthwith terminate and the Bank may declare
     the entire unpaid principal  amount  of  the  Loan,  together with all
     interest  and  fees  accrued and unpaid thereon and all other  amounts
     payable hereunder to be forthwith due and payable, whereupon the Loan,
     all such accrued interest,  fees and all such amounts shall become and
     be forthwith due and payable  without  presentment, demand, protest or
     further notice of any kind, all of which  are  hereby expressly waived
     by the Borrower and the Guarantors:

     (A)  THE BORROWER SHALL FAIL TO PAY THE ADVANCES  WITHIN  5  DAYS FROM
          WHEN  DUE,  OR  SHALL  FAIL  TO  PAY ANY INTEREST ON THE ADVANCES
          WITHIN 5 DAYS FROM WHEN DUE; OR

     (B)  ANY REPRESENTATION OR WARRANTY MADE  BY  THE  BORROWER  OR BY THE
          GUARANTORS  IN  THIS  AGREEMENT OR IN ANY CERTIFICATE, AGREEMENT,
          INSTRUMENT OR STATEMENT  CONTEMPLATED  HEREBY  OR  THEREBY  SHALL
          PROVE  TO  HAVE BEEN INCORRECT WHEN MADE IN ANY MATERIAL RESPECT;
          OR

     (C)  THE BORROWER  OR  THE GUARANTORS SHALL FAIL TO PERFORM OR OBSERVE
          ANY OTHER TERM, COVENANT OR AGREEMENT CONTAINED IN THIS AGREEMENT
          AND SUCH FAILURE CONTINUES  FOR  A  PERIOD  OF  15 DAYS AFTER THE
          BORROWER'S OR GUARANTOR'S LEARNING OF SUCH FAILURE TO COMPLY; OR

     (D)  THE FAILURE OF BORROWER OR GUARANTOR TO PAY WHEN  DUE, OR FAILURE
          TO  PERFORM  OR  OBSERVE  ANY OTHER OBLIGATION OR CONDITION  WITH
          RESPECT TO ANY OF THE FOLLOWING OBLIGATIONS TO ANY PERSON, BEYOND
          ANY  PERIOD  OF  GRACE  UNDER  THE   INSTRUMENT   CREATING   SUCH
          OBLIGATION:   (I)  ANY INDEBTEDNESS FOR BORROWED MONEY OR FOR THE
          DEFERRED  PURCHASE  PRICE  OF  PROPERTY  OR  SERVICES,  (II)  ANY
          OBLIGATIONS  UNDER  LEASES   WHICH   HAVE  OR  SHOULD  HAVE  BEEN
          CHARACTERIZED  AS  CAPITAL  LEASES,  OR  (III)   ANY   CONTINGENT
          LIABILITIES,  SUCH  AS GUARANTIES AND LETTERS OF CREDIT, FOR  THE
          OBLIGATIONS OF OTHERS RELATING TO INDEBTEDNESS FOR BORROWED MONEY
          OR FOR THE DEFERRED PURCHASE  PRICE  OF  PROPERTY  OR SERVICES OR
          RELATING  TO  OBLIGATIONS UNDER LEASES WHICH HAVE OR SHOULD  HAVE
          BEEN CHARACTERIZED  AS  CAPITAL  LEASES;  PROVIDED  THAT  NO SUCH
          FAILURE WILL BE DEEMED TO BE AN EVENT OF DEFAULT HEREUNDER UNLESS
          THE AMOUNT OWING UNDER THE OBLIGATION WITH RESPECT TO WHICH  SUCH
          FAILURES  HAVE  OCCURRED  AND  ARE  CONTINUING  IS  AT  LEAST (X)
          $5,000,000.00 WITH RESPECT TO BORROWER AND MEXICAN GUARANTORS, OR
          (Y) $10,000,000 WITH RESPECT TO US GUARANTOR; OR

     (E)  THE  OPERATING  COMPANY OR AVICOLA, AS THE CASE MAY BE, FAILS  TO
          MAINTAIN ANY OF THE  RATIOS  AND/OR FINANCIAL COVENANTS SET FORTH
          IN SECTION 6.7, 6.8, 6.9 OR 6.10 AND SUCH FAILURE CONTINUES FOR A
          PERIOD OF 7 DAYS AFTER SUCH PARTIES'  LEARNING OF SUCH FAILURE TO
          COMPLY; OR

     (F)  THE PARTICIPATION OF THE CURRENT SHAREHOLDERS  OF THE BORROWER OR
          THE  MEXICAN  GUARANTORS,  ARE  MODIFIED  IN  ANY WAY  WHATSOEVER
          RESULTING,  IN THE GUARANTORS (OTHER THAN THE OPERATING  COMPANY)
          CEASING TO MAINTAIN,  DIRECTLY OR INDIRECTLY, A MAJORITY INTEREST
          IN THE CAPITAL STOCK OF  THE  BORROWER, WITHOUT THE PRIOR WRITTEN
          CONSENT  OF  THE  BANK  GIVEN TO THE  BORROWER  AND  THE  MEXICAN
          GUARANTOR WHICH WILL NOT BE UNREASONABLY WITHHELD; OR

     (G)  THIS AGREEMENT OR THE NOTE(S)  SHALL  AT  ANY TIME FOR ANY REASON
          CEASE TO BE IN FULL FORCE AND EFFECT OR SHALL  BE  DECLARED TO BE
          NULL AND VOID OR THE VALIDITY OR ENFORCEABILITY THEREOF  SHALL BE
          CONTESTED BY THE BORROWER OR THE GUARANTORS OR THE GOVERNMENT  OF
          MEXICO,  OR  ANY  POLITICAL SUBDIVISION OR AGENCY THEREOF, OR THE
          BORROWER OR THE GUARANTORS  SHALL  DENY  THAT  IT  IS ANY FURTHER
          LIABILITY OR OBLIGATION HEREUNDER; OR

     (H)  AFTER  THE FILING AND RECORDING THEREOF, IF THE MORTGAGE  OR  THE
          SECURITY  DOCUMENTS  CEASE  TO  CONSTITUTE A VALID FIRST PRIORITY
          LIEN IN FAVOR OF THE BANK; OR

     (I)  IF A CREDITORS' COMMITTEE, INTERVENTOR, VISITADOR, CONCILIADOR OR
          A  S<i'>NDICO  SHALL  HAVE BEEN APPOINTED  FOR  THE  BUSINESS  OF
          COMPANY OR A GUARANTOR;  OR  IF COMPANY OR A GUARANTOR SHALL HAVE
          MADE A GENERAL ASSIGNMENT FOR  THE  BENEFIT OF CREDITORS OR SHALL
          HAVE BEEN ADJUDICATED BANKRUPT, OR SHALL  HAVE  FILED A VOLUNTARY
          PETITION   IN   CONCURSO   MERCANTIL   OR   BANKRUPTCY   OR   FOR
          REORGANIZATION  OR TO EFFECT A PLAN OR ARRANGEMENT WITH CREDITORS
          OR SHALL FAIL TO PAY ITS DEBTS GENERALLY AS SUCH DEBTS BECOME DUE
          IN THE ORDINARY COURSE  OF  BUSINESS (EXCEPT AS CONTESTED IN GOOD
          FAITH AND FOR WHICH ADEQUATE  RESERVES  ARE  MADE IN SUCH PARTY'S
          FINANCIAL STATEMENTS); OR SHALL FILE AN ANSWER  TO  A  CREDITOR'S
          PETITION  OR  OTHER  PETITION  FILED  AGAINST  IT,  ADMITTING THE
          MATERIAL  ALLEGATIONS  THEREOF FOR AN ADJUDICATION IN BANKRUPTCY,
          CONCURSO MERCANTIL OR FOR  REORGANIZATION;  OR SHALL HAVE APPLIED
          FOR  OR  PERMITTED  THE  APPOINTMENT  OF A RECEIVER,  INTEVENTOR,
          VISITADOR, CONCILIADOR, S<i'>NDICO, TRUSTEE  OR CUSTODIAN FOR ANY
          OF ITS PROPERTY OR ASSETS; OR SUCH CREDITORS COMMITTEE, RECEIVER,
          S<i'>NDICO,  TRUSTEE OR CUSTODIAN SHALL HAVE BEEN  APPOINTED  FOR
          ANY OF ITS PROPERTY OR ASSETS (OTHERWISE THAN UPON APPLICATION OR
          CONSENT  OF  COMPANY   OR   A   GUARANTOR),  AND  SUCH  RECEIVER,
          INTERVENTOR,  VISITADOR,  CONCILIADOR,   TRUSTEE,  S<i'>NDICO  OR
          CUSTODIAN  SO  APPOINTED  SHALL NOT HAVE BEEN  DISCHARGED  WITHIN
          SIXTY (60) DAYS AFTER THE DATE  OF  SUCH  APPOINTMENT,  OR  IF AN
          ORDER   FOR  RELIEF  OR  OTHERWISE  APPROVING  ANY  PETITION  FOR
          REORGANIZATION  OF  COMPANY  OR  THE RELEVANT GUARANTOR, SHALL BE
          ENTERED AND SHALL NOT BE DISMISSED  OR  STAYED  WITHIN SIXTY (60)
          DAYS FROM THE DATE OF ENTRY; OR

     (J)  THE  RENDERING  OF  ONE  OR MORE JUDGMENTS OR DECREES  AGAINST  A
          CREDIT PARTY FOR THE PAYMENT OF MONEY OR THE ATTACHMENT OR FILING
          OF ANY LIEN OR CHARGE AGAINST  A  CREDIT  PARTY  OR  ANY  OF  ITS
          PROPERTY  IN  EXCESS  OF  $5,000,000  WITH RESPECT TO BORROWER OR
          MEXICAN GUARANTORS OR $10,000,000 WITH  RESPECT  TO US GUARANTOR,
          THAT IS NOT COVERED BY INSURANCE AND SUCH JUDGMENT(S), DECREE(S),
          LIEN(S) OR CHARGE(S) SHALL REMAIN UNPAID, UNVACATED,  UNBONDED OR
          UNSTAYED BY APPEAL OR OTHERWISE OR NOT DISCHARGED OR RELEASED FOR
          A  PERIOD  OF  SIXTY (60) CONSECUTIVE DAYS, AFTER DATE OF  ENTRY,
          FILING OR ATTACHMENT; OR

     (K)  A BREACH BY A GUARANTOR UNDER ITS RESPECTIVE GUARANTY; OR

     (L)  SHOULD THE OPERATING  COMPANY  FAIL TO BE THE PRIMARY IMPORTER OR
          DISTRIBUTOR IN MEXICO OF POULTRY PRODUCT EXPORTED BY US GUARANTOR
          TO MEXICO WITHOUT THE US GUARANTOR  OR OPERATING COMPANY CREATING
          A SUBSIDIARY FOR THE PURPOSE OF THE DISTRIBUTION AND SALE OF SUCH
          PRODUCT  TO  THIRD  PARTIES  AND  SUCH  SUBSIDIARY  EXECUTES  AND
          DELIVERS  TO  BANK (I) A GUARANTY OF THE OBLIGATIONS  UNDER  THIS
          AGREEMENT IN SUBSTANTIALLY THE SAME FORM AS THE GUARANTY AND (II)
          A SECURITY AGREEMENT GRANTING A SECURITY INTEREST IN THE ACCOUNTS
          OF SUCH SUBSIDIARY,  WHICH  SECURITY  INTEREST  SHALL  SECURE THE
          OBLIGATIONS UNDER THIS AGREEMENT; OR

     (M)  SHOULD BORROWER FAIL TO EXECUTE AND DELIVER A FEDERAL FUNDS-BASED
          RATE  NOTE  OR  A  CETES-BASED  NOTE,  AS  THE  CASE  MAY  BE, IN
          ACCORDANCE  WITH  ARTICLE  3.7  WITHIN 5 DAYS AFTER THE DATE SUCH
          NOTE IS DELIVERED TO BORROWER IN EXECUTABLE FORM; OR

     (N)  SHOULD  THE  LOANS  OR  GUARANTEES  PROVIDED  FOR  HEREIN  BE  IN
          VIOLATION OF THE INDENTURE.

          5.2 REMEDIES. Upon the occurrence and  during the continuation of
     any  Event  of Default, unless such Event of Default,  Bank  may  give
     notice to Company  declaring all outstanding indebtedness hereunder to
     be due and payable in full, whereupon all indebtedness hereunder shall
     immediately become due  and  payable without further notice or demand,
     as the case may be, and Bank's  commitment to make further Loans or to
     extend additional credit to Company  under this Agreement or otherwise
     and Bank may exercise any remedies it has under the Security Documents
     as provided for therein and/or under applicable  law.  Notwithstanding
     the foregoing, in the case of an Event of Default under Section 8.1(i)
     hereof,  and  notwithstanding  the  lack  of  any  notice,  demand  or
     declaration  by  Bank, the entire unpaid indebtedness hereunder  shall
     become automatically  due  and  payable  in full and any commitment by
     Bank to make Loans shall be automatically  and immediately terminated,
     without any requirement of notice or demand by Bank upon Company, each
     of which are hereby expressly waived by Company.  The right of Bank to
     terminate   its   commitment  to  make  Loans  and  or  to  accelerate
     indebtedness shall  expire  with  respect  to  any particular Event of
     Default of which Bank has been given actual notice,  if  such Event of
     Default  is cured prior to Bank's exercise of such right to  terminate
     and/or accelerate.

          5.3 SETOFF.  During  the  continuance  of  any  Event  of Default
     hereunder, Bank may, in accordance with any applicable requirements of
     law,  during  any period when an uncured Event of Default is existing,
     setoff and apply  against  the indebtedness (whether or not then due),
     any and all deposits (general  or special, time or demand, provisional
     or final) at any time held and other indebtedness at any time owing by
     Bank to or for the credit or for the account of a Credit Party and any
     property at the time in possession or control of Bank, irrespective of
     whether or not Bank shall have made  any demand hereunder and although
     such obligations may be contingent and  unmatured.  In  the  event any
     Bank  exercises  any  such  right of setoff, Bank shall use reasonable
     efforts to notify the corresponding  Credit  Party  affected  by  such
     setoff  in  sufficient  detail within five (5) Business Days as of the
     date such setoff has occurred.

          5.4 WAIVER OF DEFAULTS.  No  Default or Event of Default shall be
     waived by Bank except in a written instrument specifying the scope and
     terms of such waiver and signed by  an  authorized officer of Bank and
     shall be effective only for the specific  time  and  purpose given. No
     single or partial exercise of any right, power or privilege hereunder,
     nor any delay in the exercise thereof, shall preclude other or further
     exercise  of  Bank's  rights.  No  waiver of any Default or  Event  of
     Default  shall extend to any other or  further  Default  or  Event  of
     Default. No forbearance on the part of Bank in enforcing any of Bank's
     rights or  remedies hereunder or any of the other Loan Documents shall
     constitute a  waiver  of  any  of  its  rights  or  remedies.  Company
     expressly  agrees  that this Section 8.4 may not be waived or modified
     by Bank by course of performance, estoppel or otherwise.

     6.        MISCELLANEOUS

          6.1 ACCOUNTING  PRINCIPLES.  Where the character or amount of any
     asset or liability or item of income  or  expense  is  required  to be
     determined  or  any  consolidation  or other accounting computation is
     required to be made for the purposes  of  this  Agreement, it shall be
     done  in accordance with GAAP. Furthermore, all accounting  terms  not
     specifically   defined   in  this  Agreement  shall  be  construed  in
     accordance with GAAP.

          6.2 EXECUTIVE TITLE.  This  Agreement,  jointly with the  account
     statement  certified  by  the  duly  authorized  accountant   of  CBM,
     constitutes  an  execution  title pursuant to article 68 of the Credit
     Institutions Law.

          6.3 RESTRICTIONS. Pursuant  to  article 294 of the General Law of
     Negotiable  Instruments  and  Credit  Transactions,   the  Bank  shall
     maintain the right to restrict the disbursements term or the amount of
     the  Loan or the disbursements and the amount of the Loan,  by  simple
     written  communication  to  the  Borrower, limiting or terminating the
     right to use non disbursed amounts.

          6.4  INTEREST. In the event the  obligation  of  Company  to  pay
     interest on  the principal balance of any Note is or becomes in excess
     of the maximum  interest  rate  which  Company  is permitted by law to
     contract or agree to pay, giving due consideration  to  the  execution
     date  of  this  Agreement,  then,  in that event, the rate of interest
     applicable hereunder shall be deemed to be immediately reduced to such
     maximum rate and all previous payments  in  excess of the maximum rate
     shall be deemed to have been payments in reduction  of  principal  and
     not of interest.

          6.5  BINDING  EFFECT;  ASSIGNMENT.  This  Agreement  shall become
     effective  when  it  shall  have been executed by the Company and  the
     Bank, and thereafter shall be binding upon and inure to the benefit of
     the Company and the Bank and  their respective successors and assigns,
     except that the Company shall not  have the right to assign its rights
     hereunder or any interest herein without  the prior written consent of
     the Bank, and that Bank shall not have the  right  to transfer, assign
     or convey, whether by participation or otherwise, its rights hereunder
     or any interest herein without the prior written consent  of  Company,
     unless  (a) Bank complies with the provisions of Section 9.10 and  (b)
     such transfer,  assignment  or  conveyance  is in favor of a financial
     institution which is subject to a Mexican Income  tax withholding rate
     payable under the Loans equal to no more than the Mexican  Income  tax
     withholding  rate  payable  by  Bank  as  of  the  date  of  any  such
     conveyance.

          6.6 GOVERNING LAW.

     (A)  THIS  AGREEMENT AND THE NOTE SHALL BE GOVERNED BY THE LAWS OF THE
          STATE OF MICHIGAN, UNITES STATES OF AMERICA, AND FOR ALL PURPOSES
          SHALL BE  CONSTRUED  IN  ACCORDANCE  WITH THE LAWS OF SAID STATE;
          PROVIDED, HOWEVER that if any action or  proceeding in connection
          with the Note is brought in the courts of Mexico, such Note shall
          be governed by the laws of Mexico;

     (b)  Any suit, action or proceeding with respect  to this Agreement or
          the Note or any judgement entered by any court in respect thereof
          may  be  brought  in the courts of the State of Michigan  in  the
          United States and,  in  the case of suits, actions or proceedings
          with respect to the Note,  in  the Courts of Mexico City, Mexico.
          Each party hereby submits to the  jurisdiction of such courts for
          the  purpose of any such suit, action,  proceeding  or  judgement
          (and waives  for such purpose any other preferential jurisdiction
          by reason of its  present  of future domicile or otherwise). Each
          party hereby irrevocably waive  any  objection which they may now
          or hereafter have to the laying of the  venue of any suit, action
          or proceeding arising out of or relating to this Agreement or the
          Note  brought  in  any  such  court  as  being  brought   in   an
          inconvenient  forum.  To the extent that a party has or hereafter
          may acquire any immunity  from  jurisdiction of any court or from
          any  legal process (whether from service  or  notice,  attachment
          prior  to judgement, attachment in aid of execution, execution or
          otherwise)  with  respect  to  itself or its property, such party
          hereby  irrevocably  waives  such  immunity  in  respect  of  its
          obligations under this Agreement or the Notes.

          6.7 COSTS AND EXPENSES. Subject to Section  6.19,  Company  shall
     pay  Bank,  promptly, all reasonable and documented costs and expenses
     incurred by Bank in connection with this Agreement, the Loan Documents
     and the indebtedness,  hereunder  and the consummation and the closing
     of the loans and transactions contemplated  hereby,  including, by way
     of  description  and  not limitation, reasonable attorneys'  fees  and
     advances, appraisal and  accounting  fees, title and lien search fees.
     All costs, including, without limitation,  reasonable  attorneys' fees
     and  costs and expenses to any environmental consultants  retained  by
     Bank hereunder, incurred by Bank hereunder or in perfecting, revising,
     protecting or enforcing any of its rights against Company, or incurred
     by Bank  in  connection  with  any  Default or Event of Default or the
     enforcement  of  the  indebtedness  hereunder,  including  by  way  of
     description  and not limitation, (a) such  charges  in  any  court  or
     bankruptcy proceedings  or  (b)  arising out of any claim or action by
     any person against Bank which would not have been asserted were it not
     for Bank's lending relationship with  Company  hereunder or otherwise,
     shall also be promptly paid by Company to Bank.  If not promptly paid,
     all of such costs, expenses and other sums payable  by Company to Bank
     under  this Section 9.7 shall bear interest at the highest  per  annum
     interest rate applicable to any of the Loans at such time.

          6.8  NOTICES.  All  notices and other communications provided for
     herein or in any document  contemplated  hereby,  given  hereunder  or
     required  by  law  to  be given, shall be in writing (unless expressly
     provided to the contrary).  Subject  to  Section  9.22,  if personally
     delivered  or delivered by facsimile transmission, such notices  shall
     be effective  when  delivered  or  transmitted,  and  in  the  case of
     courier, such notices shall be effective four (4) Business Days  after
     sending  by  international  courier service, in each case addressed to
     the parties as set forth on the  signature  page of this Agreement, or
     to such other address as a party shall have designated to the other in
     writing in accordance with this Section. The  giving  of at least five
     (5)  days' notice before Bank shall take any action described  in  any
     notice  shall  conclusively  be  deemed  reasonable  for all purposes;
     provided, that this shall not be deemed to require Bank  to  give five
     (5)  days'  notice or any notice if not specifically required in  this
     Agreement. IF  ANY LEGAL PROCEEDING ARISES OR IS INITIATED BY THE BANK
     IN THE UNITED STATES  IN  CONNECTION WITH THIS AGREEMENT, THE NOTES OR
     THE GUARANTY (FIANZA), then all notices and other communications shall
     be delivered to the Process Agent.

          6.9 FURTHER ACTION. Each  Credit  Party,  from time to time, upon
     written request of Bank, will promptly make, execute,  acknowledge and
     deliver,  or  cause to be made, executed, acknowledged and  delivered,
     all such further  and  additional  instruments,  and promptly take all
     such further action as may be reasonably required  to  carry  out  the
     intent and purpose of this Agreement.

          6.10 SUCCESSORS AND ASSIGNS; PARTICIPATIONS. This Agreement shall
     be binding upon and shall inure to the benefit of Company and Bank and
     their  respective  successors  and  assigns.  The  foregoing shall not
     authorize  any  assignment  or  transfer by Company of its  rights  or
     duties hereunder, and such assignments  or  transfers  being expressly
     prohibited. Subject to the limitations set forth in Section  9.5, Bank
     may  assign,  whether  by assignment, participation or otherwise,  its
     rights and obligations hereunder, and is hereby authorized to disclose
     (subject to reasonable security and confidentiality procedures) to any
     such assignee or participant any financial or other information in its
     knowledge  or  possession   regarding  Company,  or  the  indebtedness
     hereunder. Notwithstanding the  foregoing  (i)  in connection with any
     participation granted by Bank, Bank shall remain  primarily  obligated
     to  Company  hereunder  and Company shall be entitled to deal directly
     with Bank with respect to  all  matters  related hereto, and (ii) with
     respect to any assignment by Bank, so long  as no Event of Default has
     occurred and is existing at the time of such  assignment Bank shall be
     required to obtain the prior written consent of Company and Guarantors
     to such assignment (which consent shall not be  unreasonably  withheld
     or  delayed).  In  the  event  of any assignment made or participation
     granted by Bank under this Agreement,  neither  the  Company  nor  the
     Guarantors  shall  be required to indemnify, or pay additional amounts
     to, any such assignee  or  participant  in  excess  of the amount that
     would  have  been payable under this Agreement had no such  assignment
     occurred or participation granted.

          6.11 INDULGENCE.  No  delay  or failure of Bank in exercising any
     right, power or privilege hereunder or under any of the Loan Documents
     shall affect such right, power or privilege  nor  shall  any single or
     partial  exercise  thereof preclude any further exercise thereof,  nor
     the exercise of any  other  right,  power  or privilege. The rights of
     Bank hereunder are cumulative and are not exclusive  of  any rights or
     remedies of Bank.

          6.12  COUNTERPARTS.  This  Agreement  may be executed in  several
     counterparts, and each copy shall constitute  an  original instrument,
     but such counterparts shall together constitute but  one  and the same
     instrument.

          6.13  AMENDMENT  AND  WAIVER.  No  amendment  or  waiver  of  any
     provision  of  this Agreement or any Loan Document, nor consent to any
     departure by Company therefrom, shall in any event be effective unless
     the same shall be  in writing and signed by Bank, and then such waiver
     or consent shall be  effective  only  in the specific instance and for
     the specific purpose for which given.

          6.14 SEVERABILITY. In case any one  or more of the obligations of
     Company or any party to this Agreement, the  Note  or any of the other
     Loan  Document  shall  be  invalid,  illegal or unenforceable  in  any
     jurisdiction,  the  validity,  legality  and   enforceability  of  the
     remaining obligations of Company or such other party  shall not in any
     way  be affected or impaired thereby, and such invalidity,  illegality
     or unenforceability in one jurisdiction shall not affect the validity,
     legality or enforceability of the obligations of Company or such other
     party  under  this  Agreement,  the  Notes  or  any  of the other Loan
     Documents in any other jurisdiction.

          6.15  HEADINGS  AND  CONSTRUCTION OF TERMS. The headings  of  the
     various subdivisions hereof  are for convenience of reference only and
     shall  in no way modify or affect  any  of  the  terms  or  provisions
     hereof.  Where  the context herein requires, the singular number shall
     include the plural, and any gender shall include any other gender.

          6.16 CONSTRUCTION OF CERTAIN PROVISIONS. If any provision of this
     Agreement or any  of  the  Loan  Documents  refers to any action to be
     taken by any Person, or which such Person is  prohibited  from taking,
     such  provision  shall  be  applicable  whether  such  action is taken
     directly  or  indirectly  by  such  Person,  whether  or not expressly
     specified in such provision.

          6.17 INDEPENDENCE OF COVENANTS. Each covenant hereunder  shall be
     given  independent  effect so that if a particular action or condition
     is not permitted by any  such  covenant,  the  fact  that  it would be
     permitted  by  an  exception  to,  or  would  be  otherwise within the
     limitations of, another covenant shall not avoid the occurrence of any
     Default or Event of Default.

          6.18 RELIANCE ON AND SURVIVAL OF VARIOUS PROVISIONS.  All  terms,
     covenants,  agreements,  representations and warranties of Company  or
     any other Person who is a  party  to  any  of  the Loan Documents made
     herein or in any of the Loan Documents or in any  certificate, report,
     financial statement or other document furnished by  or  on  behalf  of
     Company in connection with this Agreement or any of the Loan Documents
     shall  be deemed to have been relied upon by the Bank, notwithstanding
     any investigation  heretofore  or  hereafter made by Bank or on Bank's
     behalf.

          6.19 WAIVER OF JURY TRIAL. BANK,  COMPANY  AND EACH CREDIT PARTY,
     AFTER  CONSULTING  OR  HAVING  HAD  THE  OPPORTUNITY TO  CONSULT  WITH
     COUNSEL, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT TO A
     TRIAL BY JURY IN ANY LITIGATION BASED UPON  OR  ARISING  OUT  OF  THIS
     AGREEMENT  OR  ANY  RELATED  INSTRUMENT  OR  AGREEMENT  OR  ANY OF THE
     TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY COURSE OF  CONDUCT,
     DEALING,  STATEMENTS  (WHETHER  ORAL  OR WRITTEN) OR ACTION OF ANY  OF
     THEM. THESE PROVISIONS SHALL NOT BE DEEMED  TO  HAVE  BEEN MODIFIED IN
     ANY RESPECT OR RELINQUISHED BY THE BANK OR COMPANY EXCEPT BY A WRITTEN
     INSTRUMENT EXECUTED BY ALL OF THEM.

          6.20  COMPLETE  AGREEMENT; CONFLICTS. This Agreement,  the  other
     Loan Documents, any agreements  certificates, or other documents given
     in  connection with the Loans and  any  commitment  letter  previously
     issued  by  Bank  with respect thereto contain the entire agreement of
     the parties thereto,  and  none  of  the  parties  shall  be  bound by
     anything not expressly in writing. In the event that and to the extent
     that  any  of  the terms, conditions or provisions of any of the other
     Loan Documents are  inconsistent  with  or in conflict with any of the
     terms,  conditions  or  provisions of this Agreement,  the  applicable
     terms, conditions and provisions  of  this  Agreement shall govern and
     control.

          6.21 CONFIDENTIALITY. Bank agrees that all non-public information
     made available by Credit Parties to it pursuant  to this Agreement and
     the  Loan  Documents  shall (except to the extent required  by  legal,
     regulatory authority or  government  process) be held in confidence by
     Bank  except  to  the  extent use and or disclosure  is  necessary  in
     connection with the enforcement of the indebtedness hereunder.

          6.22  SERVICE  OF  PROCESS.   The   Borrower  hereby  irrevocably
     designates the Process Agent, having its registered  domicile at 30600
     Telegraph  Road, Bingham Farms, Michigan 48025, as agent  to  receive,
     for and on behalf  of the Borrower, service of process in the State of
     Michigan  and absolutely  and  in  connection  therewith,  irrevocably
     appoints the  Process  Agent  as its true and lawful attorney-in-fact,
     coupled  with an interest, in its  name  and  stead  to  receive  such
     process, as  such  appointment  shall be evidenced by a duly notarized
     power-of-attorney, granted pursuant  to Mexican law.  Service upon the
     Borrower shall, for purposes of preserving  the  Bank's right to bring
     an action or proceeding or enforcing a judgment in connection with the
     Loan  Documents  in any court within Mexico, be deemed  complete  upon
     personal delivery  of  service to the Process Agent, otherwise and for
     all other purposes, service  upon the Borrower will be deemed complete
     upon delivery of the summons and  complaint in accordance with Section
     9.6., provided such notices, if delivered  in  connection with a court
     procedure   comply  with  Mexican  procedural due process  and  public
     policy laws. The Borrower shall continue  said  appointment of Process
     Agent in full force and effect or appoint another  agent  so  that the
     Borrower  will  at all times have an agent for service of process  for
     the  above  purposes   in  Detroit,  Michigan.  The  Borrower  further
     irrevocably consents to  the  service  of  process  out  of any of the
     aforementioned courts in any such action or proceeding by  any  method
     described in Section 9.6, such service of process to be effective upon
     receipt  of  such  registered  mail  (or  as  otherwise required under
     Mexican  procedural  due  process  and public policy  laws).   Nothing
     herein shall affect the right of the  Borrower  or  the  Bank to serve
     process in any other manner permitted by applicable law or to commence
     legal proceedings or otherwise proceed against Borrower in  the  State
     of  Michigan of the United States of America, the Federal District  of
     Mexico,  or any other jurisdiction in which Borrower may be subject to
     suit.  The  Borrower  shall  pay to Process Agent such compensation as
     shall  be  required  to be paid to  Process  Agent  for  its  services
     hereunder.  In the event  of  the transfer of all or substantially all
     of the assets and business of Process  Agent to any other corporation,
     by  consolidation, merger, sale of assets  or  otherwise,  such  other
     corporation  shall be substituted hereunder for Process Agent with the
     same effect as  if  named herein in place of CT Corporation System, in
     which case such replacement in the appointment shall be evidenced by a
     duly notarized power-of-attorney,  granted  pursuant  to  Mexican law.
     Company shall be liable for the compliance of such obligation  only as
     of  the  date  CT  Corporation  System notifies the occurrence of such
     transfer to Company.

          6.23 INDEMNIFICATION - INTEREST  RATE.  If  the interest rate set
     forth in any of the Notes is inconsistent with the  interest  rate  as
     determined  pursuant to the terms of this Agreement, then the terms of
     this Agreement  with  respect  to  the  rate  of  interest  payable by
     Borrower  shall  control.   If,  as  a  result  of  any  assignment or
     participation by Bank, any Credit Party would be obligated to pay such
     participant, assignee or other acquiror of any Note a rate of interest
     higher than what any Credit Party would be obligated to pay  under the
     terms of this Agreement, then Bank shall indemnify the Credit  Parties
     against  the  costs  and expenses incurred by the Credit Parties as  a
     result of such higher interest rate.





<PAGE>






     WITNESS THE DUE EXECUTION  HEREOF  AS  OF  THE DAY AND YEAR FIRST
     ABOVE WRITTEN.

COMERICA BANK                     GRUPO PILGRIM'S PRIDE FUNDING, S.
                                  de RL, de C.V.


By:                               By:

Its:________________________________ Its: Attorney-In-Fact


                                  By:

International Dept. - Latin Group Its: Attorney-In-Fact
500 Woodward Ave.                 Avenida 5 de Febrero No. 1408
Detroit, Michigan 48226-3330      Queretaro, Queretaro, Mexico
Facsimile:  __________________    Facsimile:  011 42 17 97 80
                                  Attn: Fernando Urresta

Comerica Bank  Mexico, S.A.


By:_______________________________

Its:_______________________________


_____________________________
_____________________________
_____________________________






<PAGE>








                              ACKNOWLEDGEMENT

The  undersigned  are  signatories to this Agreement in their  capacity  as
Credit Parties and not as a Borrower.  Each of the undersigned who also are
Guarantors hereby:  (i)  acknowledge and consent to the execution, delivery
and performance of this Agreement;  (ii)  confirm the truth and validity of
the representations and warranties set forth  herein,  to  the  extent such
representations an warranties pertain to the undersigned, respectively, and
(iii) ratify and agree to perform the covenants and agreements set forth in
this  Agreement,  to  the extent such covenants and agreements specifically
pertain to the undersigned, respectively.

GRUPO PILGRIM'S PRIDE FUNDING                                     AVICOLA
PILGRIM'S PRIDE DE
HOLDING, S. de RL  de C.V.        MEXICO, S.A. de C.V.


By:                               By:

Its: Attorney-In-Fact             Its: Attorney-In-Fact


By:                               By:

Its: Attorney-In-Fact             Its: Attorney-In-Fact

Address: Same as Borrower         Address: Same as Borrower


PILGRIM'S PRIDE, S.A. de C.V.     PILGRIM'S PRIDE CORPORATION


By:                               By:

Its: Attorney-In-Fact             Its:

                                  Address:
By:                               110 South Texas Street
                                  Pittsburg, Texas 75686
Its: Attorney-In-Fact             Facsimile: 001 903 856 7505
                                  Attn: Rick Cogdill
Address: Same as Borrower







<PAGE>


                                EXHIBIT "A"

                            FORM OF LIBOR NOTE

                             [To be attached]




                                 Exhibit B




<PAGE>


                                EXHIBIT "B"

                        FORM OF FEDERAL FUNDS NOTE

                             [To be attached]




                                   - 1 -




<PAGE>


                                EXHIBIT "C"

                            FORM OF CETES NOTE

                             [To be attached]





                                   - 2 -




<PAGE>


                                EXHIBIT "D"

                             REQUEST FOR LOAN

     Pursuant  to  the  Revolving Credit Agreement dated as of ___________,
2001 (herein called "Agreement"),  the undersigned hereby requests COMERICA
BANK and/or COMERICA BANK MEXICO, S.A. to make a ________-Based Loan to the
undersigned  on  ____________________,   ________,   in   the   amount   of
__________________   (____________)   and   the   currency   requested   is
_____________.  The  LIBOR  Interest  Period  for  the  requested  Loan, if
applicable, shall be ________ months.

     The  undersigned  certifies  that there exists no Default or Event  of
Default under the Agreement and none will exist upon the making of the Loan
requested hereunder. The undersigned  further certifies that upon advancing
the sum requested hereunder, the aggregate  amount  of  indebtedness (under
the  Agreement) will not exceed the Revolving Maximum (as  defined  in  the
Agreement) and with respect to a request for a Pesos Advance, the aggregate
amount of Pesos Advances shall not exceed the Pesos Subfacility Maximum. If
the aggregate  amount  of the indebtedness under the Agreement shall at any
time exceed the Revolving Maximum and/or the Pesos Subfacility Maximum, the
undersigned will pay such excess amount on demand.

     The undersigned hereby  authorizes  said Bank to disburse the proceeds
of this Request for Loan by crediting the  account  of the undersigned with
Bank  separately  designated by the undersigned or as the  undersigned  may
otherwise direct.

      Dated this day of _______________, 2001.

                              GRUPO  PILGRIM'S  PRIDE  FUNDING, S. de RL de
                              C.V.



                              By:

                              Its:




                                   - 3 -




<PAGE>



                                EXHIBIT "E"

                             FORM OF MORTGAGE

                             [To be attached]




                                   - 4 -




<PAGE>


                                EXHIBIT "F"

                        FORM OF CONTRATO DE PRENDA

                             [To be attached]




                              Schedule 4.4(A)




<PAGE>


                              SCHEDULE 4.4(A)


FORM OF CERTIFICATE OF SECRETARY

I,  _____________________________,  Secretary  of       [APPLICABLE  CREDIT
PARTY]   , a SOCIEDAD DE RESPONSABILIDAD LIMITADA DE CAPITAL VARIABLE  duly
organized and validly existing under the laws of  the United Mexican States
(the "Company"), hereby certify that:

     1.   Attached hereto as Exhibit A is a true, correct and complete copy
of the estatutos sociales of the Company certified by a notary public;

     2.   Attached hereto as Exhibit B is a true, correct and complete copy
of the powers of attorney of the Company certified  by a notary public, and
granted to persons acting on behalf of the Company in  connection  with the
execution and delivery of the Loan Documents to which it is a party;

     3.   The persons named below are duly qualified and acting officers of
the Company; that such Persons, acting together,  have sufficient authority
to  sign,  execute  and  deliver  on behalf of the Company each of the Loan
Documents; that each such Person has  been  duly  elected  to the indicated
office; that set forth opposite each such Person's name is his  or her true
and genuine signature.

Name                     Office                Signature

____________________________ _______________________ _____________________

____________________________ _______________________ _____________________

capitalized  terms  used, but not defined herein have the meanings ascribed
to   them   in   the   Revolving    Credit    Agreement,    dated   as   of
____________________, 2001, among GRUPO PILGRIM'S PRIDE FUNDING,  S.  de RL
de C.V. and Comerica Bank.

IN WITNESS WHEREOF, I have hereunto signed by name.

                              ____________________________________________

                              By:
                              Name:
Dated:_________________       Title: Secretary

I,   ______________________,   the   duly  elected,  qualified  and  acting
_______________     of     the     Company,     hereby     certify     that
_________________________ is the duly, qualified  and  acting  Secretary of
the Company and that the signature appearing above is his true and  genuine
signature.

                              __________________________________________________

                              By:
                              Name:
                              Its:

Dated:              , 2001







<PAGE>


                              SCHEDULE 4.4(B)

FORM OF OFFICER'S CERTIFICATE

     I,  __________________________,  hereby  certify  that  I  am the duly
elected  and  authorized  ___________________  of       [APPLICABLE  CREDIT
PARTY]    , a SOCIEDAD DE RESPONSABILIDAD LIMITADA DE CAPITAL VARIABLE duly
organized  and validly existing under the laws of the United Mexican States
(the "Company"),  and  pursuant  to  Section  4  of  the  Revolving  Credit
Agreement, dated as of ____________, 2001 (the "Credit Agreement"), between
GRUPO PILGRIM'S PRIDE FUNDING, S. de RL de C.V.  and Comerica Bank, further
certify as follows:

     1.   All  representations  and warranties of the Company contained  in
the Agreement are true and correct as of the date hereof.

     2.   No event has occurred and is continuing that constitutes an Event
of Default (as defined in the Credit Agreement).

     3.   The Company has complied  with  all  agreements and satisfied all
conditions  on  its  part  to be performed or satisfied  under  the  Credit
Agreement at or prior to the Closing Date.

     IN WITNESS WHEREOF, I have  executed  this certificate in the name and
on behalf of the Company this ______ day of _______________, 2001.

                              _________________________________________



                              By:
                              Name:
                              Title:








<PAGE>


                               SCHEDULE 4.7

                          Form of Opinion Letter



                             ___________, 2001






Comerica Bank
Comerica Bank Mexico, S.A.,
Institucion de Banca Multiple
One Detroit Center
500 Woodward Avenue
Detroit, Michigan 48226

Re:  Credit Agreement dated as of ____________, 2001 between ______________
(the  "Borrower")  and  Comerica  Bank  and  Comerica  Bank  Mexico,  S.A.,
Institucion de Banca Multiple ("Lender")

Ladies and Gentlemen:

     We  have  acted  as  counsel  to (i) the Borrower,  (ii)  ___________,
______________  (collectively, the "Guarantors")  in  connection  with  the
preparation, execution  and  delivery  of (A) the Credit Agreement, (B) the
promissory note dated ____________, 2001  (the "Note") made by the Borrower
in  favor of Lender, (C) the  Guarantee dated  _______________,  2001  (the
"Guarantee") made by each of the Guarantors in favor of the Lender, and (D)
the form  of  notes  (collectively with the Note, the "Notes") which may be
delivered after the date  hereof.   The  Credit  Agreement,  the Notes, the
Guarantee  and  such  other documents executed in connection therewith  are
sometimes collectively  referred  to  herein  as  the  "Credit  Documents".
Unless otherwise defined herein, terms defined in the Credit Agreement  are
used herein as therein defined.

     This  opinion  is  furnished  to  you  pursuant to Section ____ of the
Credit Agreement.

     In connection with the opinion expressed below, I have reviewed:

     (1)  the Credit Documents;
     (2)  forms of the Notes to be delivered after the date hereof; and
     (3)  such other documents as I have deemed  relevant or appropriate in
          connection with the giving of this opinion.

     I have assumed, without any independent investigation  or verification
of  any  kind,  (i)  the due authorization, execution and delivery  by  the
Lender of the Credit Agreement;  (ii)  the  validity,  binding  effect  and
enforceability  of  the  Credit  Documents  under  the laws of the State of
Michigan, United States of America; (iii) the genuineness  and authenticity
of  all  opinions,  documents  and  papers submitted to me as well  as  the
signature  contained  therein;  and  (iv)  that  copies  of  all  opinions,
documents  and  papers submitted to me are  complete  and  conform  to  the
originals thereof.

     I express no  opinion as to any laws other than the laws of the United
Mexican States ("Mexico")  and  I have assumed that there is nothing in any
other law that affects my opinion which is delivered based upon Mexican law
applicable to the date hereof.  In  particular,  I have made no independent
investigation of the laws of the United States of  America  or any state or
other political subdivision thereof or therein as a  basis for the opinions
stated herein and do not express or imply any opinion on or based  on  such
laws.

     Based  upon  the  foregoing and subject to the further qualifications,
exceptions, assumptions  and  limitations  stated  herein,  and  upon  such
investigations as I have deemed necessary, I am of the opinion that:

(a)The  Borrower  and  each  of  the  Guarantors is a corporation (sociedad
anonima de capital variable) duly organized  and validly existing under the
laws of Mexico and has the corporate power and  authority  to  enter  into,
perform and comply with its obligations under the Credit Documents.

(b)The execution, delivery and performance by the Borrower and each of  the
Guarantors of the Credit Documents to which such Borrower or Guarantor is a
party  have  been  duly authorized by all necessary corporate action and do
not violate any material  contractual  obligation,  the  Estatutos Sociales
requirement of law or judgment, license or order, binding upon the Borrower
or the Guarantors or result in the creation or imposition  of  any  lien on
any  asset  of the Borrower or the Guarantors other than the liens intended
to be created by such Credit Documents.

(c)No authorization or approval, notice to or filing with, any Governmental
Authority in Mexico is required for the execution, delivery and performance
by the Borrower  and  each of the Guarantors of the Credit Documents except
for  such  consents,  approvals,   authorizations,   notices,   filings  or
qualifications which have been obtained prior to the date hereof,  for  the
validity  or  enforceability of the Credit Documents for the performance of
their obligations thereunder.

(d)The Credit Documents  have  been  duly  executed  and  delivered  by the
Borrower  and the Guarantors, as the case may be, and constitute valid  and
binding obligations of the Borrower and the Guarantors, as the case may be,
enforceable against them in accordance with their respective terms, subject
to  the  suspension   of  payments,  bankruptcy,  insolvency,  liquidation,
moratorium and other similar  laws  of  general  application relating to or
affecting the rights generally.

(e)Neither  the  Borrower,  the  Guarantors,  nor any of  their  respective
property, has any immunity from the jurisdiction  of  any court or from any
legal  process  (whether  through  service or notice, attachment  prior  to
judgment, attachment in aid of execution, execution or otherwise) under any
applicable law in Mexico in respect  of  their obligations under the Credit
Documents, as the case may be.

(f)There are no legal or governmental proceedings  pending  or, to the best
of my knowledge, threatened to which the Borrower, the Guarantors or any of
their respective subsidiaries are a party or of which any property  of  the
Borrower,  the  Guarantors  or any of their respective subsidiaries are the
subject which, if determined  adversely  to the Borrower, the Guarantors or
any  of  their  respective  subsidiaries,  would  individually  or  in  the
aggregate, have a Material Adverse Effect.

(g)It is not necessary under the laws of Mexico  (i) in order to enable the
Lender to enforce its rights under the Credit Documents  or  (ii) solely by
reason  of the execution, delivery or performance of the Credit  Documents,
that the  Lender be licensed, qualified or entitled to carry on business in
Mexico.

(h)Under currently existing Mexican law and regulations the Lender will not
be deemed resident,  domiciled, carrying on business or subject to taxation
in Mexico, by reason solely  of  the  execution,  delivery,  performance or
enforcement of the Credit Documents, provided that the Lender does not have
a permanent establishment in Mexico, for tax purposes, it being  understood
that  the  mere  performing  of its obligations under such Credit Documents
would not result in the existence of such permanent establishment.

(i)Each Guarantor's obligations  under  the  Guaranty  rank  and will under
current  law,  rank at least pari passu in priority of payment and  in  all
other  respects  with  all  its  other  present  or  future  unsecured  and
unsubordinated Indebtedness,  except for obligations preferred by mandatory
provisions of law including, among  others,  labor  claims,  claims  of tax
authorities  for  unpaid  taxes, duties, social security quotas, retirement
funds quotas, and workers'  housing funds quotas which have preference over
claims arising from the Notes and other Credit Documents.

(j)There is no tax, impost, deduction  or  withholding imposed by Mexico or
any  political  subdivision  thereof  on  or by virtue  of  the  execution,
delivery, enforcement or performance of the  Credit  Documents,  except for
withholding  taxes imposed on payments of interest and fees made under  the
Credit Agreement  and the Notes by the Borrower to the Lender that is not a
resident of Mexico  for  tax purposes, imposed under the Mexican Income Tax
Law (Ley del Impuesto sobre la Renta).

(k)To endure the legality,  validity,  enforceability  or  admissibility in
evidence  of the Credit Documents in Mexico, it is not necessary  that  the
Credit Documents  or any other document be filed or recorded with any court
or other Governmental Authority in Mexico.

(l)The choice of Michigan  law  as  the governing law of the Agreement is a
valid choice of law.  The submission by the Borrower to the jurisdiction of
the competent United States Federal District Court in the State of Michigan
and to the jurisdiction of the courts of the State of Michigan is valid and
binding on the Borrower and not subject to revocation.

(m)The Notes qualify as "Pagares" for  the  purposes of the Mexican General
Law  of  Credit Instruments and Transactions ("ley  General  de  Titulos  y
Operaciones de Credito") and may be enforced through executory proceedings.

(n)Any final  judgment  obtained  against the Borrower or the Guarantors in
any of the courts specified in the  Credit Documents, in respect of any sum
payable by the Borrower or the Guarantors  under the Credit Documents would
be recognized and enforced by the courts of Mexico without reexamination of
the issues, pursuant to Articles 569 and 571 of the Mexican Federal Code of
Civil Procedure ("Codigo Federal de Procedimientos  Civiles")  and  Article
1347A  of  the Mexican Commerce Code ("Codigo de Comerico"), which provide,
inter alia,  that  any  judgment rendered outside Mexico may be enforced by
Mexican courts, provided that:

(i)such judgment is obtained  in  compliance with legal requirements of the
jurisdiction of the court rendering  such  judgment  and in compliance with
all legal requirements of the Agreement;

(ii)such judgment is strictly for the payment of a certain sum of money and
has  been  rendered in a "in personam" action as opposed  to  an  "in  rem"
action:

(iii)service  of  process  was  made  personally  on the Borrower or on the
appropriate process agent (a court of Mexico would  consider the service of
process upon the duly appointed agent, by means of a  notarial  instrument,
to  be  personal  service  of  process  meeting procedural requirements  of
Mexico),  provided such service of process  is  personally  made  upon  the
process agent:

(iv)such judgment does not contravene Mexican law, public policy of Mexico,
international  treaties  or  agreements  binding  upon  Mexico or generally
accepted principles of international law;

(v)the  applicable  procedural  requirements under the law of  Mexico  with
respect to the enforcement of foreign  judgments (including the issuance of
letters rogatory by the competent authority  of  such  jurisdiction and the
certification   of   such   judgment  as  authentic  by  the  corresponding
authorities of such jurisdiction  in accordance with the laws thereof), are
complied with;

(vi)such judgment is final in the jurisdiction where obtained;

(vii)the action in respect of which  such  judgment  is rendered is not the
subject  matter  of  a  lawsuit  among the same parties, pending  before  a
Mexican court; and

(viii)any such foreign courts would  enforce  final judgments issued by the
federal or state courts of Mexico as a matter of reciprocity;

     The opinion is subject to the following qualifications:

(a)Enforcement  may  be  limited  or  affected by suspension  of  payments,
bankruptcy, insolvency, liquidation, reorganization,  moratorium  and other
similar laws of general application relating to or affecting the rights  of
creditors  generally;  also  pursuant  to the laws of Mexico, labor claims,
claims  of  tax  authorities  for  unpaid taxes,  Social  Security  quotas,
Workers' Housing Fund quotas and Retirement  Fund quotas will have priority
over claims of the Lender;

(b)I note that the payment of interest on interest is prohibited by Mexican
law;

(c)In the event that proceedings are brought in  Mexico seeking performance
of  the Borrower's obligations in Mexico, pursuant  to  Article  8  of  the
Mexican Monetary Law ("Ley Monetaria de los Estados Unidos Mexicanos"), the
Borrower  may  discharge  its  obligations  by  paying  any sums due in the
currency other than Mexican currency, in Mexican currency  at  the  rate of
exchange  fixed  by Banco de Mexico in Mexico for the date when payment  is
made;

(d)In the event that  any  legal  proceedings  are brought in the courts of
Mexico, a Spanish translation of the documents required in such proceedings
prepared by a court-approved translator would have  to  be  approved by the
court  after the defendant had been given an opportunity to be  heard  with
respect   to  the  accuracy  of  the  translation,  and  proceedings  would
thereafter be based upon the translated documents.

     This opinion is addressed to you solely for your benefit and it is not
to be transmitted to anyone else nor is it to be relied upon by anyone else
or for any  other purpose or quoted circulated, filed or referred to in any
public document or filed with anyone without my express written consent.

Very truly yours,