UNIMARK GROUP INC, S-1/A, 1996-05-17

UNIMARK GROUP INC
S-1/A, 1996-05-17
AGRICULTURAL SERVICES

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 17, 1996

REGISTRATION NO. 333-3539

================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

---------------------

AMENDMENT NO. 1

FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

---------------------

THE UNIMARK GROUP, INC.
(Exact name of registrant as specified in its charter)

TEXAS 0532 75-2436543
State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification No.)
organization)

124 MCMAKIN ROAD, LEWISVILLE, TEXAS 75067, (817) 491-2992
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)

JORN BUDDE
124 MCMAKIN ROAD
LEWISVILLE, TEXAS 75067
(817) 491-2992
(Address, including zip code, and telephone number, including area code, of
agent for service)

Copies to:

JAKES JORDAAN, ESQ. LAWRENCE D. LEVIN, ESQ.
JORDAAN, HOWARD & PENNINGTON, PLLC KATTEN MUCHIN & ZAVIS
300 CRESCENT COURT, SUITE 1670 525 WEST MONROE STREET, SUITE 1600
DALLAS, TEXAS 75201 CHICAGO, ILLINOIS 60661
(214) 871-6550 (312) 902-5200

---------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering: / /.

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: / /.

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: / /.

---------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.

================================================================================
<PAGE> 2

THE UNIMARK GROUP, INC.

CROSS-REFERENCE SHEET
PURSUANT TO ITEM 501(B) OF
REGULATION S-K

<TABLE>
<CAPTION>
ITEM
NUMBER FORM S-1 ITEM NUMBER AND HEADING LOCATION OR PROSPECTUS CAPTION
- ------ --------------------------------------------------- ---------------------------------
<S> <C> <C>
Forepart of Registration Statement and Outside
1. Front Cover Page of Prospectus................... Facing Page; Cross-Reference
Sheet; Outside Front Cover Page
of Prospectus
2. Inside Front and Outside Back Cover Pages of
Prospectus....................................... Inside Front and Outside Back
Cover Pages of Prospectus
3. Summary Information, Risk Factors and Ratio of
Earnings to Fixed Charges........................ Prospectus Summary; Risk Factors
4. Use of Proceeds.................................... Prospectus Summary; Use of
Proceeds
5. Determination of Offering Price.................... Cover Page; Underwriting
6. Dilution........................................... Not Applicable
7. Selling Security Holders........................... Principal and Selling
Shareholders
8. Plan of Distribution............................... Outside Front Cover Page of
Prospectus; Underwriting
9. Description of Securities to be Registered......... Description of Capital Stock
10. Interests of Named Experts and Counsel............. Not Applicable
11. Information with Respect to the Registrant:
(a) Description of Business....................... Business
(b) Description of Property....................... Business
(c) Legal Proceedings............................. Not Applicable
(d) Market Price of and Dividends on the
Registrant's Common Equity and Related
Stockholder Matters......................... Risk Factors; Dividend Policy;
Management; Description of
Capital Stock; Underwriting
(e) Financial Statements.......................... Selected Consolidated Financial
Data; Selected Pro Forma
Financial Information
(f) Selected Financial Data....................... Prospectus Summary; Selected
Consolidated Financial Data;
Selected Pro Forma Financial
Information
(g) Supplementary Financial Information........... Not Applicable
(h) Management's Discussion and Analysis of
Financial Condition and Results of
Operations.................................. Management's Discussion and
Analysis of Financial Condition
and Results of Operations
(i) Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure...... Not Applicable
(j) Directors and Executive Officers.............. Management
(k) Executive Compensation........................ Management
(l) Security Ownership of Certain Beneficial
Owners and Management....................... Principal and Selling
Shareholders
(m) Certain Relationships and Related
Transactions................................ Management; Certain Transactions
12. Disclosure of Commission Position on
Indemnification for Securities Act Liabilities... Not Applicable
</TABLE>
<PAGE> 3

***************************************************************************
* *
* Information contained herein is subject to completion or amendment. A *
* Registration Statement relating to these securities has been filed *
* with the Securities and Exchange Commission. These securities may not *
* be sold nor may offers to buy be accepted prior to the time the *
* Registration Statement becomes effective. This Prospectus shall not *
* constitute an offer to sell or the solicitation of an offer to buy *
* nor shall there be any sale of these securities in any State in which *
* such offer, solicitation or sale would be unlawful prior to *
* registration or qualification under the securities laws of any such *
* State. *
* *
***************************************************************************

SUBJECT TO COMPLETION, DATED MAY 17, 1996

<TABLE>
<S> <C> <C>
2,000,000 SHARES
LOGO THE UNIMARK GROUP, INC.
COMMON STOCK
</TABLE>

Of the 2,000,000 shares of Common Stock offered hereby, 1,400,000 are being
sold by The UniMark Group, Inc. (the "Company") and 600,000 shares are being
sold by selling shareholders (the "Selling Shareholders"). The Company will not
receive any proceeds from the sale of shares by the Selling Shareholders. See
"Principal and Selling Shareholders."

The Common Stock is quoted on the Nasdaq National Market under the symbol
"UNMG" and is traded on the Pacific Stock Exchange under the symbol "UMK." The
last reported sale price of the Common Stock on May 16, 1996, as reported by the
Nasdaq National Market, was $15.50 per share. See "Price Range of Common Stock."

FOR A DISCUSSION OF CERTAIN MATERIAL FACTORS THAT SHOULD BE CONSIDERED IN
CONNECTION WITH AN INVESTMENT IN THE COMMON STOCK, SEE "RISK FACTORS" COMMENCING
ON PAGE 6 HEREOF.
------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
UNDERWRITING PROCEEDS TO
PRICE TO DISCOUNTS AND PROCEEDS TO SELLING
PUBLIC COMMISSIONS (1) COMPANY (2) SHAREHOLDERS (2)
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Per Share............... $ $ $ $
- -------------------------------------------------------------------------------------------
Total (3)............... $ $ $ $
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
</TABLE>

(1) The Company and the Selling Shareholders have agreed to indemnify the
Underwriters against certain liabilities under the Securities Act of 1933,
as amended. See "Underwriting."

(2) Before deducting offering expenses estimated to be approximately $
payable by the Company.

(3) The Company and certain of the Selling Shareholders have granted to the
Underwriters a 30-day option to purchase up to an additional 277,000 shares
and 23,000 shares, respectively, of Common Stock solely to cover
over-allotments, if any, on the same terms and conditions as the shares
offered hereby. If such option is exercised in full, the total Price to
Public, Underwriting Discounts and Commissions, Proceeds to Company and
Proceeds to Selling Shareholders will be $ , $ ,
$ and $ , respectively. See "Underwriting."

------------------------------

The shares of Common Stock are offered by the several Underwriters named
herein, subject to receipt and acceptance by them and subject to their right to
reject any order in whole or in part. It is expected that delivery of such
shares will be made at the offices of Rodman & Renshaw, Inc., New York, New
York, on or about , 1996.

------------------------------

RODMAN & RENSHAW, INC. RAUSCHER PIERCE REFSNES, INC.

The date of this Prospectus is , 1996.
<PAGE> 4

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE PRICE OF THE COMMON STOCK AT A
LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE NASDAQ NATIONAL MARKET, IN THE
OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME. IN CONNECTION WITH THIS OFFERING, CERTAIN UNDERWRITERS
AND SELLING GROUP MEMBERS (IF ANY) OR THEIR RESPECTIVE AFFILIATES MAY ENGAGE IN
PASSIVE MARKET MAKING TRANSACTIONS IN THE COMMON STOCK ON NASDAQ IN ACCORDANCE
WITH RULE 10B-6A UNDER THE SECURITIES EXCHANGE ACT OF 1934. SEE "UNDERWRITING."

<PAGE> 5

PROSPECTUS SUMMARY

The following summary should be read in conjunction with, and is qualified
in its entirety by the more detailed information and financial statements
(including the notes thereto) appearing elsewhere in this Prospectus. Unless
otherwise indicated, all share, per share and financial information set forth
herein assumes a public offering price of $15.50 per share and no exercise of
the Underwriters' over-allotment option. Unless the context otherwise requires,
the terms "Company" and "UniMark" refer to The UniMark Group, Inc., and its
consolidated subsidiaries, including UniMark Foods, Inc. ("UniMark Foods"),
UniMark International, Inc. ("UniMark International"), Industrias Citricolas de
Montemorelos, S.A. de C.V. ("ICMOSA"), Grupo Industrial Santa Engracia, S.A. de
C.V. ("GISE"), Simply Fresh Fruit, Inc. ("Simply Fresh") and Les Produits
Deli-Bon Inc. ("Deli-Bon").

THE COMPANY
GENERAL

UniMark is a vertically integrated citrus and tropical fruit growing,
processing, marketing and distribution company with operations in Mexico, the
United States and Canada. The UniMark Group, Inc. was organized in 1992 to
combine the operations of ICMOSA, a Mexican citrus and tropical fruit processor
which commenced operations in 1974, with UniMark Foods, a company that marketed
and distributed ICMOSA's products in the United States. The Company focuses on
niche citrus and tropical fruit products including chilled, frozen and canned
cut fruits and other specialty food ingredients. In addition, as a result of its
recent acquisition of GISE, UniMark is a major Mexican producer of citrus
concentrate, oils and juices. The Company processes and packages its products at
nine plants in Mexico, one in California and one in Quebec, Canada. The
Company's Mexican and California plants are strategically located in major fruit
growing regions. The Company utilizes food brokers and distributors to market
and distribute its cut fruit products under the brand names SUNFRESH(TM), Fruits
of Four Seasons(R) and Kledor(R) and under various private labels, to
supermarket chains, foodservice distributors, wholesale clubs, specialty grocery
stores and industrial users throughout the United States and Canada. Under the
Jalapeno Sam(R) brand name, the Company also produces guacamole for distribution
in the United States. In addition, the Company has developed and utilizes a
unique processing method that separates cold-peeled citrus fruit into individual
juice-containing "cell-sacs." These cell-sac products are sold to food and soft
drink manufacturers in Japan to enhance the flavor and texture of fruit juices
and desserts. Sales to the Company's Japanese consumers are facilitated through
Japanese trading companies. The Company's citrus concentrate and individual
strength citrus juices are sold directly to major juice importers and
distributors in North America, Europe and Japan.

The Company has experienced substantial increases in net sales and income
from operations over the past three fiscal years. UniMark's net sales were
$18,893,000, $25,346,000 and $36,866,000, respectively, in its 1993, 1994 and
1995 fiscal years, representing a compound annual growth rate of 39.7% over such
periods. Furthermore, UniMark's income from operations was $633,000, $1,530,000
and $4,251,000, respectively, in such fiscal years, representing a compound
annual growth rate of 159.1% over such periods. For the first quarter of 1996,
net sales increased 32.9% over the comparable period of fiscal 1995 to
$11,278,000, while income from operations increased 72.3% over the comparable
period of fiscal 1995 to $1,342,000.

STRATEGY

UniMark's strategic objective is to become the leading
vertically-integrated grower, processor, marketer and distributor of niche fruit
and other selected agricultural products. To achieve this objective, the key
elements of the Company's operating strategy are as follows: (i) expand vertical
integration of growing, processing, marketing and distribution operations; (ii)
expand fruit growing operations in Mexico; (iii) capitalize on the SUNFRESH(TM)
brand awareness and market penetration; (iv) introduce additional cut fruit
products utilizing a cryogenic individual quick freeze ("IQF") process; (v)
continue expansion of exports to the Japanese market; (vi) continue expansion of
specialty food ingredients; and (vii) expand its position as a leading Mexican
juice exporter to the North American, European and Asian markets. In addition,
UniMark has formulated an acquisition strategy that targets (i) productive
assets in Mexico that can benefit from UniMark's international distribution and
marketing expertise, and (ii) food processing companies that possess favorable
operating or distribution synergies.

3
<PAGE> 6

RECENT ACQUISITIONS

Since January 1, 1996, the Company has completed the following three
strategic acquisitions (the "Acquisitions") which reflect the implementation of
the Company's acquisition strategy:

GISE. In May 1996, the Company acquired all of the outstanding shares of
capital stock of GISE, a major Mexican producer of citrus concentrates, oils and
juices (the "GISE Acquisition") in exchange for 782,614 shares of Common Stock
and up to an additional $8.0 million of contingent consideration if certain
future earnings targets are achieved. GISE's two juice plants are located in Cd.
Victoria, Tamaulipas, Mexico and Poza Rica, Veracruz, Mexico in the heart of
major citrus growing regions. UniMark believes that the GISE Acquisition will
confer operational benefits on both companies resulting from combining fruit
procurement functions. In addition, UniMark believes that GISE should benefit
from UniMark's international distribution and marketing expertise. Further, the
GISE Acquisition significantly increases the Company's production capacity of
citrus oils.

Simply Fresh. In May 1996, the Company acquired all of the outstanding
shares of capital stock of Simply Fresh, a fruit processing and distribution
company located in Los Angeles, California (the "Simply Fresh Acquisition"), in
exchange for $2.5 million in cash, 90,909 shares of Common Stock and $1.0
million in cash payable in consideration for a five-year covenant by Simply
Fresh's principals and their affiliates not to compete in the United States.
Substantially all of Simply Fresh's sales are to the foodservice industry in the
western United States. UniMark believes that the Simply Fresh Acquisition will
afford it with operational synergies resulting from processing some of the fruit
used in Simply Fresh's products at UniMark's Mexican plants and expanded
distribution into the foodservice market. In addition, the Simply Fresh plant is
strategically located to process fruit grown in California and Arizona, two
major citrus growing regions with growing seasons that are generally opposite to
those of Mexico.

Deli-Bon. In January 1996, the Company acquired all of the outstanding
shares of capital stock of Deli-Bon (the "Deli-Bon Acquisition") for $787,000 in
cash, a $49,000 promissory note and 28,510 shares of Common Stock. Deli-Bon
processes primarily fruit salad at its processing plant in Quebec, Canada for
distribution to the retail and foodservice markets of Canada and the
northeastern United States. UniMark believes that it will realize significant
operating synergies from integrating its and Deli-Bon's fruit procurement,
processing and distribution functions. In addition, the Company believes that
the Deli-Bon plant is strategically located to distribute products to the retail
and foodservice markets in Canada and in the northeastern United States.

The Company was incorporated in January 1992 under the laws of the State of
Texas. The Company's corporate headquarters are located at 124 McMakin Road,
Lewisville, Texas 75067 and its telephone number is (817) 491-2992.

THE OFFERING

Common Stock Offered by the
Company............................. 1,400,000 shares

Common Stock Offered by the Selling
Shareholders...................... 600,000 shares

Common Stock to be Outstanding After
the Offering...................... 8,261,833 shares(1)

Use of Proceeds..................... The Company intends to use the net
proceeds of this offering for capital
expenditures, agricultural development,
repayment of indebtedness, juice plant
acquisition, working capital and other
general corporate purposes, which may
include future acquisitions.

Nasdaq National Market Symbol....... "UNMG"

Pacific Stock Exchange Symbol....... "UMK"(2)

- ---------------

(1) Does not include: (i) 380,000 shares of Common Stock issuable upon exercise
of currently outstanding options granted under the Company's 1994 Employee
Stock Option Plan (the "Employees' Option Plan"); (ii) 67,500 shares of
Common Stock issuable upon exercise of currently outstanding options granted
under the Company's 1994 Stock Option Plan for Directors (the "Directors'
Option Plan"); and (iii) 78,190 shares of Common Stock issuable upon
exercise of currently outstanding warrants granted to underwriters in
connection with the Company's initial public offering.

(2) The Company has filed an application with the Securities and Exchange
Commission to have its Common Stock delisted from the Pacific Stock
Exchange.

4
<PAGE> 7

SUMMARY CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)

The following table sets forth, for the periods and at the dates indicated,
selected historical and pro forma consolidated financial data of the Company.
The unaudited consolidated financial statements of the Company as of and for the
three months ended March 31, 1995 and 1996 reflect all adjustments necessary in
the opinion of the Company's management (consisting only of normal recurring
adjustments), for a fair presentation of such financial data. The selected
historical consolidated financial data has been derived from the historical
consolidated financial statements of the Company and in the case of the fiscal
years ended December 31, 1993, 1994 and 1995 and the three months ended March
31, 1995 and 1996 should be read in conjunction with such financial statements
and the notes thereto included elsewhere in this Prospectus.

The pro forma financial data has been derived from the pro forma condensed
consolidated financial statements of the Company, GISE, Simply Fresh and
Deli-Bon for the year ended December 31, 1995 and of the Company, GISE and
Simply Fresh as of and for the three months ended March 31, 1996 and should be
read in conjunction with the pro forma financial statements and the notes
thereto included elsewhere in this Prospectus. The pro forma results of
operations for the year ended December 31, 1995 and the three months ended March
31, 1996 are not necessarily indicative of the results of operations that would
have been achieved had the transactions reflected therein been consummated prior
to the periods in which they were completed, or that might be attained in the
future.

YEAR ENDED DECEMBER 31, THREE MONTHS ENDED MARCH 31,
------------------------------------------------- -----------------------------
PRO FORMA PRO FORMA
1992 1993 1994 1995 1995(1) 1995 1996 1996(2)
------- ------- ------- ------- --------- ------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SELECTED CONSOLIDATED STATEMENTS OF
INCOME DATA:
Net sales.............................. $14,278 $18,893 $25,346 $36,866 $62,374 $ 8,483 $11,278 $16,783
Gross profit........................... 4,603 5,952 7,403 12,674 21,612 2,556 4,081 5,448
Income from operations................. 737 633 1,530 4,251 8,696 779 1,342 1,907
Net income............................. $ 267 $ 73 $ 1,015 $ 2,947 $ 4,502 $ 797 $ 916 $ 1,352
======= ======= ======= ======= ========== ======= ======= ==========
Earnings per common share:
Primary.............................. $ 0.09 $ 0.02 $ 0.28 $ 0.53 $ 0.69 $ 0.16 $ 0.14 $ 0.19
======= ======= ======= ======= ========== ======= ======= ==========
Fully diluted........................ $ 0.09 $ 0.02 $ 0.28 $ 0.51 $ 0.67 $ 0.16 $ 0.14 $ 0.19
======= ======= ======= ======= ========== ======= ======= ==========
Weighted average common and common
equivalent shares outstanding:
Primary.............................. 3,000 3,000 3,642 5,609 6,511 4,831 6,347 7,221
Fully diluted........................ 3,000 3,000 3,642 5,805 6,707 5,355 6,348 7,222
OTHER CONSOLIDATED FINANCIAL DATA:
Capital expenditures................... $ 490 $ 143 $ 1,218 $ 5,209 $ 8,000 $ 321 $ 1,884 $ 1,986
</TABLE>

<TABLE>
<CAPTION>
AT MARCH 31, 1996
---------------------------------------
PRO FORMA
ACTUAL PRO FORMA(3) AS ADJUSTED(4)
------- ------------ --------------
<S> <C> <C> <C>
SELECTED CONSOLIDATED BALANCE SHEET DATA:
Working capital........................................................... $ 6,182 $ 2,765 $ 9,665
Total assets.............................................................. 29,190 53,300 73,200
Long-term debt............................................................ 932 4,105 4,105
Shareholders' equity...................................................... 16,398 25,848 45,748
</TABLE>

- ---------------

(3) Reflects the pro forma condensed consolidated balance sheet data of the
Company as if the GISE Acquisition and the Simply Fresh Acquisition had
occurred on March 31, 1996.

(4) Reflects the pro forma balance sheet of the Company as if the GISE
Acquisition and the Simply Fresh Acquisition had occurred on March 31, 1996,
as adjusted to reflect the issuance by the Company of 1,400,000 shares of
Common Stock offered by the Company hereby and the application of the net
proceeds therefrom. See "Use of Proceeds" and "Capitalization."

5
<PAGE> 8

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The discussion in this Prospectus contains forward-looking statements that
involve risks and uncertainties. The Company's actual results could differ
significantly from those discussed herein. Factors that could cause or
contribute to such differences include, but are not limited to, those discussed
in "Risk Factors," "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and "Business," as well as those discussed elsewhere
in this Prospectus. Statements contained in this Prospectus that are not
historical facts are forward-looking statements that are subject to the safe
harbor created by the Private Securities Litigation Reform Act of 1995. A number
of important factors could cause the Company's actual results for 1996 and
beyond to differ materially from those expressed in any forward-looking
statements made by, or on behalf of, the Company. These factors include, without
limitation, those listed below in "Risk Factors."

RISK FACTORS

In evaluating an investment in the Common Stock being offered hereby,
investors should consider carefully, among other things, the following risk
factors, as well as the other information contained in this Prospectus.

RISKS RELATED TO THE COMPANY

Growth and Integration of Acquisitions

The expansion of the Company's operations, whether through acquisitions or
internal growth, may place substantial burdens on the Company's management
resources and financial controls. There is no assurance that the increasing
burdens on the Company's managerial resources and financial controls will not
have an adverse effect on the Company's operations. One of the Company's
strategies is to increase its revenues and the markets it serves through the
acquisition of other businesses that complement the Company's fruit processing
capabilities, channels of distribution and marketing expertise. Although the
Company has recently completed three acquisitions, there can be no assurance
that the Company will be able to identify, acquire or profitably manage
additional companies or successfully integrate recent or future acquisitions
into its operations without substantial costs, delays or other problems. In
addition, there can be no assurance that any companies acquired will be
profitable at the time of their acquisition or will achieve sales and
profitability that justify the investment therein. Acquisitions may involve a
number of special risks, including adverse effects on the Company's reported
operating results, diversion of management's attention, dependence on hiring and
retention of key personnel, risks associated with unanticipated problems or
legal liabilities and amortization of acquired intangible assets, some or all of
which could have a material adverse effect on the Company's operations and
financial performance. See "Use of Proceeds" and "Business -- Strategy."

Uncertainty of New Product Development and Market Acceptance of New Products

In addition to its existing product lines, the Company is currently engaged
in various stages of product development. The Company is actively engaged in the
development and commercialization of new products, such as chilled fruit snacks
and IQF citrus and tropical fruit. Continued product development and
commercialization efforts are subject to all of the risks inherent in the
development of new products, including unanticipated development problems, as
well as the possible insufficiency of funds to undertake development and
commercialization that could result in abandonment or substantial change in the
development of a specific product. In addition, demand and market acceptance for
newly developed products are subject to a high level of uncertainty. The Company
has not yet commenced significant marketing activities relating to
commercialization of its new products and has only conducted limited market or
feasibility studies for any of such products. Achieving market acceptance for
the Company's new products will require substantial marketing efforts and the
expenditure of significant funds. The Company's prospects will be significantly
affected by its ability to commercialize its new products. See "Business -- New
Products."

6
<PAGE> 9

Dependence Upon Availability and Price of Fresh Fruit

The Company obtains a substantial amount of its raw materials from
third-party suppliers throughout various growing regions in Mexico, Texas and
California. A crop reduction or failure in any of these fruit growing regions
resulting from factors such as weather, pestilence, disease or other natural
disasters, could increase the cost of the Company's raw materials or otherwise
adversely affect the Company's operations. Competitors may be affected
differently depending upon their ability to obtain adequate supplies from
sources in other geographic areas. If the Company is unable to pass along the
increased raw materials cost, the financial condition and results of operations
of the Company could be materially and adversely affected. See
"Business -- Procurement."

Competition

The food and beverage industry, including each of the markets in which the
Company competes, is highly competitive with respect to price and quality
(including taste, texture, healthfulness and nutritional value). The Company
faces potential competition from numerous, well-established competitors
possessing substantially greater financial, marketing, personnel and other
resources than the Company. In addition, the food and beverage industry is
characterized by frequent introductions of new products, accompanied by
substantial promotional campaigns. In recent years, numerous companies have
introduced products, including products positioned to capitalize on growing
consumer preferences for fresh fruit products. It can be expected that the
Company will be subject to increasing competition from companies whose products
or marketing strategies address these consumer preferences. See
"Business -- Competition."

Dependence on Significant Customers

During 1993, 1994 and 1995, indirect sales to Sam's Wholesale Clubs
accounted for approximately 17.5%, 18.5% and 17.6%, respectively, of the
Company's net sales (without giving pro forma effect to the Acquisitions).
During 1993, 1994 and 1995, sales to the Company's Japanese customers, through
Mitsui Foods, Inc., a Japanese trading company, accounted for approximately
10.7%, 19.5% and 27.5%, respectively, of the Company's net sales (without giving
pro forma effect to the Acquisitions). There can be no assurance that the
Company's principal customers will continue to purchase products from the
Company at current levels, if at all. Consistent with industry practice, the
Company does not operate under a long-term written supply contract with any of
its customers. The Company's business could be materially adversely affected by
the loss of these or any other major customer. See "Business -- Marketing, Sales
and Distribution."

Seasonality and Quarterly Fluctuations

The Company's operations and sales are affected by the growing cycle of the
fruits it processes. Because of seasonal fluctuations, there can be no assurance
that the results of any particular quarter will be indicative of results for the
full year of operations. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations."

Product Liability and Product Recall

The testing, marketing, distribution and sale of food and beverage products
entails an inherent risk of product liability and product recall. There can be
no assurance that product liability claims will not be asserted against the
Company or that the Company will not be obligated to recall its products.
Although the Company maintains product liability insurance coverage, there can
be no assurance that an adequate level of coverage is presently in place or will
be available in the future. A product recall or a partially or completely
uninsured judgment against the Company could have a material adverse effect on
the Company.

Limited Intellectual Property Protection

7
<PAGE> 10

for its SUNFRESH(TM) trademark. No assurance can be given that the Company will
be successful in obtaining such trademark protection, that the Company will not
face future legal challenges with respect to its use of such trademarks or that
the trademarks will afford the Company any competitive advantages. See
"Business -- Legal Proceedings."

Government Regulation

The manufacture, processing, packaging, storage, distribution and labeling
of food products are subject to extensive federal, state and foreign laws and
regulations. In the United States, the Company's business is subject to
regulation by the Food and Drug Administration (the "FDA") and the United States
Department of Agriculture. Applicable statutes and regulations governing food
products include "standards of identity" for the content of specific types of
foods, nutritional labeling and serving size requirements and "Good
Manufacturing Practices" with respect to production processes. The Company
believes that its current products satisfy, and its new products will satisfy,
all applicable regulations and that all of the ingredients used in its products
are "Generally Recognized as Safe" by the FDA for the intended purposes for
which they will be used. Failure to comply with applicable laws and regulations
could subject the Company to civil remedies, including fines, injunctions,
recalls or seizures, as well as potential criminal sanctions, which could have a
material adverse effect on the Company.

The operations of UniMark in Mexico are subject to Mexican federal and
state laws and regulations relating to the protection of the environment. The
principal legislation is the federal General Law of Ecological Balance and
Environmental Protection (the "Ecological Law"), which is enforced by the
Ministry of Social Development ("Sedesol"). Under the Ecological Law, rules have
been promulgated concerning water pollution, air pollution, noise pollution and
hazardous substances. Sedesol can bring administrative and criminal proceedings
against companies that violate these environmental laws, and can also close non-
complying facilities. The operations of UniMark in Canada are subject to
Canadian federal and provincial laws and regulations relating to the protection
of the environment including An Act Respecting Occupational Health and Safety
(Quebec), the Canadian Environmental Protection Act (Canada), and the
Environment Quality Act (Quebec). Similarly, the operations of UniMark in the
United States are subject to United States federal and state laws and
regulations relating to the protection of the environment. Although the Company
believes that its facilities currently are in compliance with all applicable
environmental laws, failure to comply with any such laws could have a material
adverse effect on the Company. See "Business -- Government Regulations."

Dependence on Key Management

The Company relies on the business and technical expertise of its executive
officers and certain other key employees, particularly its President and Chief
Executive Officer, Jorn Budde; its Executive Vice President and Chief Operating
Officer, Rafael Vaquero Bazan; and the President and Chief Executive Officer of
GISE, Jose Martinez Brohez. The loss of the services of any one of these
individuals could have a material adverse effect on the Company. The employment
agreements with each of Messrs. Budde and Vaquero have recently expired.
Although the Company's Board of Directors has indicated its intention to enter
into new employment contracts with each of Messrs. Budde and Vaquero, no
assurance can be given that their services or those of Mr. Martinez will be
available in the future. The Company's success will also be dependent on its
ability to attract and retain other qualified personnel. See
"Business -- Employees" and "Management."

Shares Eligible for Future Sale; Potential Adverse Effect on Market Price of
Common Stock

Sales of shares of Common Stock in the public market, including "restricted
shares" first becoming eligible for resale following this offering, could
adversely affect prevailing market prices. As of May 16, 1996, there were
outstanding 6,861,833 shares of Common Stock, 2,802,625 of which shares were
"restricted securities" under applicable securities laws. Additional shares of
Common Stock may become eligible for sale in the public market from time to time
upon exercise of warrants and stock options. See "Description of Capital
Stock -- Shares Eligible for Future Sale."

8
<PAGE> 11

RISKS RELATED TO MEXICAN OPERATIONS

Economic, Political and Social Conditions

Although a majority of the Company's processing operations and
substantially all of its growing operations are located in Mexico, substantially
all of the Company's sales are to customers outside of Mexico, mostly in the
United States, Japan, Canada and Europe.

Due to the location of its growing operations and processing facilities,
the Company may be affected by economic, political and social conditions in
Mexico. For example, the Company's financial condition and results of operations
or the market price of its Common Stock could be adversely affected if the
current Mexican policies encouraging foreign investment and foreign trade by
Mexico were to be reversed. In addition, the attractiveness of the Company's
products to its North American and Japanese customers is affected by U.S.,
Canadian, Japanese and Mexican trade policies, such as trade preferences.
Changes in policies by the U.S., Mexican, Canadian, Japanese, European Economic
Community or other governments resulting in, among other things, increased
duties, higher taxation, currency conversion limitations, limitations on imports
or exports or the expropriation of private enterprises could have a material
adverse effect on the Company's results of operations. Furthermore, Mexico has
experienced political, economic and social uncertainty resulting from the
assassination of two prominent political leaders in 1994 and a peasant uprising
in the southern Mexican state of Chiapas.

Since December 1994, Mexico has experienced an economic crisis
characterized by exchange rate instability and devaluation, increased inflation,
high domestic interest rates, negative economic growth, reduced consumer
purchasing power and high unemployment. Under its current leadership, the
Mexican government has been pursuing economic reform policies, including the
encouragement of foreign trade and investment and an exchange rate policy of
free market flotation. No assurance can be given, however, that the Mexican
government will continue to pursue such policies, that such policies will be
successful if pursued, or that such policies will not be significantly altered.

Exchange Rates and Inflation

While the Company transacts business in U.S. dollars and its revenues are
collected in U.S. dollars, a portion of the Company's costs and expenses are not
denominated in U.S. dollars; substantially all of such non-U.S. dollar
denominated costs and expenses are denominated in Mexican pesos ("pesos"). As a
result, changes in the relationship of the U.S. dollar to the peso could
adversely affect the Company's cost of goods sold, operating expenses and
operating margins. The devaluation of the peso during late 1994 and early 1995
reduced the U.S. dollar cost of the Company's peso expenses. From December 18,
1994 through October 1, 1995, the U.S. dollar appreciated approximately 84% in
value against the peso. In addition, inflation in the peso could affect the
Company's cost of goods sold and operating margins. Mexican inflation, as
measured by the NCPI, the Mexican government's consumer price index, was 8.35%
for the three months ended March 31, 1996, and was 52% for 1995. Inflation in
Mexico may ultimately increase the cost of goods and services purchased in
Mexico with pesos and lead to higher wages and salaries for the Company's
employees. Such increases may adversely affect the Company's operating margins
in the future. The impact of future exchange rate fluctuations and inflation on
the Company's results of operations cannot be accurately predicted.

On October 29, 1995, the Mexican government signed a pact with labor and
business representatives called the Alliance for Economic Recovery (the
"Alliance"). The Alliance defines a macroeconomic policy designed to support
Mexico's economic recovery and promote future growth. By its provisions, the
minimum wage rate increased by 10% effective December 4, 1995. A further 10%
rise in the minimum wage rate became effective on April 1, 1996. Also, over the
14 months following execution of the Alliance, utility charges will increase an
average of 26%. Under the Alliance, the Mexican government will attempt to boost
the economy by providing tax incentives for new business investments, while
utilizing wage and price controls to contain inflation. As part of the Alliance,
the Mexican government has committed to maintaining a free flotation system for
the peso in the international currency markets. The Alliance also calls for
development of social and rural programs. The impact of the Alliance on the
Company or the Mexican economy cannot be accurately predicted.

9
<PAGE> 12

Although from time to time the Company has engaged in exchange rate hedging
activities, the Company does not have a program for hedging U.S. dollar/peso
revenues or costs. There can be no assurance that any hedging techniques will be
successful and will not result in exchange losses. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations."

Labor Relations and Labor Cost

In Mexico, labor relations are governed by separate collective labor
agreements between ICMOSA and GISE and the unions representing their employees.
Substantially all of the Company's Mexican employees, whether seasonal or
permanent, are affiliated with labor unions which are generally affiliated with
a national confederation. As is typical in Mexico, wages are renegotiated every
year while other terms are renegotiated every two years. In the event
labor-related work stoppages were to occur or employee wages were renegotiated
on terms adverse to the Company, such events could have an adverse effect on the
Company.

USE OF PROCEEDS

The net proceeds to the Company from the sale of the 1,400,000 shares of
Common Stock offered by the Company are estimated to be approximately $19.9
million after deducting underwriting discounts and estimated offering expenses.
The Company will not receive any of the proceeds from the sale of the shares
offered by the Selling Shareholders.

The following table sets forth the anticipated uses of the net proceeds
from this offering:

<TABLE>
<S> <C>
Capital expenditures for fruit processing operations.................... $ 5,000,000
Agricultural development................................................ 3,000,000
Repayment of indebtedness(1)............................................ 3,000,000
Capital expenditures for juice operations............................... 2,500,000
Juice plant acquisition(2).............................................. 2,500,000
Working capital and other general corporate purposes.................... 3,900,000
-----------
Total uses.................................................... $19,900,000
===========
</TABLE>

- ---------------

(1) Of this amount, $2.5 million was used to fund the cash portion of the
consideration paid in connection with the Simply Fresh Acquisition. The
interest rate on this $3.0 million 90-day bank loan is 11.5% per annum and
it matures August 15, 1996.

(2) Represents the Company's planned exercise of an option to purchase GISE's
leased facility located in Poza Rica, Veracruz, Mexico.

The exact allocation of the proceeds for such purposes and the timing of
such expenditures may vary significantly depending upon numerous factors,
including the success of the Company's products under development. Pending the
application of such proceeds, the Company intends to invest the net proceeds of
this offering in short-term, investment grade securities. The Company estimates
that such proceeds will be sufficient to fund such expenditures and other cash
requirements for at least the next 12 months. However, the time periods during
which the proceeds will be invested in such securities may vary significantly
depending upon a number of factors, and no assurances can be given in this
regard. Although the Company has no present commitments, agreements or
understandings with respect to any acquisitions, the Company may use a portion
of the net proceeds to continue its acquisition strategy. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

10
<PAGE> 13

PRICE RANGE OF COMMON STOCK

The Common Stock is quoted on the Nasdaq National Market under the symbol
"UNMG" and on the Pacific Stock Exchange under the symbol "UMK." Prior to May
22, 1995, the Common Stock was quoted on the Nasdaq Small-Cap Market under the
symbol "UNMG." The following table sets forth, for the periods indicated, the
high and low bid prices of the Common Stock as reported on the Nasdaq Small-Cap
Market and the high and low sale prices as reported on the Nasdaq National
Market after May 22, 1995.

<TABLE>
<CAPTION>
HIGH LOW
---- -----
<S> <C> <C>
YEAR ENDED DECEMBER 31, 1994:
Third Quarter (from August 12, 1994)....................................... $ 3 1/2 $ 2 1/8
Fourth Quarter............................................................. 3 1/4 2 1/8

YEAR ENDED DECEMBER 31, 1995:
First Quarter.............................................................. $ 5 3/4 $ 3 1/8
Second Quarter (through May 22, 1995)...................................... 7 1/4 5 3/8
Second Quarter (May 23 to June 30, 1995)*.................................. 7 1/4 6 5/8
Third Quarter*............................................................. 10 5/8 6 7/8
Fourth Quarter*............................................................ 12 1/4 7 3/4

YEAR ENDED DECEMBER 31, 1996:
First Quarter*............................................................. $16 5/8 $11 7/8
Second Quarter (through May 16, 1996)*..................................... 17 13 3/4
</TABLE>

- ---------------

* Represents high and low sales prices on the Nasdaq National Market.

The quotations in the tables above reflect inter-dealer prices without
retail markups, markdowns or commissions. In addition, for all periods prior to
May 22, 1995, they do not represent actual transactions. On May 16, 1996, the
last reported sale price for the Common Stock on the Nasdaq National Market was
$15.50. As of May 15, 1996, there were 191 shareholders of record of the Common
Stock.

DIVIDEND POLICY

The Company has not paid any cash dividends since its inception and for the
foreseeable future intends to follow a policy of retaining all of its earnings,
if any, to finance the development and continued expansion of its business.
There can be no assurance that dividends will ever be paid by the Company.
Additionally, under the terms of the Company's business loan agreement with Bank
of America, N.A. dated December 18, 1995, the Company may not declare or pay any
dividends on its shares of Common Stock without the prior written consent of
Bank of America, N.A. Any future determination as to payment of dividends will
depend upon the Company's financial condition, results of operations and such
other factors as the Board of Directors deems relevant. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations --
Liquidity and Capital Resources."

11
<PAGE> 14

CAPITALIZATION

The following table sets forth the consolidated capitalization of the
Company as of March 31, 1996: (i) on an actual basis; (ii) on a pro forma basis
to reflect the GISE Acquisition and the Simply Fresh Acquisition as if such
Acquisitions had been made on March 31, 1996; and (iii) on a pro forma as
adjusted basis to additionally reflect the issuance of 1,400,000 shares of
Common Stock offered by the Company and the application of the estimated net
proceeds therefrom. The following table should be read in conjunction with the
pro forma financial statements and the notes thereto included elsewhere in this
Prospectus and the respective consolidated financial statements and notes
thereto of the Company, GISE, Simply Fresh and Deli-Bon included elsewhere in
this Prospectus.

<TABLE>
<CAPTION>
AT MARCH 31, 1996
--------------------------------
PRO PRO FORMA
ACTUAL FORMA(1) AS ADJUSTED
------- -------- -----------
(IN THOUSANDS)
<S> <C> <C> <C>
Long-term debt, less current portion............................ $ 932 $ 4,105 $ 4,105
Shareholders' equity:
Common stock, par value $0.01 per share, 20,000,000 shares
authorized and 5,983,310 shares issued and outstanding;
6,856,833 shares issued and outstanding (pro forma); and
8,256,833 shares issued and outstanding (pro forma as
adjusted)(2)............................................... 60 69 83
Additional paid-in capital.................................... 13,538 22,979 42,865
Retained earnings............................................. 2,800 2,800 2,800
------- ------- -------
Total shareholders' equity............................ 16,398 25,848 45,748
------- ------- -------
Total capitalization.................................. $17,330 $29,953 $49,853
======= ======= =======
</TABLE>

- ---------------

(1) Reflects the issuance of 782,614 shares of Common Stock in connection with
the GISE Acquisition and 90,909 shares in connection with the Simply Fresh
Acquisition. See "Recent Acquisitions."

(2) Does not include: (i) 380,000 shares of Common Stock issuable upon exercise
of currently outstanding options granted under the Employee Stock Option
Plan; (ii) 67,500 shares of Common Stock issuable upon exercise of
currently outstanding options granted under the Director Stock Option Plan;
and (iii) 78,190 shares of Common Stock issuable upon exercise of currently
outstanding warrants granted to underwriters in connection with the
Company's initial public offering.

12
<PAGE> 15

RECENT ACQUISITIONS

Since January 1, 1996, the Company has completed the following three
acquisitions. For additional information concerning these businesses, see
"Business."

THE GISE ACQUISITION

In May 1996, the Company acquired all of the outstanding shares of capital
stock of GISE, a major Mexican producer of citrus concentrate, oils and juices,
in exchange for 782,614 shares of Common Stock. In addition, UniMark agreed to
pay to the GISE stockholders up to an additional $8.0 million of contingent
consideration if certain future earnings targets are achieved. The stock
purchase agreement with the GISE stockholders (the "GISE Agreement") provides
that if for any of 1996, 1997, 1998 or 1999 (a) GISE's income before interest,
depreciation, amortization, taxes and translation gain/loss ("EBITDA") less Cost
of Capital (as defined below) exceeds (b) the Target Base EBITDA Amounts (as set
forth in the table below) for the corresponding year (as set forth in the table
below), then, UniMark shall pay to the GISE stockholders an amount equal to 3.5
times such excess amount (the "Additional Consideration") up to a cumulative
aggregate amount of $8.0 million:

<TABLE>
<CAPTION>
FISCAL YEAR TARGET BASE
ENDED DECEMBER 31, EBITDA AMOUNTS
--------------------------------------------------------------------- --------------
<S> <C>
1996.......................................................... $3,540,000
1997.......................................................... 5,023,000
1998.......................................................... 7,517,000
1999.......................................................... 9,542,000
</TABLE>

The GISE Agreement provides that "Cost of Capital" for any fiscal year
shall mean an amount equal to 10% of Outstanding Cumulative Capital
Expenditures. "Outstanding Cumulative Capital Expenditures" for a particular
fiscal year is defined as (a) the weighted average amount of all expenditures
made by GISE during the particular fiscal year for assets with an expected life
in excess of one year plus (b) the amount of all expenditures for assets with an
expected life in excess of one year made by GISE after May 9, 1996 but prior to
the beginning of that particular fiscal year. Additional Consideration, if any,
that may be due with respect to any year shall be due and payable on April 1 of
the following year, at UniMark's option in either shares of Common Stock or
cash.

GISE's two juice plants are located in Cd. Victoria, Tamaulipas, Mexico and
Poza Rica, Veracruz, Mexico in the heart of major citrus growing regions.
UniMark believes that the GISE Acquisition will confer operational benefits on
both companies resulting from combining fruit procurement functions. In
addition, UniMark believes that GISE should benefit from UniMark's international
distribution and marketing expertise.

THE SIMPLY FRESH ACQUISITION

In May 1996, the Company acquired all of the outstanding shares of capital
stock of Simply Fresh, a fruit processing and distribution company located in
Los Angeles, California. The purchase price for the shares consisted of $2.5
million in cash, 90,909 shares of Common Stock and $1.0 million in cash payable
in consideration for a five-year covenant by Simply Fresh's principals and their
affiliates not to compete in the United States. In addition, the Company has
agreed to pay Simply Fresh's two stockholders an amount equal to $0.0025 per
pound of fruit processed using certain proprietary technology developed by
Simply Fresh with the amount payable pursuant to this agreement not to exceed
$2.0 million in the aggregate.

Substantially all of Simply Fresh's sales are to the foodservice industry
in the western United States. UniMark believes that the Simply Fresh Acquisition
will afford it with operating synergies resulting from processing some of the
fruit used in Simply Fresh's products at UniMark's Mexican plants and expanded
distribution into the foodservice market. In addition, the Simply Fresh plant is
strategically located to process fruit grown in California and Arizona, two
major citrus growing regions with growing seasons that are generally opposite to
those of Mexico.

13
<PAGE> 16

THE DELI-BON ACQUISITION

In January 1996, the Company acquired all of the outstanding shares of
capital stock of Deli-Bon for $787,000 in cash, a $49,000 promissory note and
28,510 shares of Common Stock.

Deli-Bon, located in Quebec City, Canada, processes and sells fruit salads
principally to the foodservice industry and wholesale clubs in Canada and the
northeastern United States. UniMark believes that it will realize significant
operating synergies from integrating its and Deli-Bon's fruit procurement,
processing and distribution functions. In addition, the Company believes that
the Deli-Bon plant is strategically located to distribute products to the retail
and foodservice markets in Canada and in the northeastern United States.

14
<PAGE> 17

SELECTED CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
YEAR ENDED DECEMBER 31,
------------------------------------------------- -----------------------------
PRO FORMA PRO FORMA
1992 1993 1994 1995 1995(1) 1995 1996 1996(2)
------- ------- ------- ------- --------- ------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SELECTED CONSOLIDATED STATEMENTS OF
INCOME DATA:
Net sales.............................. $14,278 $18,893 $25,346 $36,866 $62,374 $ 8,483 $11,278 $16,783
Gross profit........................... 4,603 5,952 7,403 12,674 21,612 2,556 4,081 5,448
Income from operations................. 737 633 1,530 4,251 8,696 779 1,342 1,907
Net income............................. $ 267 $ 73 $ 1,015 $ 2,947 $ 4,502 $ 797 $ 916 $ 1,352
======= ======= ======= ======= ========== ======= ======= ==========
Earnings per common share:
Primary.............................. $ 0.09 $ 0.02 $ 0.28 $ 0.53 $ 0.69 $ 0.16 $ 0.14 $ 0.19
======= ======= ======= ======= ========== ======= ======= ==========
Fully diluted........................ $ 0.09 $ 0.02 $ 0.28 $ 0.51 $ 0.67 $ 0.16 $ 0.14 $ 0.19
======= ======= ======= ======= ========== ======= ======= ==========
Weighted average common and common
equivalent shares outstanding:
Primary.............................. 3,000 3,000 3,642 5,609 6,511 4,831 6,347 7,221
Fully diluted........................ 3,000 3,000 3,642 5,805 6,707 5,355 6,348 7,222
OTHER CONSOLIDATED FINANCIAL DATA:
Capital expenditures................... $ 490 $ 143 $ 1,218 $ 5,209 $ 8,000 $ 321 $ 1,884 $ 1,986
</TABLE>

<TABLE>
<CAPTION>
AT MARCH 31,
AT DECEMBER 31, -------------------
------------------------------------- PRO FORMA
1992 1993 1994 1995 1996 1996(3)
------- ------- ------- ------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
SELECTED CONSOLIDATED BALANCE SHEET DATA:
Working capital (deficiency)............................... $ (42) $ (15) $ 3,811 $ 7,481 $ 6,182 $ 2,765
Total assets............................................... 2,566 4,007 11,176 26,498 29,190 53,300
Long-term debt............................................. 369 296 919 699 932 4,105
Shareholders' equity....................................... 369 459 6,392 14,978 16,398 25,848
</TABLE>

- ---------------

(1) Reflects the pro forma condensed consolidated statements of income data of
the Company as if the Acquisitions had occurred on January 1, 1995, after
adjustments of, among other things, depreciation, amortization, interest and
income taxes. For a description of the Pro Forma adjustments, see "Pro Forma
Condensed Consolidated Financial Information" on pages F-2 through F-7.

(2) Reflects the pro forma condensed consolidated statements of income data of
the Company as if the GISE Acquisition and the Simply Fresh Acquisition had
occurred on January 1, 1996, after adjustments of among other things,
depreciation, amortization, interest and income taxes. For a description of
the Pro Forma adjustments, see "Pro Forma Condensed Consolidated Financial
Information" on pages F-2 through F-7.

(3) Reflects the pro forma condensed consolidated balance sheet data of the
Company as if the GISE Acquisition and Simply Fresh Acquisition had occurred
on March 31, 1996.

15
<PAGE> 18

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

INTRODUCTION

The following discussion should be read in conjunction with the
consolidated financial statements and notes thereto and "Selected Consolidated
Financial Data" included elsewhere in this Prospectus. This discussion does not
include the results of operations of Deli-Bon, GISE and Simply Fresh before
their respective acquisition dates.

CONVERSION TO U.S. GAAP

The Company conducts substantially all of its operations through its wholly
owned operating subsidiaries: UniMark Foods, UniMark International, ICMOSA,
GISE, Simply Fresh and Deli-Bon. ICMOSA is a Mexican corporation with its
headquarters located in Montemorelos, Nuevo Leon, Mexico, whose principal
activities consist of operating six citrus processing plants and various citrus
groves throughout Mexico. ICMOSA maintains its accounting records in Mexican
pesos and in accordance with Mexican generally accepted accounting principles
and is subject to Mexican income tax laws. ICMOSA's financial statements at
December 31, 1994 and 1995 and for the years then ended have been converted to
United States generally accepted accounting principles ("U.S. GAAP") and U.S.
dollars. Deli-Bon maintains its accounting records in Canadian dollars and in
accordance with Canadian generally accepted accounting principles and is subject
to Canadian income tax laws.

Unless otherwise indicated, all dollar amounts included herein are set
forth in U.S. dollars in accordance with U.S. GAAP. The functional currency of
UniMark and its subsidiaries is the U.S. dollar.

RESULTS OF OPERATIONS

The following table sets forth certain consolidated financial data
expressed as a percentage of net sales for the periods indicated:

<TABLE>
<CAPTION>
THREE MONTHS
YEAR ENDED DECEMBER 31, ENDED MARCH 31,
------------------------- ---------------
1993 1994 1995 1995 1996
----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Net sales.................................. 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of products sold...................... 68.5 70.8 65.6 69.9 63.8
----- ----- ----- ----- -----
Gross profit............................... 31.5 29.2 34.4 30.1 36.2
Selling, general and administrative
expenses................................. 28.1 23.2 22.9 20.9 24.3
----- ----- ----- ----- -----
Income from operations..................... 3.4 6.0 11.5 9.2 11.9
Other income (expense):
Interest expense......................... (2.1) (1.9) (0.9) (1.4) (.9)
Interest income.......................... -- -- 1.3 1.1 1.6
Other.................................... -- 0.3 0.6 (1.4) (.4)
----- ----- ----- ----- -----
Income before income taxes................. 1.3 4.4 12.5 7.5 12.2
Income tax expense (benefit)............... 0.9 0.4 4.5 (1.9) 4.1
----- ----- ----- ----- -----
Net income................................. 0.4% 4.0% 8.0% 9.4% 8.1%
===== ===== ===== ===== =====
</TABLE>

Three Months Ended March 31, 1995 and 1996

Net sales increased $2.8 million, or 32.9%, from $8.5 million in the first
quarter of 1995 to $11.3 million in the first quarter of 1996. This increase was
due primarily to a 45% increase in export sales to Japan from $3.3 million in
the first quarter of 1995 to $4.8 million in the first quarter of 1996. The
increase in sales to Japan resulted primarily from an expansion of UniMark's
Japanese customer base and product lines. In addition, sales to North American
markets increased 25% from $5.2 million in the first quarter of 1995 to

16
<PAGE> 19

$6.5 million in the first quarter of 1996 resulting from the expansion of
product lines, increased distribution and the Deli-Bon Acquisition.

Gross profit as a percentage of net sales increased from 30.1% in the first
quarter of 1995 to 36.2% in the first quarter of 1996. This increase resulted
primarily from reduced processing costs obtained through greater production
efficiencies and volume. In addition, import duties between Mexico and the U.S.
decreased as a result of the North American Free Trade Agreement ("NAFTA").

Selling, general and administrative expenses ("SG&A") as a percentage of
net sales increased from 20.9% in the first quarter of 1995 to 24.3% in the
first quarter of 1996. This increase resulted primarily from increased delivery,
storage and other related marketing expenses associated with the increase in
sales and the operation of an additional processing and distribution facility in
Canada.

Interest expense decreased from 1.4% of net sales in the first quarter of
1995 to 0.9% of net sales in the first quarter of 1996 as a result of lower
interest rates and levels of debt. Actual interest expense was $122,000 in the
first quarter of 1995 and $104,000 in the first quarter of 1996.

Interest income of $94,000 in the first quarter of 1995 and $184,000 in the
first quarter of 1996 was earned from the temporary investment of excess cash
funds.

Foreign currency transaction gains and losses result primarily from the
remeasurement of net monetary assets or net monetary liabilities denominated in
pesos into U.S. dollars. This remeasurement resulted in a net loss of $123,000
in the first quarter of 1995 and a net loss of $51,000 in the first quarter of
1996.

Income taxes. U.S. income tax resulted in a $85,000 expense in the first
quarter of 1995 and a tax benefit of $88,000 in the first quarter of 1996. In
Mexico, an income tax benefit of $250,000 was recognized in the first quarter of
1995 while income tax expense of $564,000 was recognized in the first quarter of
1996. A Canadian income tax benefit of $18,000 was recognized in the first
quarter of 1996. The income tax benefits resulted primarily from the recognition
of future benefits of tax losses generated.

Net income, as a result of the foregoing, increased 14.9% from $797,000 in
the first quarter of 1995 to $916,000 in the first quarter of 1996.

Years Ended December 31, 1994 and 1995

Net sales increased 45.5% from $25.3 million in 1994 to $36.9 million in
1995. This increase was due primarily to a 102.4% increase in export sales to
Japan from $6.0 million in 1994 to $12.1 million in 1995. The increase in sales
to Japan resulted primarily from an expansion of UniMark's Japanese customer
base and product lines. In addition, North American retail sales increased 25.9%
from $10.0 million in 1994 to $12.5 million in 1995 and wholesale club sales
increased 39.2% from $5.1 million in 1994 to $7.1 million in 1995. These
increases resulted from, among other things, increased distribution of existing
products, the success of its red grapefruit products and the introduction of a
one gallon mixed fruit product to the wholesale club market in 1995.

Gross profit as a percentage of net sales increased from 29.2% in 1994 to
34.4% in 1995. This increase resulted from reduced processing costs obtained
through greater efficiencies and volume. In addition, prices of certain products
sold to Japan were increased during 1995 and import duties between Mexico and
the U.S. decreased as a result of NAFTA.

Selling, general and administrative expenses ("SG&A") as a percentage of
net sales decreased from 23.2% in 1994 to 22.9% in 1995. This reduction is
primarily the result of the increased sales volume in 1995. Actual SG&A expenses
increased $2.5 million from $5.9 million in 1994 to $8.4 million in 1995. This
increase resulted from increased delivery, storage and personnel expenses
required to handle the increased sales volume.

Interest expense decreased from 1.9% of net sales in 1994 to 0.9% in 1995.
Actual interest expense decreased $151,000 from $469,000 in 1994 to $318,000 in
1995. This decrease was primarily the result of lower levels of debt and lower
interest rates in 1995.

Interest income of $470,000 was earned in 1995 primarily from the temporary
cash investment of proceeds from the exercise of warrants and excess cash
balances generated from operations.

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<PAGE> 20

Other income, net of other expenses was $69,000 in 1994 and $222,000 in
1995. Included in this net total are a foreign currency transaction loss of
$16,000 in 1994 and a gain of $124,000 in 1995 resulting from the conversion of
ICMOSA's Mexican financial statements to U.S. GAAP.

Net income, as a result of the foregoing, increased 190% from $1.0 million
in 1994 to $2.9 million in 1995.

Years Ended December 31, 1993 and 1994

Net sales increased 34.2% from $18.9 million in 1993 to $25.3 million in
1994. This increase was due in part to a 78.4% increase in export sales to Japan
from $3.4 million in 1993 to $6.0 million in 1994. In addition, the Company
began distributing frozen melon products in May 1994 with sales totaling $2.3
million in 1994. Net sales to wholesale clubs also increased from $4.1 million
in 1993 to $5.1 million in 1994, or 23.1%, due to increased distribution in
existing clubs and new distribution in new clubs.

Gross profit as a percentage of net sales decreased from 31.5% in 1993 to
29.2% in 1994. This decrease resulted from the introduction of frozen products
at a marginal gross profit in 1994. Excluding frozen products sales and profits,
gross profit as a percentage of net sales increased to 32.0% in 1994 as a result
of decreased import duties between Mexico and the U.S. as a result of NAFTA and
a retail price increase implemented in 1994.

Selling, general and administrative expenses ("SG&A") as a percentage of
net sales decreased from 28.1% in 1993 to 23.2% in 1994. This reduction is
primarily the result of the increased sales volume in 1994. Actual SG&A expenses
increased $554,000 from $5.3 million in 1993 to $5.9 million in 1994. This
increase resulted from increased delivery, storage and personnel expenses
required to handle the increased sales volume.

Interest expense decreased from 2.1% of net sales in 1993 to 1.9% of net
sales in 1994. Actual interest expense increased $59,000 from $410,000 in 1993
to $469,000 in 1994. This increase was primarily the result of higher interest
rates in 1994.

Other income, net of other expenses was $11,000 in 1993 and $69,000 in
1994. Included in this net total are a foreign currency transaction loss of
$8,000 in 1993 and $16,000 in 1994 resulting from the conversion of ICMOSA's
Mexican financial statements.

Net income, as a result of the foregoing, increased from $73,000 in 1993 to
$1.0 million in 1994.

STATUTORY EMPLOYEE PROFIT SHARING

All Mexican companies are required to pay their employees, in addition to
their agreed compensation benefits, profit sharing in an aggregate amount equal
to 10% of net income, calculated for employee profit sharing purposes, of the
individual corporation employing such employees. All of UniMark's employees are
employed by its subsidiaries, each of which pays profit sharing in accordance
with its respective net income for profit sharing purposes. Tax losses do not
affect employee profit sharing. Statutory employee profit sharing expense is
reflected in the Company's cost of goods sold and selling, general and
administrative expenses, depending upon the function of the employees to whom
profit sharing payments are made. The Company's net income on a consolidated
basis as shown in the Consolidated Financial Statements is not a meaningful
indication of net income of the Company's subsidiaries for profit sharing
purposes or of the amount of employee profit sharing.

EXCHANGE RATE FLUCTUATIONS

The Company procures and hand processes substantially all of its products
in Mexico, through its wholly owned subsidiaries ICMOSA and GISE, for export to
the United States, Canada and Japan. Generally, the cost of fruit procured in
Mexico reflects the spot market price for citrus in the United States. All of
UniMark's sales are denominated in U.S. dollars. As such, UniMark does not
anticipate sales revenues and raw material expenses to be materially affected by
changes in the valuation of the peso. Labor and certain other production

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<PAGE> 21

costs are peso denominated. Consequently, these costs are impacted by
fluctuations in the value of the peso relative to the U.S. dollar.

The Company's consolidated results of operations are affected by changes in
the valuation of the Mexican peso to the extent that ICMOSA or GISE has peso
denominated net monetary assets or net monetary liabilities. In periods where
the peso has been devalued in relation to the U.S. dollar, a gain will be
recognized to the extent there are peso denominated net monetary liabilities
while a loss will be recognized to the extent there are peso denominated net
monetary assets. In periods where the peso has gained value, the converse would
be recognized.

The Company's consolidated results of operations are also subject to
fluctuations in the value of the peso as they affect the translation to U.S.
dollars of ICMOSA's net deferred tax assets or net deferred tax liabilities.
Since these assets and liabilities are peso denominated, a falling peso results
in a transaction loss to the extent there are net deferred tax assets or a
transaction gain to the extent there are net deferred tax liabilities.

SEASONALITY

A substantial portion of UniMark's exports to Japan is processed and
shipped during the first and fourth quarter each year. In addition, the demand
for UniMark's chilled citrus and tropical fruit products is strongest during the
fall, winter and spring when seasonal fresh products such as mangos, peaches,
plums, and nectarines are not readily available for sales in supermarkets in
North America. Management believes UniMark's quarterly net sales will continue
to be impacted by this pattern of seasonality.

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 1996, cash and cash equivalents totaled $1.7 million, a
decrease of $4.6 million from December 31, 1995. Operating activities utilized
cash of $2.6 million during the three month period ended March 31, 1996
primarily resulting from an increase in related party receivables and an
increase in inventory levels.

At December 31, 1995, cash and cash equivalents totaled $6.3 million, an
increase of $5.5 million from December 31, 1994. Operating activities utilized
cash of $1.5 million in 1994 while generating cash of $3.3 million in 1995. Net
cash generated by operating activities in 1995, was favorably impacted by the
increase in net income and an increase in the amount payable to Sabritas, S.A.
de C.V., PepsiCo, Inc.'s Mexican snack food division, pursuant to an export
trade credit facility (the "Trading Agreement"). Since 1992, UniMark has
partially financed its Mexican exports under the Trading Agreement. The Trading
Agreement provides for 60-day interest free financing up to $3,000,000 for
inventory exports from Mexico. At December 31, 1994, there were no amounts
outstanding pursuant to the Trading Agreement. At year end 1995, $2.6 million
was payable to Sabritas, S.A. de C.V. under the Trading Agreement and $2.2
million was payable at March 31, 1996. The Trading Agreement can be terminated
by either party with 90 days notice.

During the three month period ended March 31, 1996, the Company utilized
cash of $3.0 million in investing activities. Of this amount, $1.9 million was
expended on capital equipment and improvements to plant facilities and
approximately $1.0 million was utilized in the Deli-Bon Acquisition.

During 1995, UniMark expended $5.2 million on additional facilities,
equipment and improvements to plant facilities. In October 1995, UniMark
acquired an idle canning plant in the State of Puebla, Mexico for approximately
$1.5 million. Remaining capital outlays in 1995 were for equipment, fixtures and
improvements and additions to plant facilities. During 1994, UniMark expended
$1.2 million on capital equipment and improvements to plant facilities. In
September 1994, UniMark acquired a leasehold interest in an idle citrus
processing facility in San Rafael, Veracruz, Mexico and purchased approximately
$700,000 of processing equipment located at the facility. Additional capital
outlays in 1994 were for expansion and improvements to the Mexico plant
facilities in Montemorelos, Nuevo Leon.

Net cash generated by financing activities was $1.1 million for the three
month period ended March 31, 1996, $7.4 million in 1995, and $3.2 million in
1994. Included in financing activities were net proceeds from the issuance of
stock, changes in short-term borrowings and payments of long-term debt.

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<PAGE> 22

During the three month period ended March 31, 1996, the Company issued (i)
28,510 shares of Common Stock in the Deli-Bon Acquisition; (ii) 33,750 shares of
Common Stock upon the exercise of 6,750 Underwriters' IPO Warrants (defined
below) and the 13,500 underlying Warrants; and (iii) 3,000 shares of Common
Stock on the exercise of employee stock options. Net proceeds to UniMark on the
issuance of these 65,260 shares of Common Stock were $504,000.

Net proceeds from the issuance of shares of Common Stock was $5.2 million
in 1994 and $5.6 million in 1995. In August 1994, UniMark completed an initial
public offering of 550,000 units (the "Units"), each Unit consisting of three
shares of Common Stock and two redeemable common stock purchase warrants (the
"Warrants"). The Warrants were transferable separately from the Common Stock and
entitled the holder to purchase one share of Common Stock at an exercise price
of $4.50 per share. The Units were sold to the public at $12.00 per Unit, with
net proceeds to UniMark of approximately $5.2 million. In connection with the
Company's initial public offering, UniMark issued certain warrants to its
underwriting representatives (the "Underwriters' IPO Warrants") to purchase up
to 55,000 Units for $15.00 per Unit. On June 8, 1995, UniMark notified all
registered holders of the Warrants of its intention to redeem all of the
1,100,000 outstanding Warrants by July 21, 1995. During 1995, UniMark issued (i)
1,099,990 shares of Common Stock upon the exercise of a like amount of the
Warrants; (ii) 163,060 shares of Common Stock upon the exercise of 32,612
Underwriters' IPO Warrants and the 65,224 underlying Warrants; and (iii) 5,000
shares of Common Stock on the exercise of employee stock options. Net proceeds
to UniMark on the issuance of these 1,268,050 shares of Common Stock in 1995
were $5.6 million.

Cash was utilized to decrease short-term borrowings by $1.5 million in 1994
while cash of $2.3 million was generated in 1995 from an increase in short-term
borrowings. During 1994, short-term debt was reduced in preparation for
consolidating and restructuring existing credit facilities in Mexico and the
United States. During 1995, UniMark established two revolving credit facilities
with Bank of America, N.A. and Rabobank for short-term debt of up to $6.0
million in Mexico and up to $3.0 million in the United States. Borrowings under
the Mexico revolving credit facility are collateralized by accounts receivable
from export sales to Japan while borrowings under the United States revolving
credit facility are collateralized by United States accounts receivable and
finished goods inventories. The Mexico revolving credit facility is reviewed
annually for renewal while the United States revolving credit facility matures
on April 30, 1997. The $2.3 million increase in short-term borrowings in 1995
resulted from the utilization of these new credit facilities.

Cash was generated from an increase in short-term borrowings under existing
credit facilities of $714,000 during the three month period ended March 31,
1996. With the Deli-Bon Acquisition in January 1996, the Company established a
revolving credit facility with Caisse Populaire for short-term debt of up to
$Cdn.250,000 in Canada. At March 31, 1996, the United States revolving credit
facility had an outstanding balance of $1.4 million, the Mexico revolving credit
facility had an outstanding balance of $2.7 million and the Canada revolving
credit facility had an outstanding balance of $103,000.

Cash was also used to make regularly scheduled payments of long-term debt
of $511,000 in 1994, $523,000 in 1995 and $146,000 during the quarterly period
ended March 31, 1996.

In May 1996, in connection with the Simply Fresh Acquisition, the Company
borrowed $3.0 million pursuant to a 90-day bank loan with Confia, S.A.,
Institucion de Banca Multiple, Abaco Grupo Financiero, S.A. de C.V. This loan
matures on August 15, 1996 and is expected to be repaid from the net proceeds
from the sale of the shares of Common Stock offered by the Company hereby.

As described in "Use of Proceeds," the Company intends to use the net
proceeds of this offering for capital expenditures, agricultural development,
repayment of indebtedness, acquisition of a juice plant, working capital and
other general corporate purposes, which may include further acquisitions.

The Company's future cash requirements for 1996 and beyond will depend
primarily upon the level of sales, expenditures for capital equipment and
improvements, the timing of inventory purchases and new product introductions
and business acquisition opportunities. UniMark believes that anticipated
revenue from operations and existing capital resources will be adequate for its
working capital requirements for at least the next twelve months.

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<PAGE> 23

BUSINESS

GENERAL

UniMark is a vertically integrated citrus and tropical fruit growing,
processing, marketing and distribution company with operations in Mexico, the
United States and Canada. The UniMark Group, Inc. was organized in 1992 to
combine the operations of ICMOSA, a Mexican citrus and tropical fruit processor
which commenced operations in 1974, with UniMark Foods, a company that marketed
and distributed ICMOSA's products in the United States. The Company focuses on
niche citrus and tropical fruit products including chilled, frozen and canned
cut fruits and other specialty food ingredients. In addition, as a result of its
recent acquisition of GISE, UniMark is a major Mexican producer of citrus
concentrate, oils and juices. The Company processes and packages its products at
nine plants in Mexico, one in California and one in Quebec, Canada. The
Company's Mexican and Californian plants are strategically located in major
fruit growing regions. The Company utilizes food brokers and distributors to
market and distribute its cut fruit products, under the brand names
SUNFRESH(TM), Fruits of Four Seasons(R) and Kledor(R) and under various private
labels to supermarket chains, foodservice distributors, wholesale clubs,
specialty grocery stores and industrial users throughout the United States and
Canada. Under the Jalapeno Sam(R) brand name, the Company also produces
guacamole for distribution in the United States. In addition, the Company has
developed and utilizes a unique processing method that separates cold-peeled
citrus fruit into individual juice-containing "cell-sacs." These cell-sac
products are sold to food and soft drink manufacturers in Japan to enhance the
flavor and texture of fruit juices and desserts. Sales to the Company's Japanese
consumers are facilitated through Japanese trading companies. The Company's
citrus concentrate and single strength citrus juices are sold directly to major
juice importers and distributors in North America, Europe and the Pacific Rim.

STRATEGY

UniMark's strategic objective is to become the leading vertically
integrated grower, processor, marketer and distributor of niche fruit and other
selected agricultural products. To achieve this objective, the key elements of
UniMark's operating and acquisition strategies are as follows:

Operating Strategy

- Expand vertical integration of growing, processing, marketing and
distribution operations. UniMark intends to continue its vertical
integration strategy. UniMark believes that by vertically integrating its
growing, processing, marketing and distribution operations, the Company
can effectively control the availability, cost and quality of its
products.

- Expand fruit growing operations in Mexico. To ensure the availability of
the highest quality raw materials, UniMark intends to expand its fruit
growing operations in Mexico, utilizing advanced agricultural practices.
UniMark believes that Mexico's favorable climate and soil conditions,
coupled with competitive labor and land costs, offer significant
opportunities to grow high quality fruits in a cost effective manner.

- Capitalize on brand awareness and market penetration. In the retail
market, UniMark intends to capitalize on the brand awareness and market
penetration attained by its SUNFRESH(TM) brand name products. Utilizing
its "Fruit Made Easy(R)" concept, UniMark plans to expand its line of
specialty chilled, frozen and canned "ready-to-eat" pre-cut fruit that
offers the benefits of healthy, low-fat foods with a multitude of
vitamins to the increasingly health conscious consumer. In the second
half of 1996, UniMark plans to introduce a line of chilled fruit snack
products incorporating citrus cell-sacs as a key

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<PAGE> 24

ingredient. UniMark has targeted this planned line of fruit snacks toward
North American retail and foodservice customers.

- Introduce additional cut fruit products utilizing a cryogenic individual
quick freeze process. UniMark intends to expand its retail and
foodservice business by introducing products utilizing a cryogenic
individual quick freeze process. UniMark believes that this cryogenic IQF
process allows UniMark to process citrus and tropical fruit at the peak
of the season, to preserve the fresh-like texture and taste of the fruit
and to distribute these products at a later date.

- Continue to expand Japanese exports. In 1995, the Company's Japanese
sales represented approximately 32.9% of total sales, compared with only
17.8% in 1993. As its fastest growing segment, UniMark continues to
diversify and expand its Japanese customer base. The Company believes
that there are significant opportunities in Japan for frozen citrus and
tropical fruit products and specialty food ingredients because such
products do not contain additives or preservatives, a necessary feature
for entry into the Japanese market.

- Expand specialty food ingredients. UniMark believes that significant
market opportunities exist in providing customers with specialty food
ingredient products that can be derived from processing citrus and
tropical fruits. In particular, the Company intends to maximize the
utilization of its raw materials by identifying secondary food ingredient
products, such as citrus oils.

- Expand position as a leading Mexican juice exporter to U.S., European and
Asian markets. With the GISE Acquisition, the Company is a major Mexican
producer of citrus concentrate. The Company's goal is to expand its
position as a leading exporter of high quality Mexican citrus juices to
the U.S., European and Asian markets. Because of the high quality of
Mexican citrus juice, it is often blended with juices from other citrus
producing regions to enhance the quality of these other juices.

Acquisition Strategy

- Acquire productive assets in Mexico that can benefit from UniMark's
international distribution and marketing expertise. Most of UniMark's
processing facilities are strategically located in Mexico's various fruit
growing regions. UniMark plans to expand its growing and processing
operations in Mexico because of Mexico's competitive labor and land
costs, ideal climatic conditions for growing citrus and other fruits and
vegetables, geographic proximity to the United States and the favorable
trade benefits of NAFTA. UniMark believes that present economic
conditions in Mexico, particularly high prevailing interest rates and
limited availability of equity capital, afford the Company significant
acquisition opportunities. In this regard, the Company's acquisition
strategy targets processing facilities, agricultural opportunities and
other productive assets in Mexico that can benefit from UniMark's
international distribution and marketing expertise.

- Acquire food processing companies that possess favorable operating or
distribution synergies. UniMark's acquisition strategy also targets food
processing companies, such as Simply Fresh and Deli-Bon, that possess
favorable operating or distribution synergies. The Company believes that
by acquiring food processing companies, it can expand its distribution
and utilize its low cost source of Mexican fruit and labor.

RECENT ACQUISITIONS

Since January 1, 1996, the Company has completed the following three
strategic acquisitions (the "Acquisitions") which reflect the implementation of
the Company's acquisition strategy:

GISE. In May 1996, the Company acquired all of the outstanding shares
of capital stock of GISE, a major Mexican producer of citrus concentrates,
oils and juices. GISE's two juice plants are located in Cd. Victoria,
Tamaulipas, Mexico and Poza Rica, Veracruz, Mexico in the heart of major
citrus growing regions. UniMark believes that the GISE Acquisition will
confer operational benefits on both companies resulting from combining
fruit procurement functions. In addition, UniMark believes that GISE should

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<PAGE> 25

benefit from UniMark's international distribution and marketing expertise.
Further, the GISE Acquisition significantly increases the Company's
production capacity of citrus oils.

Simply Fresh. In May 1996, the Company acquired all of the
outstanding shares of capital stock of Simply Fresh, a fruit processing and
distribution company located in Los Angeles, California. Substantially all
of Simply Fresh's sales are to the foodservice industry in the western
United States. UniMark believes that the Simply Fresh Acquisition will
afford it operating synergies resulting from processing some of the fruit
used in Simply Fresh's products at UniMark's Mexican plants and expanded
distribution into the foodservice market. In addition, the Simply Fresh
plant is strategically located to process fruit grown in California and
Arizona, two major citrus growing regions with growing seasons that are
generally opposite to those of Mexico.

Deli-Bon. In January 1996, the Company acquired all of the
outstanding shares of capital stock of Deli-Bon. Deli-Bon processes
primarily fruit salad at its processing plant in Quebec, Canada for
distribution to the retail and foodservice markets of Canada and the
northeastern United States. UniMark believes that it will realize
significant operating synergies from integrating its and Deli-Bon's fruit
procurement, processing and distribution functions. In addition, the
Company believes that the Deli-Bon plant is strategically located to
distribute products to the retail and foodservice markets in Canada and in
the northeastern United States.

CURRENT PRODUCTS

The Company's principal products are derived from citrus and tropical
fruits. The Company has focused on applying its knowledge of fruit growing and
processing with its international marketing and distribution capabilities to
develop four key product categories. These categories include cut fruits,
juices, specialty food ingredients and other products. The following is a
description of each of these categories and their specific products:

CUT FRUITS. Under the brand names of SUNFRESH(TM), Fruits of Four
Seasons(R), Kledor(R) and under various private labels, UniMark markets:

Chilled fruit. The chilled fruit line includes mango slices, grapefruit
segments, orange segments, pineapple chunks, sliced papaya, and a
variety of fruit salads. These products are packed for retail, wholesale
club and foodservice customers.

Frozen fruit. Using IQF, the frozen line of fruit includes melon,
mango, orange, grapefruit, papaya and pineapple products packed for
foodservice and industrial customers.

Canned fruit (shelf-stable). The canned fruit line includes orange
segments and grapefruit segments packed for retail, foodservice,
Japanese and industrial customers.

JUICES. The Company, through GISE, markets directly to major industrial
users a full line of citrus juice products including citrus concentrates
and single strength juices:

Citrus concentrate. Citrus juice concentrates are produced from
oranges, grapefruits, tangerines, Persian limes and lemons.

Single strength juices. Citrus juices are produced from oranges,
grapefruits, tangerines, Persian limes and lemons.

SPECIALTY FOOD INGREDIENTS. UniMark believes that significant market
opportunities exist in providing customers with specialty food ingredient
products that can be derived from processing citrus and tropical fruits.
Presently, UniMark's specialty food ingredients include:

Citrus cell-sacs. The Company has developed and utilizes a unique
processing method that separates cold-peeled citrus fruit into
individual juice-containing cell-sacs. These cell-sac products are sold
to food and soft drink manufacturers in Japan to enhance the flavor and
texture of fruit juices and desserts.

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<PAGE> 26

Citrus oils. Citrus oils are extracted from oranges, grapefruits,
tangerines, Persian limes and lemons. These oils are primarily used
by the Company's customers in perfumes and other scented products.

OTHER. UniMark also produces the following products:

Avocado products. Avocado products, including guacamole and
avocado pulp, are packed for sale to retail, wholesale club and
foodservice customers under the brand name Jalapeno Sam(R).

Cattle feed. The Company recycles citrus by-products, such as peel
and pulp, as cattle feed.

NEW PRODUCTS

The Company's new product strategy is to apply its processing expertise to
introduce new products as well as extend the line of its existing citrus and
tropical fruit products. UniMark has several major products under development
for projected market introduction during 1996, including:

Additional IQF citrus and tropical fruit. UniMark intends to expand
its retail and foodservice business by introducing additional products
utilizing its IQF process. UniMark believes that this IQF process allows it
to process citrus and other tropical fruit at the peak of the season while
preserving the fresh-like texture and taste of the fruit.

Chilled fruit snacks. In the second half of 1996, UniMark plans to
introduce a line of chilled fruit snacks incorporating cell-sacs as a key
ingredient. UniMark has targeted this planned line of fruit snacks toward
retail and foodservice customers.

UniMark's product development and commercialization efforts are subject to
all of the risks inherent in the development of new products.

MARKETING, SALES AND DISTRIBUTION

MARKETING. UniMark's marketing department develops brand strategies for
the Company's products, including product development, pricing strategy,
consumer and trade promotion, advertising, publicity and package design. This
department's responsibilities include determining the allocation of resources
between consumer and trade spending programs, pricing and profitability
analysis, as well as product and packaging designs. UniMark's marketing team is
led by a senior vice president and two product managers, one responsible for
retail sales and one for the foodservice and wholesale club store channels.

In the retail market, the Company's primary focus has been on the chilled
fruit category. UniMark intends to capitalize and strengthen the brand awareness
and market penetration attained by its SUNFRESH(TM) brand in the United States,
the Kledor(R) brand in Canada and the Jalapeno Sam(R) brand with respect to
Mexican guacamole dip products. Under its "Fruit Made Easy(R)" slogan, UniMark
marketing strategy includes continued expansion of its comprehensive line of
brand name specialty chilled, frozen and canned "ready-to-eat" pre-cut fruit
that offers the benefits of healthy, low-fat foods with a multitude of vitamins
to the increasingly health conscious consumer. The Company's marketing
objectives include increasing "impulse buying" of its retail products by
building greater product visibility through "eye-catching" package designs,
innovative rack systems and trial package promotions. In addition, the Company
utilizes trade promotions, such as quarterly price allowances, to generate
"feature promotion activity" for its products. The SUNFRESH(TM) product line
also receives substantial advertising support in trade publications and national
food shows throughout the year.

In the foodservice and wholesale club markets, the focus is on securing
market leadership in the chilled fruit category, primarily through private label
programs with major foodservice distributors, and a strong branded approach
utilizing the SUNFRESH(TM) and Fruits of Four Seasons(R) labels in the United
States, the Kledor(R) brand in Canada and the Jalapeno Sam(R) brand for the
Company's guacamole products. Marketing efforts in these channels are directed
toward trade usage programs and yearly trade rebates.

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<PAGE> 27

SALES. UniMark's sales organization consists of five sales management
teams primarily focusing on the management of independent food brokers or
international representatives that directly interface with the customer. These
teams are: retail sales, Japanese sales, wholesale club sales, foodservice sales
and Canadian sales.

The retail team is led by a senior vice president of sales and consists of
four regional managers, each with geographic responsibility for approximately 25
percent of the United States. The Company's Japanese exports are directed by an
export sales manager located in Mexico City who deals with agents primarily from
Japanese trading companies. In addition, relationships with the Company's
Japanese customers are handled by the Company's senior executives. The wholesale
club market has one sales manager interfacing directly with key wholesale club
distributors. The foodservice team is guided by a vice president of foodservice
sales. The Company plans to divide the United States foodservice market into
three regions (west, central, and east), with a regional sales manager
overseeing each region. The Company's Canadian sales team operates out of
Deli-Bon and is led by the president of Deli-Bon and two district sales
managers. Deli-Bon uses a system of independent food brokers throughout Canada
although its primary focus is within the Province of Quebec.

Without giving pro forma effect to the Acquisitions, the following table
shows, for the last three years, the amount and percentage of net sales
contributed by the various market segments for the Company's products:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------------------
1993 1994 1995
----------------- ----------------- -----------------
NET NET NET
SALES PERCENT SALES PERCENT SALES PERCENT
------- ------- ------- ------- ------- -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Retail sales......................... $ 9,338 49.4% $ 9,961 39.3% $12,537 34.0%
Japan sales.......................... 3,355 17.8 5,985 23.6 12,116 32.9
Wholesale club sales................. 4,121 21.8 5,073 20.0 7,061 19.2
Foodservice sales.................... 1,045 5.5 962 3.8 861 2.3
Industrial and other sales........... 1,034 5.5 3,365 13.3 4,291 11.6
------- ----- ------- ----- ------- -----
Total...................... $18,893 100.0% $25,346 100.0% $36,866 100.0%
======= ===== ======= ===== ======= =====
</TABLE>

Retail sales. UniMark markets its products to more than 200 regional and
national supermarket chains and wholesalers throughout the United States and
Canada. In conjunction with its own national sales force, UniMark utilizes over
50 independent food brokers and distributors to sell its products.

Japanese sales. UniMark exports a line of pasteurized citrus products and
juice-containing citrus cell-sac products to Japan for use in the food and
beverage industries. Although sales to industrial customers in Japan are
facilitated through Japanese trading companies, the Company maintains direct
relationships with its industrial customers. During 1993, 1994 and 1995, sales
to the Company's Japanese customers, through Mitsui Foods, Inc., a Japanese
trading company, accounted for approximately 10.7%, 19.5% and 27.5%,
respectively, of the Company's net sales (without giving pro forma effect to the
Acquisitions). UniMark is continuing to diversify and expand its customer base
in the Japanese market. UniMark believes that a significant market opportunity
exists in Japan for frozen citrus and tropical fruit products because such
products do not contain additives or preservatives. UniMark's sales to the
Japanese market have been its fastest growing market segment.

Wholesale club sales. UniMark indirectly sells products to Sam's Wholesale
Clubs and other wholesale clubs throughout the United States. During 1993, 1994
and 1995, indirect sales to Sam's Wholesale Clubs accounted for approximately
17.5%, 18.5% and 17.6%, respectively, of the Company's net sales.

Foodservice sales. Sales to the United States government, fast food
chains, restaurants, hospitals and other foodservice customers are made either
directly to or through foodservice distributors by the Company's recently
developed foodservice sales force. UniMark intends to expand its foodservice
business by introducing additional products utilizing its IQF process. The
Company believes that the foodservice business segment represents an opportunity
for significant future growth.

25
<PAGE> 28

Industrial and other sales. Industrial and other sales consist primarily
of IQF melon ball sales to industrial users in the United States for repacking
or further processing. UniMark utilizes an independent food broker to sell its
products to industrial users in the United States.

DISTRIBUTION. UniMark operates its own trucking fleet to transport finished
cut fruit products from its Mexican processing facilities to its distribution
center in Hidalgo, Texas. From there, deliveries are made to UniMark's customers
by independent trucking companies. In Canada, deliveries are made to customers
by independent trucking companies from Deli-Bon's facilities. Products exported
to Japan are shipped directly from Mexico. GISE transports finished product by
common carrier to North American customers. Products to overseas customers are
shipped directly in containers.

GROWING OPERATIONS

To ensure the availability of the highest quality raw materials, UniMark
intends to expand its fruit growing operations in Mexico, utilizing advanced
agricultural practices. UniMark believes that Mexico's favorable climate and
soil conditions, coupled with competitive labor and land costs, offer
significant opportunities to grow high quality fruits in a cost effective
manner. Presently, a majority of the Company's raw materials are provided by
growers under various arrangements, including operating agreements and
individual fixed price contracts to purchase entire production. The following
table sets forth the Company's various agricultural projects:

<TABLE>
<CAPTION>
PROPERTY
NAME LOCATION ACREAGE CROP INTEREST
- ------------------------------- -------------------- --------- ------------------ ----------
<S> <C> <C> <C> <C>
Loma Bonita II Grove(1)........ Loma Bonita, Oaxaca, 625 acres Pink grapefruit Leased
Mexico
Villa Azueta Grove(2).......... Villa Azueta, 325 acres Pineapple 240 acres
Veracruz, Mexico owned and
85 leased
Victoria Grove................. Cd. Victoria, 240 acres Oranges and Owned
Tamaulipas, Mexico Italian lemons
Loma Bonita I Grove............ Loma Bonita, Oaxaca, 190 acres White grapefruit Leased
Mexico
Azteca Grove(3)................ Montemorelos, Nuevo 144 acres White and Rio Red Leased
Leon, Mexico grapefruit
Las Tunas Grove................ Isla, Veracruz, 120 acres White and pink Leased
Mexico grapefruit
</TABLE>

- ---------------

(1) Presently, approximately 240 of the 625 acres consist of a pink grapefruit
grove. The Company intends to plant pineapple on approximately 350 of the
remaining 385 acres of this property.

(2) Villa Azueta is the southern headquarters of UniMark's agricultural
operations. The agricultural headquarters is used for the development of
pineapple seedlings, as well as other agricultural crops. In 1995, the
Company entered into a 10-year lease for this facility and has an option to
purchase the facility for fair market value determined at the time such
option is exercised.

(3) In 1994, ICMOSA entered into a 10-year operating agreement with the owners
of this grove, which is located near the ICMOSA plant in Montemorelos.
Pursuant to the agreement, ICMOSA operates the grove and purchases all the
grapefruit at a formula price tied to the price of grapefruit purchased from
unrelated third parties. The grove consists of approximately 13,000
grapefruit trees and incorporates advanced agricultural technology. Each
tree has a watering and feeding system which can also be utilized as an

anti-freeze system utilizing mist generated by three 500 horsepower boilers.

26
<PAGE> 29

PROCUREMENT

Currently, a substantial quantity of the fruit processed by the Company is
purchased from third parties. However, the Company's Mexican grapefruit growing
operations supply over 80% of the Company's grapefruit demand. In addition, the
Company purchases grapefruit from growers in the Texas Rio Grande Valley for
processing at its ICMOSA plant. For the 1996 growing season, the Company has
entered into operating agreements with Mexican growers of melons to supply the
Company's anticipated demand for melons. Pursuant to these agreements, the
Company supplies the seeds, fertilizer and insecticides and manages the growing
operations. The Company has entered into similar agreements with Mexican growers
of mangos to supply the Company's anticipated demand for mangos. Substantially
all of the oranges and all of the avocados used in the Company's operations are
purchased from third-party growers throughout Mexico. Presently, UniMark
purchases "Grade A" pineapple from growers throughout Mexico. UniMark has
commenced a significant pineapple growing project. Initial production from this
project is scheduled to begin in 1997 and UniMark intends to expand this project
until 2,400 acres are under cultivation. UniMark believes that production from
this project not only will provide UniMark with a high quality supply of
pineapples for processing but also will produce a significant amount of
pineapple for the North American fresh fruit market.

The Company purchases citrus from growers throughout Mexico. GISE's two
juice plants are located in Cd. Victoria, Tamaulipas, Mexico and Poza Rica,
Veracruz, Mexico in the heart of Mexico's two major citrus growing regions. The
State of Veracruz, located along the east coast of Mexico, is Mexico's largest
orange producing state followed by the neighboring states of Tamaulipas and San
Luis Potosi. Citrus from this region is available for processing at GISE's
Veracruz facility early in the season because of this region's southern
location. GISE's Cd. Victoria plant processes fruit grown primarily in the
northeastern region of Mexico. The fruit is transported by common carrier to
GISE's two plants located in Mexico.

PROCESSING

Fruits which will be processed into fruit juice concentrate, fruit juice,
citrus oils and cattle feed are processed at the Company's Cd. Victoria and Poza
Rica, Mexico facilities. All other products are processed at the Company's seven
remaining facilities in Mexico as well as plants in Los Angeles, California and
Quebec City, Canada, as outlined below.

Cut Fruit. Upon arrival at the Company's Mexican processing plants, the
fruit is inspected and washed. On the production line, the fruit is manually
peeled and cut into various presentations (slices, sections, chunks, balls).
Following this process, some fruits are further processed into juice-containing
cell-sacs. In addition, some processed fruits are frozen utilizing the Company's
IQF process. Other processed fruits are transferred directly into bulk storage
or final product packaging (pails, jars and cans). After further processing, the
juice-containing cell-sacs are canned while the frozen products are packaged in
plastic bags or trays. The ICMOSA plant is the Company's main plant and serves
as the hub for the Company's other Mexican processing plants, which primarily
produce semi-processed product. At the ICMOSA plant, products are labeled and
packaged for final shipment. ICMOSA also delivers bulk raw materials to Deli-Bon
for packing into final presentations. Only limited processing takes place at
Deli-Bon. The Company cans fruit at its ICMOSA and Puebla plants.

Juice. GISE's operations are substantially automated. Once the fruit
arrives at a plant, it is unloaded onto rollers. The fruit is then washed and
inspected. Bruised and damaged fruit is removed by hand and the remaining fruit
is then routed to rollers with short needles which extract the oil from the
peel. Once the oil is removed, the fruit is sorted by size and sent to slicing
and squeezing machines. These machines slice the oranges and squeeze the juice
and pulp completely from the peel. The juice is then separated from the pulp and
the water is extracted from the juice. Upon further processing, the juice and
juice concentrate are stored on site until it is shipped directly to customers.

27
<PAGE> 30

The Company's principal processing facilities are described below:

<TABLE>
<CAPTION>
APPROXIMATE
NUMBER OF
EMPLOYEES (AS OF
APPROXIMATE DECEMBER 31, PROPERTY
NAME LOCATION SQUARE FOOTAGE 1995) INTEREST(1)
- ----------------------- -------------------------------- -------------- ----------------- -----------
<S> <C> <C> <C> <C>
ICMOSA Plant........... Montemorelos, Nuevo Leon, Mexico 80,000(2) 1,100 Owned

Victoria Juice Plant... Cd. Victoria, Tamaulipas, Mexico 65,740 155 Owned

Azteca Plant........... Montemorelos, Nuevo Leon, Mexico 50,000 320 Leased

Puebla Plant........... Tlatlauquipec, Puebla, Mexico 50,000 10(3) Owned

Simply Fresh Plant..... Los Angeles, California 45,000 140 Leased

Zamora Plant........... Zamora, Michoacan, Mexico 41,000 3(4) Leased

IHMSA Plant............ Montemorelos, Nuevo Leon, Mexico 40,000 800 Leased

Isla Plant............. Isla, Veracruz, Mexico 32,000 300 Leased

San Rafael Plant....... San Rafael, Veracruz, Mexico 28,500 400 Leased

Veracruz Juice Plant... Poza Rica, Veracruz, Mexico 22,900 60 Leased

Deli-Bon Plant......... Quebec City, Quebec, Canada 16,800 36 Owned
</TABLE>

- ---------------

(1) The agreements pursuant to which this facility is leased by the Company
grants the Company the option to purchase the facility prior to the
expiration of such agreement at a purchase price equal to the then current
fair market value of the facility.

(2) Presently, the Company is constructing a new storage and repacking facility
next to the ICMOSA plant, capable of holding up to approximately 10 million
pounds of semi-processed and finished product. Construction of this facility
commenced in February 1996 and is scheduled for completion in August 1996.

(3) This facility was not in production at December 31, 1995 and commenced
limited operations in February 1996. The Company anticipates that the level
of operations conducted at this facility will increase with the facility
becoming fully operational in 1998. The Company estimates that this facility
has the capacity to employ as many as 1,000 employees when fully
operational.

(4) This facility has not yet commenced production.

RESEARCH AND DEVELOPMENT

The Company's research and development organization provides product,
packaging and process development, analytical and microbiological services, as
well as agricultural research and seed production.

EMPLOYEES

As of March 31, 1996, UniMark employed approximately 3,000 full-time
employees, of whom approximately 2,973 were located in Mexico, 41 were located
in the United States and 38 were located in Canada. As of March 31, 1996, GISE
employed approximately 260 employees in Mexico and Simply Fresh employed
approximately 140 employees in the United States. In Mexico, labor relations are
governed by separate collective labor agreements between UniMark and the unions
representing the particular group of employees. All of UniMark's employees in
Mexico, whether seasonal or permanent, are affiliated with labor unions which
are generally affiliated with a national confederation. Consistent with other
labor practices in Mexico, wages are negotiated every year while other terms are
negotiated every two years.

In the United States and Canada, UniMark's employees are not covered by
collective bargaining agreements. UniMark believes that its relations with all
of its employees are good.

COMPETITION

The food industry, including each of the markets in which the Company
competes, is highly competitive with respect to price and quality (including
taste, texture, healthfulness and nutritional value). The Company faces direct
competition from citrus processors with respect to its existing product lines
and faces potential competition from numerous, well established competitors
possessing substantially greater financial, marketing,

28
<PAGE> 31

personnel and other resources than the Company. The Company's fruit juice
products compete broadly with all beverages available to consumers. In addition,
the food industry is characterized by frequent introduction of new products,
accompanied by substantial promotional campaigns. In recent years, numerous
companies have introduced products positioned to capitalize on growing consumer
preference for fresh fruit products. It can be expected that the Company will be
subject to increasing competition from companies whose products or marketing
strategies address these consumer preferences.

PROPERTIES

In addition to the properties described under "Growing Operations" and
"Processing," the Company maintains its corporate headquarters in Argyle, Texas;
a distribution center in Hidalgo, Texas; a technology development center in Cape
Coral, Florida; and a lodging facility in Cd. Victoria, Tamaulipas, Mexico.

Corporate Headquarters. UniMark leases approximately 13,000 square feet of
office space for its corporate headquarters in Argyle, Texas (located 20 miles
from the Dallas/Fort Worth International Airport) from an entity controlled by
Jorn Budde, the Company's President, Chief Executive Officer and Chairman of the
Board. As of March 31, 1996, UniMark employed 26 people at this facility.

The Hidalgo Distribution Center. The Company's refrigerated distribution
center in Hidalgo, Texas (on the Texas/Mexico border) consists of approximately
22,000 square feet. As of March 31, 1996, 12 people were employed at this
facility.

The UniMark Tech Center. The Company's tech center is located in Cape
Coral, Florida and consists of approximately 13,000 square feet. A substantial
amount of customized equipment used in the Company's operations are manufactured
at this facility.

The GISE Conference Facility. In connection with the GISE Acquisition in
May 1996, the Company acquired an "hacienda" which has been declared a historic
landmark. This lodging facility is located near GISE's plant in Cd. Victoria,
Tamaulipas, Mexico, occupies approximately 90,000 square feet and is situated on
approximately 10 acres. The Company intends to utilize this facility, in part,
as a conference center.

ENVIRONMENTAL MATTERS

As a result of its agricultural, food and juice processing activities, the
Company is subject to numerous foreign and domestic environmental laws and
regulations.

GOVERNMENT REGULATION

The manufacture, processing, packing, storage, distribution and labeling of
food and juice products are subject to extensive regulations enforced by, among
others, the FDA and state, local and foreign equivalents thereof and to
inspection by the United States Department of Agriculture and other federal,
state, local and foreign agencies. Applicable statutes and regulations governing
food products include "standards of identity" for the content of specific types
of foods, nutritional labeling and serving size requirements and under "Good

29
<PAGE> 32

Manufacturing Practices" with respect to production processes. The Company
believes that its products satisfy, and its new products will satisfy, all
applicable regulations and that all of the ingredients used in its products are
"Generally Recognized as Safe" by the FDA for the intended purposes for which
they will be used. The Company, on a daily basis, tests its products at its
internal laboratories and, from time to time, submits samples of its products to
independent laboratories for analysis. Failure to comply with applicable laws
and regulations could subject the Company to civil remedies, including fines,
injunctions, recalls or seizures, as well as potential criminal sanctions, which
could have a material adverse effect on the Company.

PRODUCT LIABILITY AND PRODUCT RECALL

The testing, marketing, distribution and sale of food and beverage products
entails an inherent risk of product liability and product recall. There can be
no assurance that product liability claims will not be asserted against the
Company or that the Company will not be obligated to recall its products.
Although the Company maintains product liability insurance coverage in the
amount of $2,000,000 per occurrence, there can be no assurance that this level
of coverage is adequate. A product recall or a partially or completely uninsured
judgment against the Company could have a material adverse effect on the
Company.

INTELLECTUAL PROPERTY RIGHTS

The Company regards its trademarks, trade dress, trade secrets and similar
intellectual property as important to its success. The Company has been issued a
registered trademark for its Fruits of Four Seasons(R), Jalapeno Sam(R), Fruit
Made Easy(R) and Kledor(R) trademarks. The Company has filed for trademark
protection for its SUNFRESH(TM) trademark. No assurance can be given that the
Company will be successful in obtaining such trademark protection or that the
trademarks will afford the Company any competitive advantages. In connection
with the Simply Fresh Acquisition, the Company has acquired patent rights with
respect to certain fruit cutting machinery.

LEGAL PROCEEDINGS

On May 14, 1996, UniMark Foods instituted a declaratory judgment action in
the United States District Court for the Eastern District of Texas, Sherman
Division, against Sunfresh, Inc. and Loblaw Companies Limited (collectively, the
"Defendants"). The suit arose out of accusations made by the Defendants that
UniMark is violating their tradename rights by UniMark's use of its SUNFRESH(TM)
trademark and the Defendants' demand that UniMark cease use of SUNFRESH(TM) in
connection with the sale, promotion and marketing of food products. The suit
requests a declaratory judgment of non-infringement of the Defendants' tradename
Sunfresh, Inc. and unenforceability of Defendants' corporate tradename against
the Company. The Company believes that the Defendants' accusations are without
any merit and intends to vigorously prosecute this lawsuit.

From time to time the Company is involved in other litigation relating to
claims arising from its operation in the normal course of business or otherwise.

30
<PAGE> 33

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information as of the date of this
Prospectus with respect to the directors, executive officers and key employees
of the Company.

<TABLE>
<CAPTION>
NAME AGE POSITION
- --------------------------------- --- -----------------------------------------------------
<S> <C> <C>
Jorn Budde....................... 52 President, Chief Executive Officer and Chairman of
the Board
Rafael Vaquero Bazan............. 41 Executive Vice President, Chief Operating Officer and
Director of UniMark and President and Chief
Executive Officer of ICMOSA
Jose Martinez Brohez............. 53 President and Chief Executive Officer of GISE(1)
Keith Ford....................... 44 Vice President -- Finance (Chief Accounting Officer),
Secretary and Treasurer
Soren Borre...................... 53 Senior Vice President -- Sales of UniMark Foods
Jeffrey King..................... 37 Senior Vice President -- Marketing of UniMark Foods
Eduardo Vaquero Bazan............ 37 Director and Vice President -- Finance and
Administration of ICMOSA
Pedro Vaquero Garcia............. 69 Director (Honorary Chairman)
Fernando Camacho Casas........... 43 Director
Jakes Jordaan.................... 34 Director
Edward Stone..................... 54 Director
</TABLE>

- ---------------

(1) The Company expects Mr. Martinez to be nominated to the Board of Directors
at its next meeting of shareholders.

The business experience, principal occupations and employment of each of
the directors and executive officers of the Company during at least the past
five years, together with their periods of service as directors and executive
officers of the Company, are set forth below.

Jorn Budde is a co-founder of the Company and has been its President,
Chief Executive Officer and Chairman of the Board since its inception in 1992.
From 1987 until 1991, Mr. Budde served as President of UniMark Sales, Inc., a
company founded and wholly-owned by Mr. Budde, that provided international
consulting and marketing services. From 1984 until 1986, Mr. Budde served as
Vice President of Mission Foods, Inc., a subsidiary of Gruma S.A., a diversified
international foods conglomerate, with significant Mexican operations. From 1976
until 1984, Mr. Budde served in various executive positions with The Jimmy Dean
Companies, a national meat processing company, most recently as Executive Vice
President and Vice Chairman. Prior to 1976, Mr. Budde served in various
positions with Plumrose, Inc., a subsidiary of The East Asiatic Company of
Copenhagen, Denmark, where he started his business career. Mr. Budde has a
degree in International Business from the Copenhagen School of Commerce.

Rafael Vaquero Bazan has served as Executive Vice President, Chief
Operating Officer and a Director of the Company since 1992. Since 1986, Mr.
Vaquero has served as President and Chief Executive Officer of ICMOSA. He has
also served as general manager and has been in charge of operating the ICMOSA
and Azteca packing plants since 1978 and 1986, respectively. Mr. Vaquero served
as President of Amafac, the Mexican National Fruit Sections Packers Association
from 1989 until 1991. Mr. Vaquero is the former President of the National Citrus
Growers Association in Mexico and a former President of the National Citrus
Packers Association in Mexico. He is also a former member of the Board of
Directors of EMIT, a government sponsored entity involved in developing
technology for the Mexican citrus industry. Mr. Vaquero has a Master's Degree in
Business Administration from the University of Monterrey, Mexico. Mr. Rafael
Vaquero Bazan is the son of Mr. Pedro Vaquero Garcia and the brother of Mr.
Eduardo Vaquero Bazan.

Jose Martinez Brohez has served as Chief Executive Officer of GISE since
the GISE Acquisition. Since 1989, he has also served as President and Chairman
of the Board of GISE. Mr. Martinez is a co-founder and

31
<PAGE> 34

has been a Director of the Asociacion Nacional De Procesadores De Citricos, the
Mexican national association of citrus processors since 1991. He is also a Board
member of the following financial institutions: Banco Nacional De Mexico
(Banamex); Bancomer, S.A. at Cd. Victoria, Tamps.; and Casa De Bolsa Arka at
Monterrey, N.L. Mr. Martinez obtained his Bachelor of Science degree from
Monterey Tech and his Master of Science and Ph.D. in Agriculture, Range
Management and Animal Science from Texas A&M University.

Keith Ford joined the Company in 1992 as Vice President -- Finance,
Secretary and Treasurer. From 1990 until 1992, Mr. Ford served as internal
comptroller and financial advisor of ERS, Inc., a privately-held multi-store
specialty retail company. From 1987 to 1990, Mr. Ford served as comptroller of
Papertech, Inc., a privately held paper products importer and distributor. Mr.
Ford has a degree in accounting and is a Certified Public Accountant in the
State of Texas.

Soren Borre joined the Company in 1992 as Vice President -- Sales. From
1989 until 1992, Mr. Borre served as Director of Sales and Marketing for Katrin
Systems, Inc., an international paper products company.

Jeffrey King joined the Company in September 1995 as Vice
President -- Marketing. From January 1994 until joining UniMark, Mr. King served
as Director of Marketing for Mission Foods, Inc., a manufacturer and distributor
of Mexican food products. From 1992 until 1994, Mr. King served as Director of
Marketing for Jimenez Foods, a division of Milnot Company, a consumer foods
product company. From 1990 until 1992, Mr. King served as a Product Manager for
Leaf Corporation, a manufacturer of confectionary products. Mr. King has a
Masters of Management degree from the J.L. Kellogg Graduate School of Management
of Northwestern University.

Eduardo Vaquero Bazan has served as a Director of the Company since April
1994 and as Vice President -- Finance and Administration of ICMOSA since January
1995. From 1988 until 1995, Mr. Vaquero was employed by Industrias Horticolas de
Montemorelos, S.A. de C.V, a frozen fruit and vegetable processing plant, most
recently as General Manager and Director. From 1982 to 1988, Mr. Vaquero served
as a Divisional Director of Banca Serfin, S.A., a regional Mexican bank. Mr.
Eduardo Vaquero Bazan is the son of Mr. Pedro Vaquero Garcia and the brother of
Mr. Rafael Vaquero Bazan.

Pedro Vaquero Garcia is a co-founder of ICMOSA and Azteca. Mr. Vaquero has
served as a Director and Honorary Chairman of the Company since 1994. From 1992
until 1995, Mr. Vaquero served as a member of the Congress of the State of Nuevo
Leon, Mexico. Prior to 1992, Mr. Vaquero held several political offices. Mr.
Pedro Vaquero Garcia is the father of Messrs. Eduardo Vaquero Bazan and Rafael
Vaquero Bazan.

Fernando Camacho Casas has served as a Director of the Company since
December 1994. Since September 1992, Mr. Camacho has served as General Director
and co-founder of Operadora Agros, S.A. de C.V., a Mexican venture capital fund
that invests primarily in the Mexican agricultural, horticultural and food
industries. During 1991 and 1992, he served as a representative of the Mexican
Ministry of Commerce in the North American Free Trade Agreement negotiations.
From 1985 to 1990, Mr. Camacho served as an economist for Probursa, S.A., a
large Mexican investment and securities brokerage firm. Mr. Camacho received his
degree in economics from the Autonomous Technological Institute of Mexico.

Jakes Jordaan has served as a Director of the Company since 1994.
Presently, Mr. Jordaan is a member of Jordaan, Howard & Pennington, PLLC,
Dallas, Texas, a law firm specializing in corporate finance, securities and
complex business litigation. From February 1991 until March 1994, Mr. Jordaan
was a member of the law firm of Munsch, Hardt, Kopf, Harr & Dinan, P.C., Dallas,
Texas, most recently as a shareholder. Mr. Jordaan is the past Chairman of the
Securities Section of the Dallas Bar Association and is a member of the Texas
Bar Association and the American Bar Association.

Edward A. Stone has served as a Director of the Company since 1994. Since
1976, Mr. Stone has been President and Chairman of The Dallas Marketing Group,
Inc., a marketing consulting group whose clients include Heinz Pet Products,
StarKist Seafood, American Airlines, and MetroCel Cellular. Prior to founding
his consulting practice, Mr. Stone held a variety of marketing and general
administration positions in the United States and Canada with The Procter &
Gamble Company, the Clorox Company and Frito-Lay.

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<PAGE> 35

All directors hold office until the next annual meeting of shareholders or
until their successors are elected and qualified. Officers hold their respective
positions until their successors are duly qualified or until they resign or are
removed by the Board of Directors.

THE BOARD OF DIRECTORS

During the fiscal year ended December 31, 1995, there were two meetings of
the Board of Directors and the Board of Directors took action on two occasions
by means of unanimous written consent. Each director attended at least 75% of
the aggregate of (i) the total number of meetings of the Board of Directors held
during the period for which he served as a director and (ii) the total number of
meetings held by all committees of the Board on which he served. The Board has
four committees: Audit, Stock Option Plan, Compensation and Director Option
Plan.

The Audit Committee consists of Messrs. Stone and Jordaan, both
non-management directors. This committee acts as a liaison between the Board of
Directors and the independent auditors. The committee reviews with the
independent auditors the planning and scope of financial statement audits, the
results of those audits and the adequacy of internal accounting controls. It
also monitors other corporate and financial policies. The Audit Committee held
two meetings during the year ended December 31, 1995.

The Stock Option Plan Committee consists of Messrs. Jordaan and Stone, both
non-management directors. This committee is vested with full authority to select
participants, grant options, determine the number of shares subject to each
option, the exercise price of each option and in general, to make, administer
and interpret such regulations as it deems necessary to administer the
Employees' Option Plan. The Stock Option Plan Committee held one meeting during
the year ended December 31, 1995.

The Compensation Committee consists solely of Mr. Stone, a non-management
director. This committee establishes executive compensation policies and makes
recommendations to the Board of Directors.

The Directors' Option Plan Committee administers the Directors' Option
Plan. This committee is currently comprised of Messrs. Jorn Budde and Rafael
Vaquero Bazan.

COMPENSATION OF DIRECTORS

Cash Compensation. No cash compensation has been paid by the Company to
its directors prior to this offering. Directors are reimbursed for their
ordinary and necessary expenses incurred in attending meetings of the Board of
Directors or a committee thereof.

1994 Stock Option Plan for Directors. Effective as of April 15, 1994, the
Directors' Option Plan was approved by the Company's Board of Directors and the
holders of a majority of the outstanding shares of the Company's Common Stock.

A maximum of 100,000 shares of Common Stock (subject to certain
anti-dilution adjustments) may be issued to eligible directors upon the exercise
of options granted under the Directors' Option Plan. Currently, options for
67,500 shares of Common Stock have been granted under the Directors' Option Plan
to Messrs. Stone, Jordaan and Camacho, all of which are currently exercisable.
The average exercise price of such options is $3.90 per share.

Stock options may be granted under the Directors' Option Plan to any
director who is not an employee of the Company and is not a holder of more than
1% of the outstanding shares of the Company's Common Stock or a person who is in
control of such holder ("Eligible Directors").

Eligible Directors automatically receive an initial grant of options to
purchase 20,000 shares of Common Stock upon their appointment to the Board of
Directors, and annual grants of options to purchase 2,500 shares of Common Stock
as of the date following each annual meeting of the Company's shareholders. The
exercise price of options granted under the Directors' Option Plan will be at
least the fair market value of a share of the Common Stock on the date of grant.
Options granted pursuant to the Directors' Option Plan are immediately
exercisable. The expiration date of each option is not more than six years from
the date of grant. Payment for shares purchased upon exercising an option are
made in cash or by certified check, bank draft or money order,

33
<PAGE> 36

or by delivery of previously owned shares of Common Stock held for at least six
months (at their fair market value), or partly in cash and partly in such Common
Stock.

EXECUTIVE COMPENSATION

The following table sets forth the compensation paid by the Company to its
President and Chief Executive Officer for services rendered to the Company in
all capacities during the years ended December 31, 1993, 1994 and 1995. No other
executive officer of the Company had total salary and bonus which exceeded
$100,000 for the Company's fiscal years ended December 31, 1993, 1994 and 1995.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL
COMPENSATION(1)
-------------------
YEAR SALARY
---- --------
<S> <C> <C>
Jorn Budde.............................................................. 1995 $120,000
President and Chief Executive Officer 1994 $ 96,000
1993 $ 96,000
</TABLE>

- ---------------

(1) The Company's President and Chief Executive Officer receives personal
benefits in addition to salary and cash bonuses. The aggregate amount of
such personal benefits, however, does not exceed the lesser of $50,000 or
10% of the total of his annual salary and bonus.

EMPLOYMENT AGREEMENTS

GISE has entered into an Employment Agreement dated as of May 9, 1996 with
Jose Martinez Brohez, (the "Martinez Employment Agreement") pursuant to which
Mr. Martinez has agreed to remain employed by GISE as its President and Chief
Executive Officer until May 9, 2000. The Martinez Employment Agreement provides
for a base salary of $70,000 per year and contains provisions prohibiting Mr.
Martinez from engaging in or investing in any business that competes with GISE
or soliciting any of GISE's employees, during the term of the Martinez
Employment Agreement and for a period of two years thereafter, without the
express written consent of GISE. The Company has no other employment agreements
with its executive officers. The Company's employment agreements with Jorn Budde
and Rafael Vaquero Bazan have recently expired. The Company's Board of Directors
has indicated its intention to enter into new employment contracts with them.

EMPLOYEE STOCK OPTION PLAN

In 1994, the Board of Directors and the shareholders of the Company
approved the adoption of the Employees' Option Plan. Stock options granted
pursuant to the Employees' Option Plan may either be incentive stock options
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Internal Revenue Code"), or non-qualified stock options. The
number of shares of Common Stock originally reserved for issuance pursuant to
the Plan was 480,000 shares. As of May 1, 1996, options for 380,000 shares of
Common Stock were outstanding under the Employees' Option Plan at an average
exercise price of $4.20 per share.

The Employees' Option Plan is administered by the Compensation Committee of
the Board of Directors. Subject to the provisions of the Employees' Option Plan,
the Compensation Committee has the exclusive power to interpret the Employees'
Option Plan, to grant waivers of restrictions thereunder and to adopt such rules
and regulations as it may deem necessary or appropriate in keeping with the
objectives of the Employee's Option Plan.

Options granted pursuant to the Employees' Option Plan become exercisable
on such date or dates as may be established by the Compensation Committee. The
exercise price of options granted under the Employees' Option Plan may not be an
amount less than the market value of Common Stock at the time of grant. The
exercise price must be paid in full in cash at the time an option is exercised
or, if permitted by the Compensation Committee, by means of tendering previously
owned shares of Common Stock, or partly in cash and partly in Common Stock.

34
<PAGE> 37

In the event of a stock split, stock dividend, combination or
reclassification or certain other corporate transactions, the Compensation
Committee is authorized to make appropriate adjustments to the exercise price
and number of shares subject to options granted under the Employee's Option
Plan. Subject to certain limitations, the Board of Directors is authorized to
amend, modify or terminate the Employees' Option Plan to meet any changes in
legal requirements or for any other purpose permitted by law.

INDEMNIFICATION AND LIMITATION ON LIABILITY

The Company's Articles of Incorporation, as amended, and By-laws, as
amended, provide that the Company shall indemnify all directors and officers of
the Company to the fullest extent permitted by the Texas Business Corporation
Act. Under such provisions, any director or officer, who in his capacity as
such, is made or threatened to be made, a party to any suit or proceeding, may
be indemnified if it is determined that such director or officer acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interest of the Company. In addition, the By-laws contain certain provisions
intended to facilitate receipt of such benefits.

As authorized by the Texas Miscellaneous Corporation Laws Act, UniMark's
Articles of Incorporation, as amended, provide that the Company's directors will
have no personal liability to UniMark or its shareholders for monetary damages
for breach or alleged breach of the directors' duty of care. This provision has
no effect on director liability for (i) a breach of the directors' duty of
loyalty to the Company or its shareholders, (ii) acts or omissions not in good
faith that constitute a breach of duty of a director or involving intentional
misconduct or knowing violations of law, (iii) approval of any transaction from
which a director derives an improper personal benefit, or (iv) an act or
omission for which the liability of a director is expressly provided by an
applicable statute. In addition, the Company's Articles of Incorporation, as
amended, provide that any additional liabilities permitted to be eliminated by
subsequent legislation will automatically be eliminated without further
shareholder vote, unless additional shareholder approval is required by such
legislation.

The principal effect of the limitation of liability provision is that a
shareholder is unable to prosecute an action for monetary damages against a
director of the Company unless the shareholder can demonstrate one of the
specified bases for liability.

This provision does not eliminate a director's duty of care. However, the
inclusion of this provision in the Company's Articles of Incorporation, as
amended, may discourage or deter shareholders or management from bringing a
lawsuit against directors for a breach of their fiduciary duties, even though
such an action, if successful, might otherwise have benefitted the Company and
its shareholders. This provision should not affect the availability of equitable
remedies such as an injunction or rescission based upon a director's breach of
the duty of care. Furthermore, it does not eliminate or limit director liability
arising in connection with causes of action brought under the federal securities
laws.

CERTAIN TRANSACTIONS

Effective January 2, 1995, the Company entered into a five-year operating
agreement with Industrias Horticolas de Montemorelos, S.A. de C.V. ("IHMSA") to
operate a freezing plant located in Montemorelos, Nuevo Leon, Mexico. Pursuant
to the terms of the operating agreement, the Company is obligated to pay IHMSA
an operating fee sufficient to cover the interest payments on IHMSA's
outstanding debt (approximately $4.6 million). Interest rates available on the
renewal of the portion of IHMSA's debt which came due during the first quarter
of 1996 have increased significantly due in large part to economic conditions in
Mexico. Since, under the terms of the operating agreement, the Company would
incur any increase in the interest payments, the Company elected to advance
funds to IHMSA to retire the portion of the debt that recently became due rather
than have IHMSA renew it at rates the Company viewed as excessive. At March 31,
1996, advances to IHMSA of $1,800,000 are included in the amount receivable from
related parties. IHMSA is currently seeking to refinance its debt on a long-term
basis. The Company expects repayment of its advance to IHMSA before December 31,
1996. The Company is responsible for all raw material and operating costs and
the sale of the finished goods produced at the IHMSA plant. Payments made
pursuant to the operating

35
<PAGE> 38

agreement were $347,090 during the year ended December 31, 1995. During the term
of the operating agreement, the Company has a right of first refusal to buy the
IHMSA facility at its fair market value as determined at the time the right of
first refusal is exercised. The family of Messrs. Rafael Vaquero Bazan, Eduardo
Vaquero Bazan and Pedro Vaquero Garcia owns an approximate 8% interest in IHMSA.
The Company believes that said arrangement is no less favorable to the Company
than would be available from unrelated third parties.

Effective July 1, 1995, the Company entered into a ten-year operating
agreement with Azteca to operate a processing plant in Montemorelos, Nuevo Leon,
Mexico. The operating agreement provides for payments in the amount of interest
of approximately $220,000 on Azteca's existing debt and asset and property
taxes. During the six-month period ended December 31, 1995, payments made
pursuant to the operating agreement were approximately $25,000. During the term
of the operating agreement, the Company has a right of first refusal to buy the
Azteca facility at its then fair market value. Prior to July 1, 1995, Azteca
co-packed chilled grapefruit sections and mango slices for the Company. During
the six-month period ended June 30, 1995, Azteca co-packed approximately $1.4
million of fruit for the Company. During the year ended December 31, 1995, the
aggregate amount of payments made to Azteca was $143,095. The Company believes
that said arrangements are no less favorable to the Company than would be
available from unrelated third parties. At December 31, 1995 Azteca owned an
approximate 9.2% interest in the Company. The Vaquero family owns collectively
an approximate 14.3% interest in Azteca.

In November 1995, the Company entered into a lease agreement with Loma
Bonita Partners, a Texas general partnership, for approximately 200 hectares
(approximately 494 acres) of land located in Loma Bonita, Veracruz, Mexico for
the development of citrus groves. The lease commenced in December 1995 and
expires in ten years. Messrs. Jorn Budde and Rafael Vaquero are the two general
partners of Loma Bonita Partners. Rent expense on this lease was $5,670 for the
month of December 1995. The Company believes that said lease agreement is on
terms no less favorable to the Company than would be available from unrelated
third parties.

The Company operates a 144 acre grapefruit grove located close to the
ICMOSA plant in Montemorelos, Mexico pursuant to a ten year operating agreement
that expires in 2000. Pursuant to the agreement, the Company operates the grove
and purchases all the grapefruit produced at a formula price tied to purchases
from unrelated third parties. During 1995, the Company purchased approximately
$156,000 of grapefruit pursuant to this agreement. The grove is owned by a
partnership that consists primarily of shareholders of Azteca. The Vaquero
family collectively owns an approximate 14.3% interest in this partnership. The
Company believes that said arrangement is on terms no less favorable to the
Company than would be available from unrelated third parties.

The Company leases its corporate office facility from an entity controlled
by Mr. Budde. Rent expense on this lease was approximately $36,000 for the year
ended December 31, 1995. The Company believes that said arrangement is on terms
no less favorable to the Company than would be available from unrelated third
parties.

During 1995, the Company paid Jordaan, Howard and Pennington, PLLC an
amount of $106,145 for legal services rendered. Mr. Jordaan, a director of the
Company, is a member of Jordaan, Howard & Pennington, PLLC. The Company believes
that said arrangement is on terms no less favorable to the Company than would be
available from unrelated third parties.

FUTURE TRANSACTIONS

Although the Company intends that the terms of any future transactions and
agreements between the Company and its directors, officers, principal
shareholders or other affiliates will be no less favorable than could be
obtained from unaffiliated third parties, no assurances can be given in this
regard. Any such future transactions that are material to the Company and are
not in the ordinary course of business will be approved by a majority of the
Company's independent and disinterested directors.

36
<PAGE> 39

PRINCIPAL AND SELLING SHAREHOLDERS

The following table sets forth certain information as of May 16, 1996, and
as adjusted to reflect the sale of 1,400,000 shares of Common Stock by the
Company and 600,000 shares by the Selling Shareholders in this offering,
regarding the beneficial ownership of the Common Stock by: (i) all persons known
by the Company to own beneficially more than 5% of the Common Stock; (ii) each
director of the Company; (iii) the chief executive officer of the Company; (iv)
all directors and executive officers of the Company as a group; and (v) the
Selling Shareholders. Except as otherwise indicated below, each of the persons
named in the table below has sole voting and investment power with respect to
the securities beneficially owned. All information with respect to ownership by
the Selling Shareholders has been furnished by the Selling Shareholders.

<TABLE>
<CAPTION>
PERCENT OF
OUTSTANDING STOCK
SHARES OWNED
AMOUNT AND NATURE BENEFICIALLY --------------------
NAME AND ADDRESS OF BENEFICIAL SHARES BEING OWNED BEFORE AFTER
OF BENEFICIAL OWNERS(1) OWNERSHIP OFFERED AFTER OFFERING OFFERING OFFERING
- ------------------------------------- ----------------- ------------ -------------- -------- --------
<S> <C> <C> <C> <C> <C>
Rafael Vaquero Bazan(2)(3)........... 802,503 27,889 655,029 11.70% 7.93%
Jorn Budde(2)........................ 619,865 74,878 544,987 9.03 6.61
Pedro Vaquero Garcia(3).............. 549,849 0 430,264 8.01 5.21
Empacadora de Naranjas Azteca S.A.
("Azteca")......................... 545,971 119,585 426,386 7.96 5.16
Kennedy Capital Management,
Inc.(4)............................ 516,000 0 516,000 7.52 6.25
Dr. David Madero Gonzalez............ 465,689 0 465,689 6.79 5.64
Enrique Portilla..................... 418,065 26,500 291,565 6.09 3.53
Fernando Camacho Casas(5)............ 414,065 0 314,065 6.03 3.80
Operadora Agros, S.A. de C.V.
("Agros").......................... 391,565 100,000 291,565 5.71 3.53
Fernando Cantu....................... 111,400 30,000 81,400 1.62 *
Angelina Welsh....................... 66,351 30,000 36,351 * *
Eduardo Vaquero Bazan................ 54,981 12,000 42,981 * *
Jakes Jordaan(6)..................... 47,800 0 47,800 * *
Beatriz Paras........................ 46,223 5,000 41,223 * *
Jose Martinez Brohez................. 34,736 0 34,736 * *
Hector Garza Moreno.................. 32,069 32,069 0 * 0
Empacadora Frutas de Mexico, S.A. de
C.V. .............................. 28,284 14,000 14,284 * *
Guillermo Paras G. .................. 27,865 16,000 11,865 * *
Pedro Garza Cantu.................... 27,657 7,657 20,000 * *
Edward Stone(6)...................... 25,000 0 25,000 * *
Lilia Welsh.......................... 24,784 12,284 12,500 * *
Esperanza Mora....................... 20,453 10,000 10,453 * *
Rodolfo De La Garza.................. 18,641 9,000 9,641 * *
Sara Welsh........................... 12,946 2,500 10,446 * *
Gustavo Menchaca R. ................. 12,632 12,632 0 * 0
Ignacio Landa A. .................... 10,046 6,368 3,678 * *
Armando Trevino...................... 9,877 3,955 5,922 * *
Alicia Gonzales De A. ............... 8,663 8,663 0 * 0
Gerardo Trevino G. .................. 8,433 8,433 0 * 0
Juan Cardenas Fonseca ............... 7,987 7,987 0 * 0
Carlos Cardenas...................... 7,453 3,250 4,203 * *
Armando Guerra....................... 6,180 3,180 3,000 * *
Miguel Albuerne Foz. ................ 4,942 4,942 0 * 0
Sergio Guerra........................ 4,177 4,177 0 * 0
Ricardo Albuerne W. ................. 2,419 2,419 0 * 0
Miguel Albuerne W. .................. 2,419 2,419 0 * 0
Dolores Garcia M. ................... 2,213 2,213 0 * 0
All directors and executive officers
as a group (9 persons)(7).......... 2,032,828 234,352 1,698,476 29.29% 20.37%
</TABLE>

- ---------------

* Less than 1%.

(footnotes on following page)

37
<PAGE> 40

(1) The address for Messrs. Rafael Vaquero Bazan, Jorn Budde and Pedro Vaquero
Garcia is 124 McMakin Road, Lewisville, Texas 75067. The address for Azteca
is Carr. Gral. Terain #102 Apartado 76 Montemorelos, Nuevo Leon Mexico. The
address for Kennedy Capital Management, Inc. is 425 N. New Ballas Road,
Suite 181, St. Louis, Mo. 63141-6821. The address for Agros and Messr.
Fernando Camacho Casas and Enrique Portilla is Descartes No. 54, 1er Piso,
Col. Anzures 11590 Mexico, D.F. The address for Dr. David Madero Gonzales is
Calle Cristal vm 22 Penthous Fraece. Valle del Campestre Montenez, Nuevo
Leon, Mexico.

(2) Messrs. Budde and Vaquero have granted to the Underwriters an option to
purchase up to an additional 16,000 and 7,000 shares of Common Stock,
respectively, solely to cover over-allotments. If the over-allotment option
is exercised in full, these persons will beneficially own 528,987 (6.20%)
and 648,029 (7.59%) shares of Common Stock, respectively.

(3) Includes 545,971 shares of Common Stock held by Azteca.

(4) Except to the extent that the information is believed to be otherwise known
by the Company, the information given is as of or about February 15, 1996,
as reported by Kennedy Capital Management, Inc. in its Schedule 13G filed
with the Securities and Exchange Commission.

(5) Includes 391,565 shares of Common Stock held by Agros, of which Mr. Camacho
is a managing director, and 22,500 shares of Common Stock underlying
presently exercisable stock options. Mr. Camacho disclaims beneficial
ownership of the Agros shares.

(6) Includes 22,500 shares of Common Stock underlying presently exercisable
stock options.

(7) For purposes of the group total, the 545,971 shares held by Azteca
attributed to both Mr. Rafael Vaquero Bazan and Mr. Pedro Vaquero Garcia are
included only once.

DESCRIPTION OF CAPITAL STOCK

The following description of the Company's capital stock and selected
provisions of its Articles of Incorporation and By-laws, as amended is a summary
and is qualified in its entirety by the Company's Articles of Incorporation and
By-laws as amended, copies of which have been filed with the Securities and
Exchange Commission (the "Commission") as exhibits to the Registration Statement
of which this Prospectus is a part.

COMMON STOCK

The Company is authorized to issue 20,000,000 shares of Common Stock, $.01
par value. Holders of Common Stock are entitled to one vote for each share held
in the election of directors and on all other matters submitted to a vote of
shareholders. Cumulative voting of shares of Common Stock is prohibited.
Accordingly, holders of a majority of the shares of Common Stock entitled to
vote in any election of directors may elect all of the directors standing for
election.

Holders of Common Stock are entitled to receive ratably such dividends, if
any, as may be declared by the Board of Directors out of funds legally available
therefor. See "Dividend Policy." Upon the liquidation, dissolution or winding up
of the Company, the holders of Common Stock are entitled to receive ratably the
net assets of the Company available after payment of all debts and other
liabilities. Holders of Common Stock have no preemptive, subscription,
redemption or conversion rights. The outstanding shares of Common Stock are, and
the shares offered by the Company in this offering will be, when issued and paid
for, fully paid and nonassessable.

UNDERWRITERS' WARRANTS

In August 1994, UniMark completed an initial public offering (the "IPO") of
550,000 units (the "Units"), each Unit consisting of three shares of Common
Stock and two redeemable common stock purchase warrants (the "Warrants"). In
connection with the IPO, UniMark issued certain warrants to its underwriting
representatives (the "Underwriters' IPO Warrants") to purchase up to 55,000
Units for $15.00 per Unit. The Underwriters' IPO Warrants are exercisable until
August 11, 1999. The Underwriters' IPO Warrants have certain demand and
incidental registration rights. Presently, Underwriters IPO Warrants covering an
aggregate of 78,190 shares of Common Stock are outstanding.

38
<PAGE> 41

SHAREHOLDER ACTION

Pursuant to the Company's Articles of Incorporation, as amended, with
respect to any action required of or by the holders of the Company's Common
Stock, the affirmative vote of the holders of a majority of the issued and
outstanding shares of Common Stock entitled to vote thereon is sufficient to
authorize, affirm, ratify or consent to such act or action, except as otherwise
provided by law.

Under the Texas Business Corporation Act, shareholders may take certain
actions without the holding of a meeting by a written consent or consents signed
by the holders of a majority of the outstanding shares of the capital stock of
the Company entitled to vote thereon. Prompt notice of the taking of any action
without a meeting by less than unanimous consent of the shareholders is required
to be given to those shareholders who do not consent in writing to the action.
The purposes of this provision are to facilitate action by shareholders and to
reduce the corporate expense associated with annual and special meetings of
shareholders. Pursuant to the rules and regulations of the Commission, if
shareholder action is taken by written consent, the Company will be required to
send each shareholder entitled to vote on the applicable matter, but whose
consent was not solicited, an information statement containing information
substantially similar to that which would have been contained in a proxy
statement.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Stock and Warrants is
Harris Trust and Savings Bank, N.A., Chicago, Illinois.

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this offering, the Company will have 8,261,833 shares of
Common Stock outstanding. All of the 1,400,000 shares sold by the Company in
this offering will be freely transferable without further restriction or
registration under the Securities Act, except for any shares purchased by an
"affiliate" of the Company (as defined under the Securities Act). Of these
8,261,833 shares of Common Stock, 2,541,951 shares are "restricted securities"
under applicable securities laws. Additional shares of Common Stock may become
eligible for sale in the public market from time to time upon exercise of
warrants and stock options.

Holders of restricted securities must comply with the requirements of Rule
144 in order to sell their shares in the open market. In general, under Rule 144
as currently in effect, any affiliate of the Company and any person (or persons
whose sales are aggregated) who has beneficially owned his or her restricted
shares for at least two years, would be entitled to sell in the open market
within any three-month period a number of shares that does not exceed the
greater of: (i) 1% of the then outstanding shares of the Company's Common Stock
(approximately 82,600 shares immediately after this offering); or (ii) the
average weekly trading volume reported on the Nasdaq National Market System
during the four calendar weeks preceding such sale. Sales under Rule 144 are
also subject to certain limitations on manner of sale, notice requirements, and
availability of current public information about the Company. Nonaffiliates who
have held their restricted shares for three years are entitled to sell their
shares under Rule 144 without regard to any of the above limitations, provided
they have not been affiliates of the Company for the three months preceding such
sale. As of May 1, 1996, options to acquire a total of 380,000 shares and 67,500
shares were outstanding under the Employees' Option Plan and the Directors'
Option Plan, respectively. An additional 87,000 shares and 32,500 shares are
available for future option grants under the Employees' Option Plan and the
Directors' Option Plan, respectively. See "Management -- Compensation of
Directors -- Employee Stock Option Plan."

The Company can make no prediction as to the effect, if any, that sales of
shares of Common Stock or the availability of shares for sale will have on the
market price of Common Stock. Nevertheless, sales of significant amounts of
Common Stock could adversely affect the prevailing market price of Common Stock,
as well as impair the ability of the Company to raise capital through the
issuance of additional equity securities.

39
<PAGE> 42

UNDERWRITING

The Underwriters below, for whom Rodman & Renshaw, Inc. ("Rodman") and
Rauscher Pierce Refsnes, Inc. ("Rauscher") are acting as representatives (the
"Representatives"), have severally agreed, subject to the terms and conditions
contained in the Underwriting Agreement, to purchase from the Company and the
Selling Shareholders the number of shares of Common Stock set forth below
opposite their respective names.

<TABLE>
<CAPTION>
UNDERWRITER NUMBER OF SHARES
----------- ----------------
<S> <C>
Rodman & Renshaw, Inc..........................................
Rauscher Pierce Refsnes, Inc...................................
---------
Total................................................ 2,000,000
=========
</TABLE>

The Underwriting Agreement provides that the obligations of the several
Underwriters thereunder are subject to approval of certain legal matters by
counsel and to various other considerations. The nature of the Underwriters'
obligations is such that they are committed to purchase and pay for all of the
above shares of Common Stock if any are purchased.

The Underwriters, through the Representatives, have advised the Company
that they propose to offer the Common Stock initially at the public offering
price set forth on the cover page of this Prospectus; that the Underwriters may
allow to selected dealers a concession of $ per share, and that such
dealers may reallow a concession of $ per share to certain other
dealers. After the public offering, the offering price and other selling terms
may be changed by the Underwriters. The Common Stock is included for quotation
on the Nasdaq National Market.

The Company and certain of the Selling Shareholders have granted to the
Underwriters a 30-day over-allotment option to purchase up to an aggregate of
300,000 additional shares of Common Stock, exercisable at the public offering
price less the underwriting discount. If the Underwriters exercise such
over-allotment option, then each of the Underwriters will have a firm
commitment, subject to certain conditions, to purchase approximately the same
percentage thereof as the number of shares of Common Stock to be purchased by it
as shown in the above table bears to the 2,000,000 shares of Common Stock
offered hereby. The Underwriters may exercise such option only to cover
over-allotments made in connection with the sale of the shares of Common Stock
offered hereby.

The officers, directors, principal shareholders and Selling Shareholders of
the Company have agreed that they will not sell or dispose of any shares of
Common Stock of the Company for a period of 180 days after the later of the date
on which the Registration Statement is declared effective by the Commission or
the first date on which the shares are bona fide offered to the public, without
the prior written consent of the Representatives.

The Company and the Selling Shareholders have agreed to indemnify the
Underwriters against certain liabilities, losses and expenses, including
liabilities under the Securities Act, or to contribute to payments that the
Underwriters may be required to make in respect thereof.

In connection with the offering made hereby, certain Underwriters and
selling group members (if any) or their respective affiliates who are qualified
registered market makers on the Nasdaq National Market may engage in passive
market making transactions in the Common Stock on the Nasdaq National Market in
accordance with Rule 10b-6A under the Exchange Act, during a specified period
before commencement of offers or sales of the Common Stock. The passive market
making transactions must comply with applicable volume and price limits and be
identified as such. In general, a passive market maker may display its bid at a
price not in excess of the highest independent bid for such security; if all
independent bids are lowered below the passive market maker's bid, however, such
bid must then be lowered when certain purchase limits are exceeded.

40
<PAGE> 43

The Company has obtained a $3.0 million, 90-day bank loan, ($2.5 million of
which was used in connection with the Simply Fresh Acquisition) from Confia,
S.A., Institucion de Banca Multiple, Abaco Casa de Bolsa, S.A. de C.V., a wholly
owned subsidiary of Abaco Grupo Financiero, S.A. de C.V. ("AGF"). AGF owns a
majority of the outstanding stock of Rodman & Renshaw Capital Group, Inc.
("RRCG"). Rodman & Renshaw, Inc. is a wholly owned subsidiary of RRCG.

LEGAL MATTERS

The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Jordaan, Howard & Pennington, PLLC, Dallas, Texas.
Members of Jordaan, Howard & Pennington, PLLC beneficially own 149,500 shares of
Common Stock, including 49,500 shares of Common Stock beneficially owned by Mr.
Jordaan, a member of the Company's Board of Directors. Certain legal matters in
connection with the sale of the Common Stock offered hereby will be passed on
for the Underwriters by Katten Muchin & Zavis, a partnership including
professional corporations, Chicago, Illinois.

EXPERTS

The consolidated financial statements of The UniMark Group, Inc. at
December 31, 1994 and 1995, and for the each of the three years in the period
ended December 31, 1995, and the financial statements of Simply Fresh Fruit,
Inc. at December 31, 1995 and for the year then ended, appearing in this
Prospectus and Registration Statement have been audited by Ernst & Young LLP,
independent auditors, as set forth in their reports thereon appearing elsewhere
herein and in the Registration Statement, and are included in reliance upon such
reports given upon the authority of such firm as experts in accounting and
auditing.

The financial statements of Les Produits Deli-Bon Inc. at January 31, 1995
and January 2, 1996, and for the twelve months ended January 31, 1995 and the
eleven months ended January 2, 1996, appearing in this Prospectus and
Registration Statement have been audited by Laberge Lafleur, independent
auditors, as set forth in their report thereon appearing elsewhere herein and in
the Registration Statement, and are included in reliance upon such report given
upon the authority of such firm as experts in accounting and auditing.

The financial statements of Grupo Industrial Santa Engracia, S.A. de C.V.
at December 31, 1995, and for the year then ended, have been audited by Mancera,
S.C. Ernst & Young, independent auditors, and at December 31, 1994, and for each
of the two years in the period ended December 31, 1994, by Garza, Jasso y
Asociados, independent auditors, as set forth in their respective reports
thereon appearing elsewhere herein and in the Registration Statement, and are
included in reliance upon such reports given upon the authority of such firms as
experts in accounting and auditing.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and, in accordance therewith, files reports
and other information with the Commission. Such reports and other information
can be inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
its following regional offices: Suite 1400, 500 West Madison Street, Chicago,
Illinois 60621-2511, and 7 World Trade Center, New York, New York 10048. Also,
copies of such material can be obtained at prescribed rates from the Public
Reference Selection of the Commission at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549.

No person has been authorized to give any information or to make any
representations in connection with the offering described herein other than
those contained in this Prospectus and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. This Prospectus does not constitute an offer of any securities other
than those to which it relates or an offer to sell or a solicitation of an offer
to buy by anyone in any jurisdiction in which such offer or solicitation of an
offer to buy by anyone in any jurisdiction in which such offer or solicitation
is not qualified to do so or to any person to whom it is not lawful to make such
offer or solicitation in such jurisdiction.

41
<PAGE> 44

The Company has filed with the Commission a Registration Statement on Form
S-1 (as amended from time to time and together with all exhibits thereto, the
"Registration Statement") under the Securities Act with respect to the shares of
Common Stock offered hereby. This Prospectus which constitutes a part of the
Registration Statement and does not contain all the information set forth in the
Registration Statement, certain parts of which have been omitted as permitted by
the rules of the Commission. Statements contained in this Prospectus as to the
contents of any contract or other document referred to herein are not
necessarily complete and, where such contract or other document is an exhibit to
the Registration Statement, each such statement is qualified in all respects by
the provisions of such exhibit, to which reference is hereby made for a full
statement of the provisions thereof. For further information pertaining to the
Company and the shares of Common Stock offered hereby, reference is made to the
Registration Statement.

The Registration Statement may be inspected, without charge, and copies may
be obtained, at prescribed rates, at the public reference facilities of the
Commission maintained at Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549, and at the Commission's regional offices at 7 World Trade Center, New
York, New York 10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Copies of the Registration Statement may also be obtained by mail at
prescribed rates, from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549.

42
<PAGE> 45

THE UNIMARK GROUP, INC.

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
THE UNIMARK GROUP, INC.; LES PRODUITS DELI-BON INC.; GRUPO INDUSTRIAL SANTA ENGRACIA, S.A. DE
C.V. AND SIMPLY FRESH FRUIT, INC.
Introduction to Pro Forma Condensed Consolidated Financial Information........................ F-2
Pro Forma Condensed Consolidated Balance Sheet as of March 31, 1996 (Unaudited)............... F-3
Pro Forma Condensed Consolidated Statement of Income for the Year Ended December 31, 1995
(Unaudited)................................................................................. F-4
Pro Forma Condensed Consolidated Statement of Income for the Three Months Ended March 31, 1996
(Unaudited)................................................................................. F-5
Notes to Pro Forma Condensed Consolidated Financial Information (Unaudited)................... F-6
HISTORICAL FINANCIAL INFORMATION
THE UNIMARK GROUP, INC.
Report of Independent Auditors................................................................ F-8
Consolidated Balance Sheets as of December 31, 1994 and 1995 and March 31, 1996 (Unaudited)... F-9
Consolidated Statements of Income for the Years Ended December 31, 1993, 1994 and 1995 and the
Unaudited Three Months Ended March 31, 1995 and 1996........................................ F-10
Consolidated Statements of Shareholders' Equity for the Years Ended December 31, 1993, 1994
and 1995 and the Unaudited Three Months Ended March 31, 1996................................ F-11
Consolidated Statements of Cash Flows for the Years Ended December 31, 1993, 1994 and 1995 and
the Unaudited Three Months Ended March 31, 1995 and 1996.................................... F-12
Notes to Consolidated Financial Statements.................................................... F-13
LES PRODUITS DELI-BON INC.
Auditors' Report.............................................................................. F-24
Balance Sheet as of January 31, 1995 and January 2, 1996...................................... F-25
Statement of Earnings for the Year Ended January 31, 1995 and the Eleven Months Ended January
2, 1996..................................................................................... F-26
Statement of Retained Earnings for the Year Ended January 31, 1995 and the Eleven Months Ended
January 2, 1996............................................................................. F-27
Statement of Changes in Financial Position for the Year Ended January 31, 1995 and the Eleven
Months Ended January 2, 1996................................................................ F-28
Notes to Financial Statements................................................................. F-29
GRUPO INDUSTRIAL SANTA ENGRACIA, S.A. DE C.V.
Reports of Independent Auditors............................................................... F-32
Balance Sheets as of December 31, 1994 and 1995 and March 31, 1996 (Unaudited)................ F-34
Statements of Operations for the Years Ended December 31, 1993, 1994 and 1995 and the
Unaudited Three Months Ended March 31, 1995 and 1996........................................ F-35
Statements of Stockholders' Equity for the Years Ended December 31, 1993, 1994 and 1995 and
the Unaudited Three Months Ended March 31, 1996............................................. F-36
Statements of Cash Flows for the Years Ended December 31, 1993, 1994 and 1995 and the
Unaudited Three Months Ended March 31, 1995 and 1996........................................ F-37
Notes to Financial Statements................................................................. F-38
SIMPLY FRESH FRUIT, INC.
Report of Independent Auditors................................................................ F-45
Balance Sheets as of December 31, 1995 and March 31, 1996 (Unaudited)......................... F-46
Statements of Income and Retained Earnings for the Year Ended December 31, 1995 and the
Unaudited Three Months Ended March 31, 1995 and 1996........................................ F-47
Statements of Cash Flows for the Year Ended December 31, 1995 and the Unaudited Three Months
Ended March 31, 1995 and 1996............................................................... F-48
Notes to Financial Statements................................................................. F-49
</TABLE>

F-1
<PAGE> 46

PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
(UNAUDITED)

On January 3, 1996, the Company acquired all the outstanding shares of
capital stock of Les Produits Deli-Bon Inc. ("Deli-Bon"), a Quebec corporation,
which is a processor of fruit and primarily targets the foodservice industry.
Total consideration for the purchase of the shares included approximately: (i)
$787,000 in cash; (ii) a $49,000 six-month promissory note and (iii) 28,510
shares of Common Stock.

On May 9, 1996, the Company acquired all the outstanding shares of capital
stock of Grupo Industrial Santa Engracia, S.A. de C.V., a Mexican company
("GISE"), which is a processor of citrus concentrate, oils and juices. Total
consideration for the purchase of the shares included 782,614 shares of Common
Stock and contingent consideration of up to an additional $8.0 million of Common
Stock or cash if certain future earnings targets are achieved.

Also on May 9, 1996, the Company acquired all the outstanding shares of
capital stock of Simply Fresh Fruit, Inc., a California corporation ("Simply
Fresh"), which is a processor of fruit and primarily targets the foodservice
industry. Total consideration for the purchase of the shares included
approximately: (i) $2,500,000 in cash; (ii) 90,909 shares of Common Stock and
(iii) $1 million in cash payable in consideration for a five-year covenant not
to compete.

The unaudited pro forma condensed consolidated balance sheet of the
Company, GISE and Simply Fresh, as of March 31, 1996, reflects these
acquisitions as if they had occurred on March 31, 1996.

The unaudited pro forma condensed consolidated statements of income for the
year ended December 31, 1995 and the three months ended March 31, 1996 reflects
these acquisitions as if they had occurred on January 1, 1995.

Historically, Simply Fresh has purchased fresh fruit on the open market for
processing at their facility in Los Angeles, California. UniMark intends to
provide Simply Fresh with fresh fruit processed at its facilities in Mexico at a
significant cost savings to Simply Fresh. UniMark is exercising its plan to
initially provide pineapple and melons to Simply Fresh this season. Accordingly,
a reduction in Simply Fresh's cost of products sold equal to the estimated cost
savings (Simply Fresh's actual cost minus UniMark's cost delivered to Los
Angeles) of UniMark providing 50% of the pineapple and melons processed by
Simply Fresh during 1995 has been reflected as an adjustment in the unaudited
pro forma condensed consolidated statements of income.

The unaudited pro forma condensed consolidated balance sheets and
statements of income should be read in conjunction with the separate historical
financial statements of the Company, GISE, Simply Fresh and Deli-Bon, and
related notes appearing elsewhere in this Prospectus. The pro forma financial
information is not necessarily indicative of the results that would have been
reported had such events actually occurred on the dates specified, nor is it
necessarily indicative of the future results of the combined Company.

F-2
<PAGE> 47

THE UNIMARK GROUP, INC.; GRUPO INDUSTRIAL SANTA ENGRACIA, S.A. DE C.V.; AND

SIMPLY FRESH FRUIT, INC.

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)

MARCH 31, 1996

ASSETS

<TABLE>
<CAPTION>
PRO FORMA
SIMPLY ADJUSTMENTS PRO FORMA
UNIMARK GISE FRESH (NOTE 2) BALANCE
------- ------- ------ ----------- ---------
(IN THOUSANDS OF U.S. DOLLARS)
<S> <C> <C> <C> <C> <C>
Current assets:
Cash and cash equivalents................. $ 1,703 $ 726 $ 4 $(2,500)(a) $ 2,933
3,000(b)
Receivables............................... 7,785 1,429 797 -- 10,011
Inventories............................... 7,448 4,028 187 -- 11,663
Taxes receivable.......................... 751 231 49 -- 1,031
Deferred income taxes..................... 68 -- 11 -- 79
Prepaid expenses.......................... 232 45 63 -- 340
------- ------ ------ ------- -------
Total current assets........................ 17,987 6,459 1,111 500 26,057
Marketable securities....................... -- -- 91 -- 91
Property, plant and equipment............... 10,304 3,817 406 4,275(c) 18,802
Deferred income taxes....................... 132 1,399 14 -- 1,545
Goodwill.................................... 279 -- -- 5,073(d) 5,352
Covenant not to compete..................... 189 -- -- 803(e) 992
Other assets................................ 299 -- 162 -- 461
------- ------ ------ ------- -------
$29,190 $11,675 $1,784 $10,651 $53,300
======= ====== ====== ======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term borrowings..................... $ 4,259 $ 2,992 $ -- $ 3,000(b) $10,251
Current portion of long-term debt......... 150 207 127 133(f) 617
Accounts payable.......................... 3,417 1,166 976 -- 5,559
Accrued expenses.......................... 1,690 971 203 -- 2,864
Income taxes payable...................... 217 -- -- -- 217
Deferred income taxes..................... 2,072 1,712 -- -- 3,784
------- ------ ------ ------- -------
Total current liabilities................... 11,805 7,048 1,306 3,133 23,292
Long-term debt, less current portion........ 932 2,298 205 670(g) 4,105
Deferred income taxes....................... 55 -- -- -- 55
Shareholders' equity:
Common stock.............................. 60 1,823 22 (1,836)(h) 69
Additional paid-in capital................ 13,538 -- -- 9,441(i) 22,979
Retained earnings......................... 2,800 506 251 (757)(j) 2,800
------- ------ ------ ------- -------
Total shareholders' equity.................. 16,398 2,329 273 6,848 25,848
------- ------ ------ ------- -------
$29,190 $11,675 $1,784 $10,651 $53,300
======= ====== ====== ======= =======
</TABLE>

See accompanying notes to unaudited pro forma condensed consolidated financial

information.

F-3
<PAGE> 48

THE UNIMARK GROUP, INC.; GRUPO INDUSTRIAL SANTA ENGRACIA, S.A. DE C.V.;

SIMPLY FRESH FRUIT, INC. AND LES PRODUITS DELI-BON INC.

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
YEAR ENDED DECEMBER 31, 1995

<TABLE>
<CAPTION>
PRO FORMA
SIMPLY ADJUSTMENTS PRO FORMA
UNIMARK GISE FRESH DELI-BON (NOTE 3) BALANCE
------- ------- ------ -------- ----------- ---------
(IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C>
Net sales........................ $36,866 $13,915 $8,918 $2,675 $ -- $62,374
Cost of products sold............ 24,192 7,776 6,990 2,019 (547)(a) 40,762
332(b)
------- ------- ------ ------ ----- -------
12,674 6,139 1,928 656 215 21,612
Selling, general and
administrative expenses........ 8,423 1,987 1,813 587 (327)(c) 12,916
355(d)
78(b)
------- ------- ------ ------ ----- -------
Income from operations........... 4,251 4,152 115 69 109 8,696
Other income (expense):
Interest expense............... (318) (922) (33) (12) (198)(e) (1,483)
Interest income................ 470 201 9 -- -- 680
Foreign currency transaction
gain (loss)................. 124 (868) -- -- -- (744)
Other.......................... 98 -- 8 -- -- 106
------- ------- ------ ------ ----- -------
374 (1,589) (16) (12) (198) (1,441)
------- ------- ------ ------ ----- -------
Income before income taxes....... 4,625 2,563 99 57 (89) 7,255
Income tax expense............... 1,678 1,009 29 13 24(f) 2,753
------- ------- ------ ------ ----- -------
Net income....................... $ 2,947 $ 1,554 $ 70 $ 44 $(113) $ 4,502
======= ======= ====== ====== ===== =======
Earnings per share:
Primary........................ $ 0.53 $ 0.69
======= =======
Fully diluted.................. $ 0.51 $ 0.67
======= =======
</TABLE>

See accompanying notes to unaudited pro forma condensed consolidated financial
information.

F-4
<PAGE> 49

THE UNIMARK GROUP, INC.; GRUPO INDUSTRIAL SANTA ENGRACIA, S.A. DE C.V.; AND

SIMPLY FRESH FRUIT, INC.

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)

THREE MONTHS ENDED MARCH 31, 1996

<TABLE>
<CAPTION>
PRO FORMA
SIMPLY ADJUSTMENTS PRO FORMA
UNIMARK GISE FRESH (NOTE 4) BALANCE
------- ------ ------ ----------- ---------
(IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
Net sales.................................. $11,278 $3,646 $1,859 $ -- $16,783
Cost of products sold...................... 7,197 2,547 1,652 (137)(a) 11,335
76(b)
------- ------- ------ ----- -------
4,081 1,099 207 61 5,448
Selling, general and administrative
expenses................................. 2,739 392 338 19(b) 3,541
(18)(c)
71(d)
------- ------- ------ ----- -------
Income (loss) from operations.............. 1,342 707 (131) (11) 1,907
Other income (expense):
Interest expense......................... (104) (211) (8) (103)(e) (426)
Interest income.......................... 184 18 1 -- 203
Foreign currency transaction gain
(loss)................................ (51) 51 -- -- --
Other.................................... 3 -- -- -- 3
------- ------- ------ ----- -------
32 (142) (7) (103) (220)
------- ------- ------ ----- -------
Income (loss) before income taxes.......... 1,374 565 (138) (114) 1,687
Income tax expense (benefit)............... 458 (49) (44) (30)(e) 335
------- ------- ------ ----- -------
Net income (loss).......................... $ 916 $ 614 $ (94) $ (84) $ 1,352
======= ======= ====== ===== =======
Earnings per share:
Primary.................................. $ 0.14 $ 0.19
======= =======
Fully diluted............................ $ 0.14 $ 0.19
======= =======
</TABLE>

See accompanying notes to unaudited pro forma condensed consolidated financial
information.

F-5
<PAGE> 50

THE UNIMARK GROUP, INC.; GRUPO INDUSTRIAL SANTA ENGRACIA, S.A. DE C.V.;

SIMPLY FRESH FRUIT, INC. AND LES PRODUITS DELI-BON INC.

NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
(UNAUDITED)

NOTE 1 -- SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

Deli-Bon

The accompanying historical financial statements of Deli-Bon were prepared
in accordance with the accounting principles generally accepted in Canada and
are presented in Canadian dollars. No material variations exist between these
principles and those generally accepted in the United States.

Deli-Bon amounts presented in the pro forma condensed consolidated
statement of income for the year ended December 31, 1995 consist of the
historical statement of earnings of Deli-Bon for the eleven months ended January
2, 1996, plus results of operations for the one month ended January 31, 1995, to
reflect a comparative twelve months of operations. This result was converted
into U.S. dollars at the average exchange rate for the year of $.7285.

The historical financial statements of UniMark at March 31, 1996 and for the
three months then ended include Deli-Bon from its January 2, 1996 date of
acquisition. Therefore, the March 31, 1996 pro forma condensed consolidated
financial information is not adjusted for the Deli-Bon acquisition.

GISE

The accompanying historical financial statements of GISE were prepared in
accordance with U.S. generally accepted accounting principles and are presented
in pesos. GISE amounts presented in the pro forma condensed consolidated balance
sheets consist of the GISE historical balance sheet amounts which were converted
into U.S. dollars at the year end exchange rate of 7.7396 pesos and the March
31, 1996 exchange rate of 7.5526 pesos. GISE amounts presented in the pro forma
condensed consolidated statements of income consist of the GISE historical
statements of income amounts, which were converted into U.S. dollars at the
average exchange rate for the year ended December 31, 1995 of 6.4647 pesos and
for the three months ended March 31, 1996 of 7.5237 pesos.

NOTE 2 -- PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET ADJUSTMENTS

(a) To record the aggregate cash portion of the consideration paid in
connection with the Simply Fresh Acquisition of $2,500,000.

(b) To record a $3,000,000, 90-day bank loan bearing interest at 11.5% per
annum, $2,500,000 of which was used to fund the cash portion of the
consideration paid in connection with the Simply Fresh Acquisition.

(d) To record aggregate goodwill resulting from the GISE Acquisition of
$1,796,000, and the Simply Fresh Acquisition of $3,277,000.

(e) To record the aggregate present value discounted at 9% of the
consideration to be paid in connection with non-compete agreements executed in
connection with the Simply Fresh Acquisition, $803,000.

(f) To record the current portion of amounts payable under non-compete
agreements executed in connection with the Simply Fresh Acquisition, $133,000.
(See Note (e) above).

(g) To record the non-current portion of amounts payable under non-compete
agreements executed in connection with the Simply Fresh Acquisition, $670,000.
(See Note (e) above).

(h) To eliminate the capital accounts of GISE, $1,823,000 and Simply Fresh,
$22,000, offset by the recording of the par value of $.01 per share in
connection with shares issued to GISE, 782,614 shares and Simply Fresh, 90,909
shares.

(i) To record the additional paid-in capital resulting from the excess of
the value of Common Stock issued in connection with the Acquisitions over the
par value of such shares.

F-6
<PAGE> 51

THE UNIMARK GROUP, INC.; GRUPO INDUSTRIAL SANTA ENGRACIA, S.A. DE C.V.;

SIMPLY FRESH FRUIT, INC. AND LES PRODUITS DELI-BON INC.

NOTES TO PRO FORMA CONDENSED CONSOLIDATED

FINANCIAL INFORMATION -- (CONTINUED)

(UNAUDITED)

NOTE 2 -- PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET ADJUSTMENTS (CONTINUED)

(j) To eliminate the retained earnings of GISE and Simply Fresh resulting
from their acquisitions.

NOTE 3 -- PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME ADJUSTMENTS --

YEAR ENDED DECEMBER 31, 1995

(a) To record the reduction in Simply Fresh's cost of products sold equal
to the estimated cost savings (Simply Fresh's actual cost minus UniMark's cost
delivered to Los Angeles) of UniMark providing 50% of the pineapple and melons
processed by Simply Fresh during 1995.

(b) To record increased depreciation expense over estimated useful lives
ranging from 3-25 years as a result of the increased carrying value of fixed
assets of GISE and Deli-Bon. (See Note 2(c)).

(c) To reflect the elimination of excess compensation in the amount of
$108,000 attributable to the reduction in salary of a former shareholder of
Simply Fresh and the elimination of $219,000 in fees paid to a company owned by
the former Chairman of the Board of Simply Fresh in connection with procurement
of fruit, which fees will no longer be paid following the Simply Fresh
Acquisition.

(d) To record the amortization of goodwill over 40 years for GISE and
Simply Fresh, and 20 years for Deli-Bon amounting to an aggregate of $154,000,
and the amortization of non-compete agreements over their five-year terms
amounting to an aggregate of $201,000.

(e) To record (i) interest expense amounting to $2,000 on a $49,000
short-term note payable issued to a former shareholder of Deli-Bon in connection
with the Deli-Bon Acquisition; (ii) interest expense amounting to $114,000 on a
$3,000,000, 90-day bank loan, $2.5 million of which was used to fund the cash
portion of the consideration paid in connection with the Simply Fresh
Acquisition; and (iii) accretion amounting to $201,000 on non-compete agreements
executed in connection with the Simply Fresh Acquisition and the Deli-Bon
Acquisition. (See Notes 2(g) and (b) above).

(f) To record the increase in income tax expense incurred as a result of
the pro forma adjustments after consideration of non-deductible goodwill
amounting to $154,000.

NOTE 4 -- PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME ADJUSTMENTS
-- THREE MONTHS ENDED MARCH 31, 1996

(b) To record increased depreciation expense over estimated useful lives
ranging from 3-25 years as a result of the increased carrying value of fixed
assets of GISE. (See Note 2(c)).

(c) To reflect the elimination of excess compensation in the amount of
$18,000 attributable to the reduction in salary of a former shareholder of
Simply Fresh.

(d) To record the amortization of goodwill over 40 years for GISE and
Simply Fresh, amounting to an aggregate of $31,000, and the amortization of
non-compete agreements over their five-year terms amounting to an aggregate of
$40,000.

(e) To record (i) interest expense amounting to $85,000 on a $3,000,000,
90-day bank loan, $2.5 million of which was used to fund the cash portion of the
consideration paid in connection with the Simply Fresh Acquisition; and (ii)
accretion amounting to $18,000 on non-compete agreements executed in connection
with the Simply Fresh Acquisition. (See Note 2 (b) above).

(f) To record an income tax benefit as a result of the pro forma
adjustments after consideration of non-deductible goodwill amounting to $31,000.

F-7
<PAGE> 52

REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Shareholders
The UniMark Group, Inc.

We have audited the accompanying consolidated balance sheets of The UniMark
Group, Inc. (the Company) as of December 31, 1994 and 1995, and the related
consolidated statements of income, shareholders' equity, and cash flows for each
of the three years in the period ended December 31, 1995. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
The UniMark Group, Inc. at December 31, 1994 and 1995, and the consolidated
results of its operations and its cash flows for each of the three years in the
period ended December 31, 1995, in conformity with generally accepted accounting
principles.

ERNST & YOUNG LLP

Dallas, Texas
February 26, 1996, except for
Note 13, as to which
the date is May 9, 1996

F-8
<PAGE> 53

THE UNIMARK GROUP, INC.

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE AMOUNTS)

ASSETS

<TABLE>
<CAPTION>
DECEMBER 31,
------------------- MARCH 31,
1994 1995 1996
------- ------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents................................... $ 803 $ 6,286 $ 1,703
Accounts receivable -- trade, net of allowance of $50 in
1994 and $70 in 1995 and $78 at March 31, 1996
(unaudited).............................................. 3,255 4,298 5,866
Accounts receivable -- other................................ 107 134 --
Receivables from related parties (Note 6)................... 289 90 1,882
Due from shareholders (Note 6).............................. 73 52 37
Inventories (Note 2)........................................ 2,902 6,182 7,448
Income and value added taxes receivable..................... 80 824 751
Deferred income taxes (Note 8).............................. 27 81 68
Prepaid expenses............................................ 108 300 232
------- ------- -------
Total current assets................................ 7,644 18,247 17,987
Property, plant and equipment, net of accumulated depreciation
of $1,124 in 1994 and $1,449 in 1995 and $1,645 at March 31,
1996 (unaudited) (Notes 3 and 5)............................ 2,911 7,689 10,304
Deferred income taxes (Note 8)................................ 458 338 132
Other assets.................................................. 163 224 767
------- ------- -------
Total assets........................................ $11,176 $26,498 $29,190
======= ======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term borrowings (Note 4).............................. $ 1,240 $ 3,545 $ 4,259
Current portion of long-term debt........................... 486 183 150
Accounts payable -- trade................................... 940 4,356 3,417
Payable to related parties.................................. 289 -- --
Accrued expenses............................................ 455 943 1,690
Income taxes payable........................................ 125 13 217
Deferred income taxes (Note 8).............................. 298 1,726 2,072
------- ------- -------
Total current liabilities........................... 3,833 10,766 11,805
Long-term debt, less current portion (Note 5)................. 919 699 932
Deferred income taxes (Note 8)................................ 32 55 55
Commitments (Note 7)
Shareholders' equity (Notes 9, 10 and 11)
Common stock, $0.01 par value:
Authorized shares -- 20,000,000
Issued and outstanding shares -- 4,650,000 in 1994,
5,918,050 in 1995 and 5,983,310 at March 31, 1996
(unaudited)............................................ 47 59 60
Additional paid-in capital.................................. 7,408 13,035 13,538
Retained earnings (Note 11)................................. (1,063) 1,884 2,800
------- ------- -------
Total shareholders' equity.......................... 6,392 14,978 16,398
------- ------- -------
Total liabilities and shareholders' equity.......... $11,176 $26,498 $29,190
======= ======= =======
</TABLE>

See accompanying notes.

F-9
<PAGE> 54

THE UNIMARK GROUP, INC.

CONSOLIDATED STATEMENTS OF INCOME

(IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
------------------------------- ------------------
1993 1994 1995 1995 1996
------- ------- ------- ------ -------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Net sales (Note 12)....................... $18,893 $25,346 $36,866 $8,483 $11,278
Cost of products sold (Note 6)............ 12,941 17,943 24,192 5,927 7,197
------- ------- ------- ------ -------
5,952 7,403 12,674 2,556 4,081
Selling, general and administrative
expenses................................ 5,319 5,873 8,423 1,777 2,739
------- ------- ------- ------ -------
Income from operations.................... 633 1,530 4,251 779 1,342
Other income (expense):
Interest expense........................ (410) (469) (318) (122) (104)
Interest income......................... -- -- 470 94 184
Foreign currency transaction gain
(loss)............................... (8) (16) 124 (123) (51)
Other income............................ 19 85 98 4 3
------- ------- ------- ------ -------
(399) (400) 374 (147) 32
------- ------- ------- ------ -------
Income before income taxes................ 234 1,130 4,625 632 1,374
Income tax expense (benefit) (Note 8)..... 161 115 1,678 (165) 458
------- ------- ------- ------ -------
Net income................................ $ 73 $ 1,015 $ 2,947 $ 797 $ 916
======= ======= ======= ====== =======
Earnings per share:
Primary................................. $ 0.02 $ 0.28 $ 0.53 $ 0.16 $ 0.14
======= ======= ======= ====== =======
Fully diluted........................... $ 0.02 $ 0.28 $ 0.51 $ 0.16 $ 0.14
======= ======= ======= ====== =======
</TABLE>

See accompanying notes.

F-10
<PAGE> 55

THE UNIMARK GROUP, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
ADDITIONAL
COMMON PAID-IN RETAINED
SHARES STOCK CAPITAL EARNINGS TOTAL
---------- ------ ---------- -------- -------
(IN THOUSANDS, EXCEPT FOR SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
Balance at January 1, 1993............. 3,000,000 $ 30 $ 2,192 $ (2,151) $ 71
Net income........................... -- -- -- 73 73
--------- --- ------- ------- -------
Balance at December 31, 1993........... 3,000,000 30 2,192 (2,078) 144
Shares issued for cash in initial
public offering, net of offering
expenses
(Note 10)......................... 1,650,000 17 5,216 -- 5,233
Net income........................... -- -- -- 1,015 1,015
--------- --- ------- ------- -------
Balance at December 31, 1994........... 4,650,000 47 7,408 (1,063) 6,392
Exercise of warrants and options, net
of offering expenses
(Notes 9 and 10).................. 1,268,050 12 5,627 -- 5,639
Net income........................... -- -- -- 2,947 2,947
--------- --- ------- ------- -------
Balance at December 31, 1995........... 5,918,050 59 13,035 1,884 14,978
Exercise of warrants and issuance of
shares (unaudited)................ 65,260 1 503 -- 504
Net income (unaudited)............... -- -- -- 916 916
--------- --- ------- ------- -------
Balance at March 31, 1996
(unaudited).......................... 5,983,310 $ 60 $ 13,538 $ 2,800 $16,398
========= === ======= ======= =======
</TABLE>

See accompanying notes.

F-11
<PAGE> 56

THE UNIMARK GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
----------------------------- ------------------
1993 1994 1995 1995 1996
------- ------- ------- ------- -------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net income................................... $ 73 $ 1,015 $ 2,947 $ 797 $ 916
Adjustments to reconcile net income to net
cash (used in) provided by operating
activities:
Depreciation and amortization.............. 218 252 495 86 238
Deferred income taxes...................... 141 (325) 1,406 (181) 531
Changes in operating assets and
liabilities:
Receivables............................. (599) (1,577) (1,615) 670 (2,881)
Inventories............................. (1,734) 668 (3,280) 190 (1,180)
Prepaid expenses........................ 36 (81) (192) (30) 79
Accounts payable and accrued expenses... 993 (1,559) 3,615 168 (521)
Income taxes payable.................... (22) 132 (112) (120) 201
------- ------- ------- ------- -------
Net cash (used in) provided by operating
activities................................. (894) (1,475) 3,264 1,580 (2,617)
INVESTING ACTIVITIES
Acquisition costs for Deli-Bon............... -- -- -- -- (64)
Purchase of Deli-Bon shares.................. -- -- -- -- (986)
Net decrease in amounts due from
shareholders............................... (53) 71 21 -- --
Purchases of property, plant, and
equipment.................................. (143) (1,218) (5,209) (321) (1,884)
Other........................................ (17) (72) (14) (9) (104)
------- ------- ------- ------- -------
Net cash used in investing activities........ (213) (1,219) (5,202) (330) (3,038)
FINANCING ACTIVITIES
Net proceeds from the issuance of stock...... -- 5,233 5,639 -- 504
Net (decrease) increase in short-term
borrowings................................. 1,119 (1,535) 2,305 (40) 714
Proceeds from long-term debt................. 635 -- -- -- --
Payments of long-term debt................... (434) (511) (523) (198) (146)
------- ------- ------- ------- -------
Net cash provided by (used in) financing
activities................................. 1,320 3,187 7,421 (238) 1,072
------- ------- ------- ------- -------
Net increase (decrease) in cash and cash
equivalents................................ 213 493 5,483 1,012 (4,583)
Cash and cash equivalents at beginning of
period..................................... 97 310 803 803 6,286
------- ------- ------- ------- -------
Cash and cash equivalents at end of period... $ 310 $ 803 $ 6,286 $ 1,815 $ 1,703
======= ======= ======= ======= =======
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid.............................. $ 362 $ 473 $ 289
======= ======= =======
Income taxes paid.......................... $ 107 $ 74 $ 521
======= ======= =======
</TABLE>

See accompanying notes.

F-12
<PAGE> 57

THE UNIMARK GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995

INFORMATION IN THE FOLLOWING FOOTNOTES AS OF MARCH 31, 1995 AND 1996

AND FOR THE THREE MONTH PERIODS THEN ENDED IS UNAUDITED.

NOTE 1 -- SIGNIFICANT ACCOUNTING POLICIES

Description of Business: The UniMark Group, Inc. ("the Company") was
incorporated in the state of Texas on January 3, 1992. During the period from
January 3, 1992 (inception) through December 31, 1992, 3,000,000 shares of the
Company's common stock were exchanged for the issued and outstanding common
shares of UniMark Foods, Inc., which was owned by the same shareholders as the
Company. Since the companies were under common control, the transaction was
accounted for using historical costs. Additionally, 800 shares of common stock
of UniMark International, Inc. were acquired for $800 during that same period,
giving the Company an 80% interest which was increased to a 100% interest with
the acquisition of the remaining 200 shares during 1994. On August 11, 1994,
1,300,950 shares of the Company's common stock were exchanged for all of the
issued and outstanding common shares of Industrias Citricolas de Montemorelos,
S.A. de C.V. ("ICMOSA"), a Mexican corporation. The transaction was accounted
for in a manner similar to a pooling-of-interests using historical costs and,
accordingly, the accompanying financial statements include the accounts and
operations of ICMOSA for all periods prior to the stock exchange. The Company is
in the principal business of growing, processing, marketing and distributing
niche citrus and tropical fruit products, including chilled and canned cut
fruits and other specialty food ingredients.

Principles of Consolidation: The consolidated financial statements include
the accounts of The UniMark Group, Inc. and its subsidiaries, all of which are
wholly owned. All significant intercompany accounts and transactions have been
eliminated.

Foreign Operations: A significant portion of the Company's operations are
located in Mexico and a significant portion of the Company's fruit is procured
in Mexico. In addition, substantially all of ICMOSA's employees are affiliated
with labor unions. As is typical in Mexico, wages are renegotiated every year
while other terms are negotiated every two years. Recently, Mexico has faced
turbulent political and economic times. Should political unrest spread or
political leadership or other causes vastly change economic conditions in
Mexico, the Company's operations could be adversely affected.

Use of Estimates: The preparation of the financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.

Cash Equivalents: The Company considers all highly liquid investments with
original maturities of three months or less when purchased to be cash
equivalents.

Concentration of Credit Risk: The Company manufactures and sells niche
citrus and tropical fruit products and other specialty food ingredients to
customers in the foodservice and retail industries in the United States, Canada
and Japan. The Company performs periodic credit evaluations of its customers'
financial condition and generally does not require collateral. Trade receivables
generally are due within 30 days. Credit losses have been within management's
expectations. A significant portion of sales is made to two customers. One
customer accounted for 10.7%, 19.5% and 27.5% and another customer accounted for
17.5%, 18.5% and 17.6% of the Company's net sales during the years ended
December 31, 1993, 1994 and 1995, respectively.

Inventories: Inventories held in the United States are carried at the lower
of cost or market using the first-in, first-out method. Mexican inventories are
valued at the lower of cost or market using average historical cost.

F-13
<PAGE> 58

THE UNIMARK GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Property, Plant and Equipment: Property, plant and equipment are stated at
cost. Depreciation is computed by the straight-line method over the following
lives:

<TABLE>
<S> <C>
Building............................................................... 20 years
Machinery and equipment................................................ 5-12.5 years
Transportation equipment............................................... 5-7 years
Computer equipment..................................................... 4-7 years
Office equipment....................................................... 5-10 years
Automobiles............................................................ 3 years
</TABLE>

Foreign Currency Transactions: The functional currency of the Company and
its subsidiaries is the United States dollar. Transactions in foreign currency
are recorded at the prevailing exchange rate on the day of the related
transaction. Assets and liabilities denominated in foreign currency are
remeasured to dollars at the prevailing exchange rate as of the balance sheet
date. Exchange rate differences are reflected in the current year's operations.

Income Taxes: Deferred tax assets and liabilities are determined based on
differences between financial reporting and tax bases of assets and liabilities
and are measured using the enacted tax rates and laws that will be in effect
when the differences are expected to reverse.

Earnings Per Share: Earnings per share are calculated based on the weighted
average number of common and common equivalent shares outstanding during each
period. The modified treasury stock method is utilized to measure the dilutive
effect of options and warrants.

In 1993 and 1994, outstanding stock options and warrants were antidilutive
and the weighted average numbers of common shares used in this calculation were
3,000,000 and 3,642,000, respectively. In 1995, the weighted average number of
common and common equivalent shares used in the primary and fully diluted
calculations were 5,609,000 and 5,805,000, respectively. For the three months
ended March 31, 1995 and 1996, the weighted average number of common and common
equivalent shares used in the primary and fully diluted calculations were
4,831,000 and 5,355,000 and 6,347,000 and 6,348,000, respectively. For purposes
of the 1995 net income per share computation, net income was adjusted for the
pro forma reduction of interest expense, net of income taxes, resulting from the
assumed use of warrant and option proceeds to reduce outstanding debt.

Part of the proceeds from the Company's initial public offering were
applied to retire $1,535,000 of short-term debt. Had the retirement taken place
at the beginning of 1994, net income per common share for 1994 would have been
$0.27, based upon a weighted average number of shares of common stock
outstanding of 3,938,000.

NOTE 2 -- INVENTORIES

Inventories consists of the following (in thousands):

<TABLE>
<CAPTION>
DECEMBER 31,
----------------- MARCH 31, 1996
1994 1995 --------------
------ ------ (UNAUDITED)
<S> <C> <C> <C>
Finished goods...................................... $2,129 $4,594 $5,105
Raw materials and supplies.......................... 773 1,588 2,343
------ ------ ------
Total..................................... $2,902 $6,182 $7,448
====== ====== ======
</TABLE>

F-14
<PAGE> 59

THE UNIMARK GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 3 -- PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment, at cost, consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------------
1994 1995
------------ ------------
(IN THOUSANDS)
<S> <C> <C>
Land........................................................ $ 108 $ 256
Construction in progress.................................... -- 2,243
Buildings and improvements.................................. 1,682 2,621
Machinery and equipment..................................... 2,245 4,018
------ ------
4,035 9,138
Accumulated depreciation.................................... 1,124 1,449
------ ------
Total............................................. $2,911 $7,689
====== ======
</TABLE>

Depreciation expense was $204,000, $196,000 and $431,000 for the years
ended December 31, 1993, 1994 and 1995, respectively.

NOTE 4 -- SHORT-TERM BORROWINGS

ICMOSA has a revolving line-of-credit arrangement with a bank for
short-term dollar denominated debt in Mexico of up to $6,000,000 collateralized
by accounts receivable from export sales to Japan. This line of credit
commitment, which had an outstanding balance of $1,545,000 at December 31, 1995,
has no scheduled maturity but is reviewed annually for renewal.

The Company also has a line-of-credit arrangement with a bank for
short-term debt in the United States ("U.S.") of up to $3,000,000 collateralized
by U.S. accounts receivable and finished goods inventories. This line of credit,
which had an outstanding balance of $2,000,000 at December 31, 1995, matures on
April 30, 1997. The U.S. line of credit requires, among other things, the
maintenance of certain financial covenants and ratios; the timely presentation
of financial information; and restricts the payment of dividends.

The weighted average interest rate on short-term borrowings as of December
31, 1995 was 8.4%.

F-15
<PAGE> 60

THE UNIMARK GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 5 -- LONG-TERM DEBT

Long-term debt consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------
1994 1995
------ ----
(IN THOUSANDS)
<S> <C> <C>
Note payable to individual, collateralized by a second lien on land
and building and improvements in the United States; principal and
interest at 10% payable in monthly installments of $2,816; unpaid
principal and interest due May 16, 2000............................ $ 141 $120
Note payable to bank; collateralized by land and building and
improvements in Mexico; principal and interest at 9.5%; unpaid
principal due February 28, 1996.................................... 472 120
Note payable to bank; collateralized by land and building and
improvements in Mexico; principal and interest at 13.25% to 15.5%;
unpaid principal due May 17, 2005.................................. 635 635
Other notes payable.................................................. 157 7
------ ----
1,405 882
Less current portion................................................. 486 183
------ ----
$ 919 $699
====== ====
</TABLE>

Certain of the loan contracts establish restrictions and obligations with
respect to the application of funds to the contracted purpose of the loan, and
require maintenance of insurance of the assets and timely presentation of
financial information.

All long-term debt at December 31, 1995 is U.S. dollar denominated.

Maturities of long-term debt are as follows:

<TABLE>
<CAPTION>
(IN THOUSANDS)
<S> <C>
1996........................................................... $183
1997........................................................... 98
1998........................................................... 98
1999........................................................... 101
2000........................................................... 84
Thereafter..................................................... 318
----
$882
====
</TABLE>

NOTE 6 -- RELATED PARTY TRANSACTIONS

Effective January 2, 1995, the Company entered into a five year operating
agreement with Industrias Horticolas de Montemorelos, S.A. de C.V. ("IHMSA") to
operate a freezing plant located in Montemorelos, Nuevo Leon, Mexico. Pursuant
to the terms of the operating agreement, the Company is obligated to pay IHMSA
an operating fee sufficient to cover the interest payments on IHMSA's existing
outstanding debt (approximately $4.6 million). Interest rates available on the
renewal of the portion of IHMSA's debt which came due during the first quarter
of 1996 have increased significantly due in large part to economic conditions in
Mexico. Since, under the terms of the operating agreement, the Company would
incur any increase in the interest payments, the Company elected to advance
funds to IHMSA to retire the portion of the debt that recently became due rather
than have IHMSA renew it at rates the Company viewed as excessive. At March 31,
1996 advances to IHMSA of $1,800,000 are included in the amount receivable from
related parties.

F-16
<PAGE> 61

THE UNIMARK GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

IHMSA is currently seeking to refinance its debt on a long-term basis. The
Company expects repayment of its advance to IHMSA before December 31, 1996.

The Company is responsible for all raw material and operating costs and the
sale of the finished goods produced at the IHMSA plant. Payments made pursuant
to the operating agreement were $347,090 during the year ended December 31,
1995. The Vaquero family owns collectively an approximate 8% interest in IHMSA.
Certain members of the Vaquero family are officers, shareholders and directors
of the Company. During the term of the operating agreement, the Company has the
right of first refusal to buy the IHMSA facility at its then fair market value.

Effective July 1, 1995, the Company entered into a ten year operating
agreement with Empacadora de Naranjas Azteca, S.A. de C.V. ("Azteca"), to
operate a processing plant in Montemorelos, Nuevo Leon, Mexico. The operating
agreement provides for payments in the amount of (i) interest on existing debt
of approximately $220,000 with credit institutions, (ii) asset tax and (iii)
annual property tax. Prior to this time, Azteca "co-packed" chilled grapefruit
sections and mango slices for the Company. During the six-month period ended
June 30, 1995, Azteca co-packed approximately $1.4 million of fruit for the
Company. At December 31, 1995 Azteca owns an approximate 9.2% interest in the
Company. The Vaquero family owns collectively an approximate 14.3% interest in
Azteca. Payments made pursuant to the operating agreement were $143,095 during
the year ended December 31, 1995. During the term of the operating agreement,
the Company has the right of first refusal to buy the Azteca facility at its
then fair market value.

The Company purchased certain of its products and services directly from
Azteca and other entities affiliated with its shareholders. The receivable from
related parties at December 31, 1995 is for goods purchased by the Company on
behalf of IHMSA.

Transactions with related parties are as follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------
1993 1994 1995
------ ------ ------
(IN THOUSANDS)
<S> <C> <C> <C>
Sales............................................ $ -- $ 304 $ 379
====== ====== ======
Purchases........................................ $4,260 $4,704 $2,016
====== ====== ======
</TABLE>

In November, 1995, the Company entered into a lease agreement with Loma
Bonita Partners, a Texas general partnership, for approximately 200 hectares
(494 acres) of land located in Loma Bonita, Veracruz, Mexico for the development
of citrus groves. The lease commenced in December, 1995 and expires in ten
years. Loma Bonita Partners is owned equally by two officers, who are also
directors and shareholders of the Company. The Company believes that said lease
agreement is on terms no less favorable to the Company than would be available
from unrelated third parties. Rent expense on this lease was $5,670 for the year
ended December 31, 1995.

F-17
<PAGE> 62

THE UNIMARK GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Receivable and payable balances with related parties are as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
1994
--------------
(IN THOUSANDS)
<S> <C>
Accounts receivable:
Empacadora de Naranjas Azteca, S.A. de C.V. (Azteca)................... $175
Industrias Horticolas de Montemorelos, S.A. de C.V. (IHMSA)............ 114
----
$289
====
Accounts payable:
Sr. Alberto Trevino Paras.............................................. $ --
Empacadora de Naranjas Azteca, S.A. de C.V. (Azteca)................... 211
Industrias Horticolas de Montemorelos, S.A. de C.V. (IHMSA)............ 78
----
$289
====
</TABLE>

The balance due from shareholders at December 31, 1995 represents unsecured
advances and unsecured notes receivable made to shareholders. These advances and
notes receivable are payable on demand, and bear interest at 0% and 10%,
respectively.

The Company operates a 144 acre grapefruit grove located close to the
ICMOSA plant in Montemorelos pursuant to a ten year operating agreement that
expires in 2000. Per the agreement, the Company operates the grove and purchases
all the grapefruit produced at a formula price tied to purchases from unrelated
third parties. The grove is owned by a partnership that consists primarily of
shareholders of Azteca. The Vaquero family owns a 14.3% interest in this
partnership. The Company believes that said arrangement is on terms no less
favorable to the Company than would be available from unrelated third parties.

The Company leases its corporate office facility from a company owned by
the Company's president, who is also a shareholder of the Company. Rent expense
on this lease was $43,904, $36,000 and $36,000 for the years ended December 31,
1993, 1994 and 1995, respectively.

During 1994 and 1995, the Company paid Jordaan, Howard and Pennington, PLLC
an amount of $84,546 and $106,145, respectively, for legal services rendered.
Mr. Jordaan, a director of the Company, is a member of Jordaan, Howard &
Pennington, PLLC.

NOTE 7 -- LEASES

The Company leases buildings, two plant facilities, certain equipment and
citrus groves under operating leases. The Isla plant lease is for a period of
ten years, expiring in 2005, and contains a purchase option through July 1, 1998
for $850,000. The San Rafael plant lease is for a period of nine years, expiring
in 2003, and contains the right of first refusal to purchase the facility at its
then fair market value. The Company has under lease approximately 926 acres of
citrus groves in Mexico for periods of ten to fifteen years expiring in 2005 and
2010.

As described in Note 6, the Company leases its corporate office facility
and a 494 acre citrus grove from related parties. The related party building
lease expires in 1996, but its term may be renewed for a five-year period. The
related party 494 acre citrus grove lease expires in 2005.

F-18
<PAGE> 63

THE UNIMARK GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Future minimum payments under noncancelable operating leases with initial
terms of one year or more at December 31, 1995, consist of the following:

<TABLE>
<CAPTION>
RELATED
PARTIES OTHER TOTAL
------- ------ ------
(IN THOUSANDS)
<S> <C> <C> <C>
1996................................................. $ 93 $ 253 $ 346
1997................................................. 78 197 275
1998................................................. 78 182 260
1999................................................. 78 177 255
2000................................................. 78 177 255
Thereafter........................................... 384 1,097 1,481
---- ------ ------
$789 $2,083 $2,872
==== ====== ======
</TABLE>

Rent expense was $84,000, $120,000 and $270,000 for the years ended
December 31, 1993, 1994 and 1995, respectively.

NOTE 8 -- INCOME TAXES

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred tax assets and liabilities as of December 31, 1995 are as
follows:

<TABLE>
<CAPTION>
DECEMBER 31,
-----------------
1994 1995
------ ------
(IN THOUSANDS)
<S> <C> <C>
Deferred tax assets:
Foreign net operating loss carryforwards......................... $ 288 $ --
Inventories...................................................... 131 140
Asset tax credit................................................. 260 111
Advances from customers.......................................... 220 --
Other............................................................ 123 168
------ ------
Total deferred tax assets.......................................... 1,022 419
Valuation allowance for deferred tax assets........................ 211 --
------ ------
Deferred tax assets................................................ $ 811 $ 419
====== ======
Deferred tax liabilities:
Depreciation..................................................... $ 32 $ 40
Inventories...................................................... 559 1,726
Other............................................................ 65 15
------ ------
Deferred tax liabilities........................................... $ 656 $1,781
====== ======
</TABLE>

The valuation allowance of $211,000 established at December 31, 1994 was
eliminated during 1995.

F-19
<PAGE> 64

THE UNIMARK GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Income before income taxes relating to operations in the United States and
Mexico is as follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------
1993 1994 1995
---- ------ ------
(IN THOUSANDS)
<S> <C> <C> <C>
United States.............................................. $148 $ 656 $ 364
Mexico..................................................... 86 474 4,261
---- ------ ------
$234 $1,130 $4,625
==== ====== ======
</TABLE>

The components of the provision for income taxes include the following:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------
1993 1994 1995
---- ----- ------
(IN THOUSANDS)
<S> <C> <C> <C>
U.S. federal -- current.................................... $ 72 $ 180 $ 198
U.S. state -- current...................................... 13 25 31
U.S. deferred.............................................. (27) 36 (32)
---- ----- ------
58 241 197
Mexico -- current.......................................... -- -- 43
Mexico -- deferred......................................... 103 (126) 1,438
---- ----- ------
103 (126) 1,481
---- ----- ------
$161 $ 115 $1,678
==== ===== ======
</TABLE>

Principal reconciling items from income tax computed at the U.S. statutory rate
of 34% are as follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------
1993 1994 1995
---- ----- ------
(IN THOUSANDS)
<S> <C> <C> <C>
Provision at 34% statutory rate.............................. $ 79 $ 384 $1,573
State income tax (net of federal benefit).................... 8 16 21
Effect of foreign rates...................................... -- (287) 273
Other........................................................ 74 2 22
Decrease in valuation allowance.............................. -- -- (211)
---- ----- ------
$161 $ 115 $1,678
==== ===== ======
</TABLE>

The Mexican subsidiary has an asset tax credit of $111,000, available to
offset Mexican income tax, which will begin to expire in 1999.

F-20
<PAGE> 65

THE UNIMARK GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 9 -- STOCK OPTIONS

In 1994, the Company adopted an employee stock option plan and an outside
director stock option plan ("the Plans"). The Plans authorize the Board of
Directors to grant options to employees and consultants of the Company and to
outside directors of the Company to purchase up to 480,000 shares of common
stock under the employee stock option plan and 100,000 shares for the outside
directors stock option plan. The terms and the vesting period of any option
granted under the Plans is fixed by the Board of Directors at the time the
option is granted, provided that the exercise period may not be greater than 10
years from the date of grant. The exercise price of any option granted under the
employee stock option plan shall not be less than 100% and 85% of the fair
market value of the stock on the date of the grant for Incentive Stock Options
and Nonstatutory Stock Options, as defined, respectively. The exercise price of
any option granted under the outside directors stock option plan shall not be
less than 100% of the fair market value of the stock on the date of the grant.
The Company reserved 480,000 and 100,000 shares for issuance pursuant to the
employee stock option plan and the outside directors stock option plan,
respectively.

<TABLE>
<CAPTION>
EMPLOYEE STOCK OUTSIDE DIRECTORS STOCK
OPTION PLAN OPTION PLAN
------------------------- -------------------------
NUMBER OF OPTION PRICE NUMBER OF OPTION PRICE
SHARES PER SHARE SHARES PER SHARE
--------- ------------ --------- ------------
<S> <C> <C> <C> <C>
Options issued during 1994...................... 220,000 $ 3.50 40,000 $ 3.50
------- ------
Options outstanding at December 31, 1994........ 220,000 3.50 40,000 3.50
Options issued.................................. 81,000 3.50 -- --
Options issued.................................. 50,000 4.88 -- --
Options issued.................................. -- -- 7,500 7.13
Options issued.................................. 32,000 7.00 -- --
Options exercised............................... (5,000) 3.50 -- --
------- ------
Options outstanding at December 31, 1995........ 378,000 47,500
======= ======
</TABLE>

At December 31, 1995, 50,000 options at $3.50 per share were exercisable
under the employee stock option plan with an additional 95,750 options at
$3.50-$7.00 per share becoming exercisable as of January 2, 1996. All options
granted under the outside directors stock option plan were immediately
exercisable.

The Company accounts for stock-based compensation plans utilizing the
provisions of Accounting Principles Board ("APB") Opinion No. 25, "Accounting
for Stock Issued to Employees." In October 1995, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards ("SFAS") No.
123, "Accounting for Stock-Based Compensation." The Company is not required to
adopt the provisions of SFAS No. 123 until 1996. Under SFAS 123, companies are
allowed to continue to apply the provisions of APB Opinion No. 25 to their
stock-based employee compensation arrangements. As such, the Company will only
be required to supplement its financial statements with additional disclosures
in 1996.

NOTE 10 -- WARRANTS

On August 11, 1994, the Company completed an initial public offering of
550,000 units consisting of a total of 1,650,000 shares of its common stock and
1,100,000 Redeemable Common Stock Purchase Warrants ("the Warrants"). The
Warrants were transferable separately from the common stock and entitled the
holder to purchase one share of the Company's common stock at an exercise price
of $4.50 per share at any time until the fifth anniversary of the offering.
Commencing February 11, 1995, the Company could redeem some or all of the
Warrants at a call price of $0.05 per Warrant upon 30 days prior notice when the
closing bid quotation of the common stock had equaled or exceeded $6.75 for ten
consecutive trading days. The Company reserved 1,100,000 shares for issuance
upon the exercise of the Warrants.

F-21
<PAGE> 66

THE UNIMARK GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

On June 8, 1995 the Company notified all registered holders of the Warrants
of its intention to redeem all of the outstanding Warrants by July 21, 1995. The
Company issued 1,099,990 shares of common stock on the exercise of a like amount
of the Warrants with gross proceeds to the Company of $4,949,955.

In conjunction with the initial public offering on August 11, 1994, the
Company issued warrants to its underwriting representatives ("the
Representatives' Warrants") to purchase up to 55,000 units consisting of a total
of 165,000 shares of its common stock and 110,000 Redeemable Common Stock
Purchase Warrants. The Representatives' Warrants are exercisable for a period of
five years from the offering date at a price per unit of $15.00. The Company
reserved 275,000 shares for issuance upon the exercise of the Representatives'
Warrants and the underlying Redeemable Common Stock Purchase Warrants. During
1995, the Company issued 163,060 shares of common stock on the exercise of
32,612 Representatives' Warrants and the 65,224 underlying Redeemable Common
Stock Purchase Warrants with gross proceeds to the Company of $782,688.

NOTE 11 -- RESTRICTIONS ON RETAINED EARNINGS

Under Mexican Commercial Law, 5% of each year's Mexican income must be
allocated to a legal reserve until such reserve reaches 20% of ICMOSA's capital
stock amount. ICMOSA's capital stock amount is $2,151,000 at December 31, 1995.
This reserve cannot be distributed to the shareholders except in the form of
stock dividends.

Under the terms of the U.S. line of credit agreement with a bank, the
Company may not declare or pay any dividends on its shares without the bank's
prior written consent.

NOTE 12 -- SEGMENT AND GEOGRAPHIC INFORMATION

The Company's operations involve a single industry segment -- the growing,
processing, marketing and distributing of niche citrus and tropical fruit
products, including chilled and canned cut fruits and other specialty food
ingredients. Financial information, summarized by geographic location, is as
follows:

<TABLE>
<CAPTION>
UNITED
STATES MEXICO ELIMINATIONS CONSOLIDATED
------- ------- ------------ ------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Year ended December 31, 1993:
Sales to unaffiliated customers................... $14,741 $ 4,152 $ -- $18,893
Transfers between geographic areas................ -- 5,728 (5,728) --
------- ------- -------- -------
Total revenue..................................... $14,741 $ 9,880 $ (5,728) $18,893
======= ======= ======== =======
Operating profit.................................. $ 148 $ 124 $ (38) $ 234
======= ======= ======== =======
Identifiable assets............................... $ 3,305 $ 6,100 $ (54) $ 9,351
======= ======= ======== =======
Year ended December 31, 1994:
Sales to unaffiliated customers................... $19,101 $ 6,245 $ -- $25,346
Transfers between geographic areas................ -- 7,574 (7,574) --
======= ======= ======== =======
Total revenue..................................... $19,101 $13,819 $ (7,574) $25,346
======= ======= ======== =======
Operating profit.................................. $ 656 $ 497 $ (23) $ 1,130
======= ======= ======== =======
Identifiable assets............................... $ 4,976 $ 6,277 $ (77) $11,176
======= ======= ======== =======
Year ended December 31, 1995:
Sales to unaffiliated customers................... $23,898 $12,968 $ -- $36,866
Transfers between geographic areas................ -- 12,937 (12,937) --
======= ======= ======== =======
Total revenue..................................... $23,898 $25,905 $(12,937) $36,866
======= ======= ======== =======
Operating profit.................................. $ 364 $ 4,410 $ (149) $ 4,625
======= ======= ======== =======
Identifiable assets............................... $ 9,679 $17,165 $ (226) $26,618
======= ======= ======== =======
</TABLE>

F-22
<PAGE> 67

THE UNIMARK GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 13 -- SUBSEQUENT EVENTS

On January 3, 1996, the Company acquired all the outstanding shares of
stock of Les Produits Deli-Bon Inc., a Quebec corporation that principally
processes and sells fruit salads to the food service industry in Canada. Total
consideration given for the purchase of the shares included approximately (i)
$787,000 in cash, (ii) a $49,000 six-month promissory note and (iii) 28,510
shares of common stock. Pro forma revenues and net income for the three months
ended March 31, 1995 assuming the Deli-Bon acquisition occurred on January 1,
1995 are not materially different from historical amounts reported herein.

Effective March 1, 1996, the Company assumed occupancy of a second,
newly-constructed office building at its corporate headquarters and entered into
a new lease agreement with a related party that replaced the former lease
originally scheduled to expire in August 1996. The initial lease term is for
five years with monthly rental payments of $9,225. The Company may renew the
lease for an additional five year term with monthly rental payments of $10,690.
The Company is responsible for all maintenance, utilities, insurance and taxes
per the terms of the lease agreement.

On May 9, 1996 the Company acquired all of the outstanding shares of common
stock of Grupo Industrial Santa Engracia, S.A. de C.V., a major Mexican producer
of citrus concentrate, oils and juices, in exchange for 782,614 shares of the
Company's common stock.

Additionally, on May 9, 1996, the Company acquired all of the outstanding
shares of common stock of Simply Fresh Fruit, Inc. ("Simply Fresh"), a fruit
processing and distribution company located in Los Angeles, California in
exchange for $2.5 million cash, 90,909 shares of the Company's common stock and
$1.0 million in cash payable in consideration for a five-year covenant by Simply
Fresh's principals and their affiliates not to compete in the United States.

NOTE 14 -- UNAUDITED INTERIM FINANCIAL INFORMATION

The consolidated financial statements as of March 31, 1996, and for the
three months ended March 31, 1995 and 1996, are unaudited; however, in the
opinion of management of the Company, such financial statements include all
adjustments, consisting only of normal recurring adjustments, necessary for a
fair presentation of the financial position and results of operations as of and
for these periods. Operating results for the three months ended March 31, 1996
are not necessarily indicative of the results that may be expected for the
entire year.

F-23
<PAGE> 68

<TABLE>
<S> <C>
LABERGE LAFLEUR Place de la Cite, tour Belle Cour
S.E.N.C. de comptables agrees 2600, boul. Laurier, bureau 2960
Sainte-Foy (Quebec)
GIV 4M6
Telephone: (418) 659-7265
Telecopieur: (418) 659-5937
</TABLE>

AUDITORS' REPORT

To the shareholder of
Les Produits Deli-Bon Inc.

We have audited the balance sheet of Les Produits Deli-Bon Inc. as at
January 2, 1996 and January 31, 1995 and the statements of earnings, retained
earnings and changes in financial position for the period of eleven months ended
January 2, 1996 and for the year ended January 31, 1995. These financial
statements are the responsibility of the company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform an audit to obtain
reasonable assurance whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.

In our opinion, these financial statements present fairly, in all material
respects, the financial position of the company as at January 2, 1996 and
January 31, 1995 and the results of its operations and the changes in its
financial position for the period of eleven months ended January 2, 1996 and for
the year ended January 31, 1995 in accordance with generally accepted accounting
principles.

LABERGE LAFLEUR
Chartered Accountants

Sainte-Foy (Quebec)
Canada
January 22, 1996

F-24
<PAGE> 69

LES PRODUITS DELI-BON INC.

BALANCE SHEET

JANUARY 31, JANUARY 2,
1995 1996
--------- ---------
(THOUSANDS OF
CANADIAN DOLLARS)
<S> <C> <C>
ASSETS
Current Assets
Cash.............................................................. $Cdn 68 $Cdn --
Deposits in trust................................................. 10 --
Term deposits..................................................... 100 200
Accounts receivable (Note 2)...................................... 294 343
Income taxes recoverable.......................................... 36 --
Inventories (Note 2).............................................. 292 115
Prepaid expenses.................................................. 11 15
--------- ---------
811 673
Fixed Assets (Notes 3 and 4)........................................ 645 907
--------- ---------
$Cdn1,456 $Cdn1,580
========= =========
LIABILITIES
Current Liabilities
Excess of cheques drawn over bank balance......................... $Cdn -- $Cdn 45
Accounts payable and accrued liabilities.......................... 322 280
Income taxes payable.............................................. -- 4
Balance of purchase price of a building........................... -- 115
Current portion of long-term debt................................. 46 75
--------- ---------
368 519
Long-Term Debt (Note 4)............................................. 61 121
Deferred Grants..................................................... 133 205
Deferred Income Taxes............................................... 21 25
--------- ---------
583 870
--------- ---------

SHAREHOLDER'S EQUITY
Capital Stock (Note 5).............................................. 1 501
Retained Earnings................................................... 872 209
--------- ---------
873 710
--------- ---------
$Cdn1,456 $Cdn1,580
========= =========
</TABLE>

<PAGE> 70

LES PRODUITS DELI-BON INC.

STATEMENT OF EARNINGS

<TABLE>
<CAPTION>
YEAR
ENDED ELEVEN MONTHS
JANUARY 31, ENDED
1995 JANUARY 2, 1996
----------- ---------------
(THOUSANDS OF
CANADIAN DOLLARS)
<S> <C> <C>
Sales............................................................. $Cdn4,057 $Cdn3,437
Cost of Sales..................................................... 3,013 2,553
--------- ---------
Gross Profit...................................................... 1,044 884
--------- ---------
Expenses
Selling......................................................... 518 424
Administrative.................................................. 373 267
Financial....................................................... 17 23
--------- ---------
908 714
--------- ---------
136 170
Other Revenue..................................................... 6 8
--------- ---------
142 178
--------- ---------
Provision for Income Taxes
Current......................................................... 36 36
Deferred........................................................ (14) 5
--------- ---------
22 41
--------- ---------
Net Earnings...................................................... $Cdn 120 $Cdn 137
========= =========
Expenses Include the Following:
Depreciation --
Fixed assets................................................. $Cdn 92 $Cdn 94
Deferred grants.............................................. (19) (25)
Interest on long-term debt...................................... 15 15
</TABLE>

F-26
<PAGE> 71

LES PRODUITS DELI-BON INC.

STATEMENT OF RETAINED EARNINGS

ELEVEN MONTHS
YEAR ENDED
ENDED JANUARY 2,
JANUARY 31, 1996
----------- -------------
(THOUSANDS OF
CANADIAN DOLLARS)
<S> <C> <C>
Balance -- Beginning of Year....................................... $Cdn 852 $Cdn 872
Net earnings..................................................... 120 137
-------- --------
972 1,009
-------- --------
Increase of paid-up capital...................................... -- (500)
Dividends........................................................ (100) (300)
-------- --------
(100) (800)
-------- --------
Balance -- End of Year............................................. $Cdn 872 $Cdn 209
======== ========
</TABLE>

F-27
<PAGE> 72

LES PRODUITS DELI-BON INC.

STATEMENT OF CHANGES IN FINANCIAL POSITION

YEAR ENDED ELEVEN MONTHS
JANUARY 31, ENDED JANUARY 2,
1995 1996
----------- ---------------
(THOUSANDS OF
CANADIAN DOLLARS)
<S> <C> <C>
Operating Activities
Net earnings..................................................... $Cdn 120 $Cdn 137
Items not affecting cash resources --
Loss on sale of fixed assets.................................. 48 --
Depreciation.................................................. 73 69
Deferred income taxes......................................... (14) 5
-------- --------
Funds generated from operations.................................. 227 211
Changes in funds other than cash resources --
Accounts receivable........................................... (89) (48)
Income taxes recoverable...................................... 20 176
Inventories................................................... 169 (4)
Prepaid expenses.............................................. (2) (42)
Accounts payable and accrued liabilities...................... 100 40
-------- --------
425 333
-------- --------
Investment Activities
Purchase of fixed assets......................................... (158) (357)
Grants received.................................................. 62 98
-------- --------
(96) (259)
-------- --------
Financial Activities
Additional long-term debt........................................ -- 150
Repayments of long-term debt..................................... (64) (62)
Balance of purchase price of a building.......................... -- 115
Advances from a director......................................... (21) --
-------- --------
(85) 203
-------- --------
Dividends.......................................................... (100) (300)
-------- --------
Change in Cash Resources........................................... 144 (23)
Cash Resources -- Beginning of Year................................ 34 178
-------- --------
Cash Resources -- End of Year...................................... $Cdn 178 $Cdn 155
======== ========
Cash Resources Include:
Cash............................................................. $Cdn 68 $Cdn --
Deposits in trust................................................ 10 --
Term deposits.................................................... 100 200
Excess of cheques drawn over bank balance........................ -- (45)
-------- --------
$Cdn 178 $Cdn 155
======== ========
</TABLE>

F-28
<PAGE> 73

LES PRODUITS DELI-BON INC.

NOTES TO FINANCIAL STATEMENTS
JANUARY 2, 1996

1. ACCOUNTING POLICIES

Currency -- All amounts are presented in Canadian dollars ($Cdn).

Inventories --

Inventories are valued at the lower of cost using the first-in
first-out method, and market value. Market value is defined as net
realizable value.

Fixed assets and depreciation --

Fixed assets are recorded at cost and depreciation is calculated using
the declining-balance method at the following rates:

<TABLE>
<S> <C>
Building...................................................... 5%
Pavement...................................................... 8%
Machinery and equipment....................................... 20%
Office furniture.............................................. 20%
Computers..................................................... 30%
Vehicle....................................................... 20% and 30%
Laboratory equipment.......................................... 20%
Research and development equipment............................ 20%
</TABLE>

These rates are reduced by half for acquisitions made during the year.

Deferred grants --

Grants and investment tax credits related to fixed assets are recorded
as deferred grants during the year they are received. Depreciation is
calculated using the declining-balance method at the same rate as the
concerned fixed assets.

Income taxes --

The company follows the deferral method of income tax allocation.
Income taxes are provided at current rates for all items included in the
statement of earnings regardless of the period when such items are reported
for income tax purposes. The principal item which results in timing
difference for financial and tax reporting purposes is depreciation. No
adjustment is made to deferred income taxes for subsequent changes in
income tax rates.

2. SECURITIES FOR BANK LOAN

Accounts receivable and inventories have been pledged as security for the
bank loan.

F-29
<PAGE> 74

LES PRODUITS DELI-BON INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

3. FIXED ASSETS

JANUARY 31,
1995 JANUARY 2, 1996
------- -------------------------------------
NET ACCUMULATED NET
VALUE COST DEPRECIATION VALUE
------- --------- ----------- -------
(THOUSANDS OF CANADIAN DOLLARS)
<S> <C> <C> <C> <C>
Land................................. $Cdn 22 $Cdn 33 $Cdn -- $Cdn 33
Building............................. 263 475 121 354
Pavement............................. 2 3 1 2
Machinery and equipment.............. 235 743 327 416
Office furnitures.................... 17 43 27 16
Computers............................ 20 62 46 16
Vehicle.............................. 21 90 73 17
Laboratory equipment................. 6 21 16 5
Research and development equipment... 59 98 50 48
------- --------- ------- -------
$Cdn645 $Cdn1,568 $Cdn661 $Cdn907
======= ========= ======= =======
</TABLE>

4. LONG-TERM DEBT

<TABLE>
<CAPTION>
JANUARY 2, JANUARY 31,
1996 1995
---------- -----------
(THOUSANDS OF
CANADIAN DOLLARS)
<S> <C> <C>
Loans --
11.45%, guaranteed by an immovable hypothec on land and
building, payable by monthly capital instalments of
$Cdn2,085 plus interest, maturing in 1997................ $Cdn 44 $Cdn 67
Prime rate plus 0.75%, guaranteed by a movable hypothec on
machinery and equipment, payable by monthly capital
instalments of $Cdn3,125 plus interest, maturing in
1999..................................................... 131 --
Prime rate plus 1%, guaranteed by movable hypothec on
machinery and equipment, payable by monthly capital
instalments of $Cdn1,042 plus interest, maturing in
1998..................................................... 21 32
Loans reimbursed during the year............................ -- 8
------- -------
196 107
Current portion of long-term debt............................. 75 46
------- -------
$Cdn121 $Cdn 61
======= =======
</TABLE>

During the next four years, capital repayments on long-term debt will be as
follows:

<TABLE>
<CAPTION>
(THOUSANDS OF
CANADIAN
YEAR ENDING DOLLARS)
JANUARY 2,
- -----------
<S> <C> <C>
1997............................................ $Cdn75
1998............................................ 65
1999............................................ 37
2000............................................ 19
</TABLE>

F-30
<PAGE> 75

LES PRODUITS DELI-BON INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

5. CAPITAL STOCK

Authorized --

Unlimited number of shares of the following classes:

Common shares A, voting 10 votes per share and participating,
without par value

B, non-voting, dividend of 7%, non-preferred and non-cumulative,
redeemable at $100, without par value

C, non-voting, dividend of 8%, non-preferred and non-cumulative,
redeemable at their par value of $0.01 plus a premium of $9.99 per share

<TABLE>
<CAPTION>
JANUARY 31, JANUARY 2,
1995 1996
----------- -----------
<S> <C> <C>
Issued and fully paid --
5,000 common shares A........................... $Cdn100 $Cdn500,100
213 class B shares............................ 21 21
47,860 class C shares............................ 379 379
------- -----------
$Cdn500 $Cdn500,500
======= ===========
</TABLE>

During the year, the company has increased its paid-up capital on common
shares A by $500,000.

The company has also changed the characteristics of the common shares A to
be without par value and of the class B shares to be redeemable at $100, without
par value.

F-31
<PAGE> 76

REPORT OF INDEPENDENT AUDITORS

To the Stockholders of
Grupo Industrial Santa Engracia, S.A. de C.V.

We have audited the accompanying balance sheet of Grupo Industrial Santa
Engracia, S.A. de C.V., as of December 31, 1995, and the related statements of
operations, stockholders' equity and cash flow for the year then ended. The
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on the financial statements based on our
audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Grupo Industrial Santa
Engracia, S.A. de C.V. at December 31, 1995, and the results of its operations
and its cash flow for the year then ended in accordance with accounting
principles generally accepted in the United States of America.

MANCERA, S. C.
ERNST & YOUNG

San Pedro Garza Garcia, N. L., Mexico
April 23, 1996, except for Note 8,
as to which the date is
May 9, 1996

F-32
<PAGE> 77

REPORT OF INDEPENDENT AUDITORS

To the Stockholders of
Grupo Industrial Santa Engracia, S.A. de C.V.

We have audited the accompanying balance sheet of Grupo Industrial Santa
Engracia, S.A. de C.V., as of December 31, 1994, and the related statements of
operations, stockholders' equity and cash flow for each of the two years in the
period ended December 31, 1994. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Grupo Industrial Santa
Engracia, S.A. de C.V. at December 31, 1994, and the results of its operations
and its cash flow for each of the two years in the period ended December 31,
1994 in accordance with accounting principles generally accepted in the United
States of America.

GARZA, JASSO Y ASOCIADOS

Leon, Gto., Mexico
June 24, 1995

F-33
<PAGE> 78

GRUPO INDUSTRIAL SANTA ENGRACIA, S.A. DE C.V.

BALANCE SHEETS

(THOUSANDS OF PESOS)

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------- MARCH 31,
1994 1995 1996
--------- --------- -----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash.................................................... Ps 1,682 Ps 2,473 Ps 5,479
---------- --------- --------
Accounts receivable:
Clients (Note 3)..................................... 9,309 11,259 8,706
Sundry accounts receivable........................... 160 150 2,089
Taxes to be recovered................................ 358 3,111 1,744
---------- --------- --------
9,827 14,520 12,539
---------- --------- --------
Inventories (Note 1):
Finished goods....................................... 4,290 13,045 26,584
Raw materials and supplies........................... 408 36 329
Packing.............................................. -- 445 445
Tools................................................ 439 803 803
Advances to suppliers................................ 747 3,099 2,264
---------- --------- --------
5,884 17,428 30,425
---------- --------- --------
Prepaid expenses........................................ 184 529 341
---------- --------- --------
Total current assets...................................... 17,577 34,950 48,784
Property, plant and equipment (Note 2).................... 13,740 29,107 28,824
Deferred income tax (Note 6).............................. 4,567 4,436 10,568
Other assets.............................................. 96 -- --
---------- --------- --------
Total assets.............................................. Ps 35,980 Ps 68,493 Ps88,176
========== ========= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt (Note 4).............. Ps 465 Ps 1,721 Ps 1,562
Short-term bank loans (Note 4).......................... 12,988 15,115 22,594
Accounts payable:
Suppliers (Note 3)................................... 881 11,577 8,806
Accrued taxes and expenses........................... 839 1,715 6,662
Asset tax............................................... 48 43 --
Employees' profit sharing............................... -- 571 571
Deferred income tax (Note 6)............................ 1,343 7,168 12,934
---------- --------- --------
Total current liabilities................................. 16,564 37,910 53,129
Long-term debt less current portion (Note 4).............. 16,494 17,518 17,359
Seniority premiums (Note 1)............................... -- 100 100
---------- --------- --------
Total liabilities......................................... 33,058 55,528 70,588
---------- --------- --------
Stockholders' equity (Note 7):
Capital stock; 1 Ps par value; 13,770,000 shares
authorized, issued and outstanding................... 13,770 13,770 13,770
Accumulated deficit..................................... (10,848) (805) 3,818
---------- --------- --------
Total stockholders' equity.............................. 2,922 12,965 17,588
---------- --------- --------
Total liabilities and stockholders' equity................ Ps 35,980 Ps 68,493 Ps88,176
========== ========= ========
</TABLE>

See accompanying notes.

F-34
<PAGE> 79

GRUPO INDUSTRIAL SANTA ENGRACIA, S.A. DE C.V.

STATEMENTS OF OPERATIONS

(THOUSANDS OF PESOS)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEARS ENDED DECEMBER 31, MARCH 31,
----------------------------------- ----------------------
1993 1994 1995 1995 1996
--------- --------- --------- --------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Net sales.......................... Ps 21,944 Ps 31,940 Ps 89,959 Ps 20,991 Ps 27,432
Cost of products sold.............. 15,595 21,761 50,268 7,581 19,161
--------- --------- --------- --------- ---------
Gross profit....................... 6,349 10,179 39,691 13,410 8,271
--------- --------- --------- --------- ---------
Administrative expenses............ 1,810 2,845 4,088 684 903
Selling expenses................... 1,189 2,881 8,757 1,239 2,048
--------- --------- --------- --------- ---------
2,999 5,726 12,845 1,923 2,951
--------- --------- --------- --------- ---------
Operating profit................... 3,350 4,453 26,846 11,487 5,320
--------- --------- --------- --------- ---------
Financing cost:
Exchange loss (Note 1)........... (81) (5,293) (5,610) (5,736) 385
Interest earned.................. 86 136 1,297 198 139
Interest paid.................... (2,748) (3,578) (5,963) (1,734) (1,588)
--------- --------- --------- --------- ---------
(2,743) (8,735) (10,276) (7,272) (1,064)
--------- --------- --------- --------- ---------
Income (loss) before income tax,
profit sharing and asset tax
provision........................ 607 (4,282) 16,570 4,215 4,256
--------- --------- --------- --------- ---------
Income tax (benefit) (Note 6)
Deferred......................... 367 (1,462) 4,346 1,894 (1,677)
Employees' profit sharing
For the year..................... -- -- 571 -- --
Deferred......................... -- (398) 1,610 679 1,310
Asset tax (Note 5)................. 239 421 -- -- --
--------- --------- --------- --------- ---------
606 (1,439) 6,527 2,573 (367)
--------- --------- --------- --------- ---------
Net income (loss).................. Ps 1 Ps (2,843) Ps 10,043 Ps 1,642 Ps 4,623
========= ========= ========= ========= =========
</TABLE>

See accompanying notes.

F-35
<PAGE> 80

GRUPO INDUSTRIAL SANTA ENGRACIA, S.A. DE C.V.

STATEMENTS OF STOCKHOLDERS' EQUITY

CAPITAL ACCUMULATED
CAPITAL STOCK STOCK DEFICIT
------------------ ---------- -----------
(NUMBER OF SHARES) (THOUSANDS OF PESOS)
<S> <C> <C> <C>
Balance at December 31, 1992........................ 13,770,000 Ps 13,770 Ps (8,006)
Net loss for 1993................................... -- -- 1
---------- ---------- ---------
Balance at December 31, 1993........................ 13,770,000 13,770 (8,005)
Net loss for 1994................................... -- -- (2,843)
---------- ---------- ---------
Balance at December 31, 1994........................ 13,770,000 13,770 (10,848)
Net income for 1995................................. -- -- 10,043
---------- ---------- ---------
Balance at December 31, 1995........................ 13,770,000 Ps 13,770 Ps (805)
Net income (unaudited).............................. -- -- 4,623
---------- ---------- ---------
Balance at March 31, 1996 (unaudited)............... 13,770,000 Ps 13,770 Ps 3,818
========== ========== =========
</TABLE>

See accompanying notes.

F-36
<PAGE> 81

GRUPO INDUSTRIAL SANTA ENGRACIA, S.A. DE C.V.

STATEMENTS OF CASH FLOWS

(THOUSANDS OF PESOS)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
-------------------------------- ---------------------
1993 1994 1995 1995 1996
-------- --------- --------- --------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net income (loss)....................... Ps 1 Ps (2,843) Ps 10,043 Ps 1,642 Ps 4,623
Adjustments to reconcile net income
(loss) to net cash provided by
operating activities:
Depreciation.......................... 652 701 821 343 362
Amortization.......................... 89 89 89 22 22
Seniority premiums.................... -- -- 100
Deferred income tax................... (110) (1,860) 5,956 2,573 (367)
Changes in operating assets and
liabilities:
Receivables........................ (636) (7,988) (4,693) (8,884) 1,981
Inventories........................ (3,018) (359) (11,544) (9,212) (12,997)
Prepaid expenses................... 4 49 (345) 30 188
Other assets....................... (96) -- 96
Accounts payable................... (138) 435 12,138 1,000 2,133
-------- --------- --------- --------- ---------
Net cash generated by (used in)
operating activities.................. (3,252) (11,776) 12,661 (12,486) (4,055)
-------- --------- --------- --------- ---------
INVESTING ACTIVITIES
Purchases of property, plant and
equipment............................. (1,201) (88) (16,277) (218) (100)
-------- --------- --------- --------- ---------
FINANCING ACTIVITIES
Increase in short-term bank loans....... 622 415 3,383 9,748 7,320
Increase in long-term debt.............. 3,942 12,680 1,024 1,822 (159)
-------- --------- --------- --------- ---------
Net cash provided by financing
activities............................ 4,564 13,095 4,407 11,570 7,161
-------- --------- --------- --------- ---------
Net increase (decrease) in cash and cash
equivalents........................... 111 1,231 791 (1,134) 3,006
Cash and cash equivalents at beginning
of
the year.............................. 340 451 1,682 1,682 2,473
-------- --------- --------- --------- ---------
Cash and cash equivalents at the end of
the year.............................. Ps 451 Ps 1,682 Ps 2,473 Ps 548 Ps 5,479
======== ========= ========= ========= =========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest.................. Ps 2,636 Ps 3,620 Ps 5,868
Cash paid for income taxes.............. Ps 504 Ps 558 Ps 515
</TABLE>

See accompanying notes.

F-37
<PAGE> 82

GRUPO INDUSTRIAL SANTA ENGRACIA, S.A. DE C.V.

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995
(THOUSANDS OF PESOS)
1. ACCOUNTING POLICIES

DESCRIPTION OF BUSINESS

Grupo Industrial Santa Engracia, S.A. de C.V. is a Mexican company based in
Cd. Victoria, Tamaulipas. The Company is engaged in the processing of fruit,
mainly citrus, to make natural juice, concentrated juice and citrus oils.

Since the raw materials are of natural origin, their price and availability
depend on circumstances that are out of the Company's control, so that the cycle
and volume of operations is variable.

The Company was constituted on August 2, 1988, and began operations in
December 1989.

BASIS OF FINANCIAL STATEMENTS

The Company's accounting records are maintained in Mexican pesos and in
accordance with accounting principles generally accepted in Mexico. The
accompanying financial statements were prepared in conformity with accounting
principles generally accepted in the United States of America and were obtained
from the accounting records after giving effect to the following:

-- Canceling the effects of inflation on fixed assets.

-- Recording deferred income taxes.

USE OF ESTIMATES

The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with original
maturities of 90 days or less when purchased to be cash equivalents.

CONCENTRATION OF CREDIT RISK

The Company provides credit to its customers in the normal course of
business. The Company performs ongoing credit evaluations of its customers and
maintains allowances for possible credit losses, which, when realized, have been
within the range of management's expectations. A significant portion of sales is
made to two customers. One customer accounted for 34.8% and another customer
accounted for 10.1% of the Company's net sales during the year ended December
31, 1995.

INVENTORIES

Inventories are valued at the lower of cost or market. Cost is calculated
at average historical cost.

F-38
<PAGE> 83

GRUPO INDUSTRIAL SANTA ENGRACIA, S.A. DE C.V.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment is stated at cost. Depreciation is calculated
by the straight-line method, at the rates indicated below:

<TABLE>
<S> <C>
Buildings................................................................... 4.00%
Machinery and equipment..................................................... 4.25%
Transportation equipment.................................................... 12.00%
Computer equipment.......................................................... 7.00%
Office equipment............................................................ 7.00%
Installation expenses....................................................... 10.00%
</TABLE>

TERMINATION PAYMENTS

Termination payments due to workers under the terms of Mexican Labor Law
are charged to the results of operations in the year in which the decision to
dismiss the employee is made.

SENIORITY PREMIUMS

Seniority premiums are recognized as a cost during the years of service of
the personnel. This cost should be determined using independent actuarial
computations and applying the projected unitary credit method; however, at
December 31, 1995 the Company's Management estimated this liability on a
different base, determining and recording an amount of Ps 100. This figure was
considered to be sufficient at that date to meet the requirement, and Management
intends to obtain an actuarial study in 1996.

No actuarial study was performed in 1994, and no accrual recorded. It is
the Company's opinion that, had such a study been performed, the amount which
would have been recorded would not have materially affected the accompanying
financial statements for 1994.

TRANSACTIONS IN FOREIGN CURRENCY

Transactions in foreign currency are recorded at the prevailing exchange
rate on the day of the related transaction. Assets and liabilities denominated
in foreign currency are translated into Mexican pesos at the prevailing exchange
rate as of the balance sheet date. Exchange rate differences are reflected in
the current year's operations.

F-39
<PAGE> 84

GRUPO INDUSTRIAL SANTA ENGRACIA, S.A. DE C.V.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

2. PROPERTY, PLANT AND EQUIPMENT

This heading included the following:

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------
1994 1995
-------- --------
(THOUSANDS OF PESOS)
<S> <C> <C>
Land........................................................... Ps 79 Ps 679
Buildings...................................................... 2,980 12,497
Machinery and equipment........................................ 11,915 16,404
Computer equipment............................................. 219 323
Office equipment............................................... 338 1,330
Transportation equipment....................................... 613 1,133
Installation expenses.......................................... 1,181 1,181
-------- --------
17,325 33,547
Less:
Accumulated depreciation....................................... 3,585 4,440
-------- --------
Ps13,740 Ps29,107
======== ========
</TABLE>

Depreciation expensed during the years ended December 31, 1993, 1994 and
1995 totaled Ps 652, Ps 701 and Ps 821, respectively.

3. BALANCES AND TRANSACTIONS WITH RELATED PARTIES

Transactions with related parties were as follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------
1993 1994 1995
----- ------- -------
(THOUSANDS OF PESOS)
<S> <C> <C> <C>
Sales..................................................... Ps112 Ps 193 Ps 135
===== ======= =======
Purchases................................................. Ps843 Ps1,383 Ps6,122
===== ======= =======
</TABLE>

The following balances with related parties were recorded under clients and
suppliers:

<TABLE>
<CAPTION>
DECEMBER 31,
-----------------
1994 1995
---- ----
(THOUSANDS OF
PESOS)
<S> <C> <C>
Accounts Receivable:
Clients
Empacadora Santa Engracia, S.A. de C.V.......................... Ps26 Ps36
Jugos y Bedidas de Victoria, S.A. de C.V........................ 65 --
---- ----
Ps91 Ps36
==== ====
Accounts Payable:
Suppliers
Gertrudis Collado Martinez...................................... Ps-- Ps 1
Jorge Martinez Brohez........................................... (10) (14)
Jose Maria Martinez Brohez...................................... -- (5)
Citrocel, S.A. de C.V........................................... 30 65
---- ----
Ps20 Ps47
==== ====
</TABLE>

F-40
<PAGE> 85

GRUPO INDUSTRIAL SANTA ENGRACIA, S.A. DE C.V.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

4. BANK LOANS

At December 31, 1994 and 1995, the Company had the following outstanding
bank loans:

1995
-----------------------
1994 SHORT-TERM LONG-TERM
-------- ---------- ---------
(THOUSANDS OF PESOS)
<S> <C> <C> <C>
BANAMEX, S.A.
Plant and equipment loan of Ps 7,740, due December
31, 2001, accruing interest at an annual rate of
LIBOR
plus 8%............................................ Ps 4,995 Ps1,161 Ps 6,579
Plant and equipment loan of Ps 11,499, due November
25, 2004, accruing interest at an annual rate of
18.5% secured by a mortgage........................ 11,499 560 10,939
-------- ------- --------
Ps16,494 Ps1,721 Ps17,518
======== ======= ========
</TABLE>

The Company also has short-term loans with certain banks, at interest rates
of between Libor plus 3.5%, and 18.5%. The loans mature between February and
October 1996.

The exchange rates used to translate amounts in U.S. dollars into Mexican
pesos at December 31, 1993, 1994 and 1995 were Ps 3.1099, Ps 4.9950 and Ps
7.7396, respectively.

Aggregate maturities of long-term debt for the next five years (in
thousands) are as follows:

<TABLE>
<S> <C>
1996............................................ Ps --
1997............................................ 1,833
1998............................................ 1,969
1999............................................ 2,132
2000............................................ 2,715
Thereafter...................................... 8,869
--------
Ps17,518
========
</TABLE>

Based upon interest rates and current market conditions, management
believes the fair value of notes payable approximates their carrying value at
December 31, 1995.

5. INCOME TAX AND ASSET TAX

For the year ended December 31, 1995 the Company had a tax loss for income
tax purposes.

Tax loss carry forwards (in thousands) are as follows:

<TABLE>
<CAPTION>
AMOUNT YEAR OF
TAX LOSS YEAR (RESTATED VALUED) EXPIRATION
- ------------- ----------------- ----------
<S> <C> <C> <C>
1991.................................................. Ps 1,196 2001
1992.................................................. 7,040 2002
1993.................................................. 2,421 2003
1994.................................................. 4,015 2004
Ps14,672
</TABLE>

A 1.8% asset tax is levied on the average value of most assets net of
certain liabilities. The asset tax represents a minimum tax and is paid only to
the extent that it exceeds income tax for the year. Any asset tax

F-41
<PAGE> 86

GRUPO INDUSTRIAL SANTA ENGRACIA, S.A. DE C.V.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

paid can be credited against the total amount of income tax payable in excess of
the asset tax in the succeeding ten years.

During 1995, for tax purposes, the Company depreciated the investments in
fixed assets made in that year on an accelerated basis at rates of 74% and 85%
of their original cost in accordance with the terms of Mexican Income Tax Law.
As a consequence of this accelerated depreciation, the Company obtained an
additional benefit in accordance with Asset Tax Law in regard to the Company's
right to off-set the asset tax for the year against 34% of the difference
between the accelerated depreciation of new investments in 1995 and the tax
depreciation in accordance with normal tax rates.

The balance between the asset tax for the year and the total of the benefit
mentioned in the prior paragraph amounts to Ps 3,319, and it can be off-set
against asset tax for subsequent years.

Both the tax loss carry forwards and the benefit amortizable against asset
tax were included as deferred asset tax, as described in Note 6.

6. DEFERRED TAXES

In the preparation of these financial statements, the Company adopted the
provisions of Statement of Financial Accounting Standards No. 109 (SFAS No.
109), "Accounting for Income Taxes." Under SFAS No. 109, the liability method is
used in accounting for income taxes. Accordingly, deferred tax assets and
liabilities are determined based on differences between financial reporting and
tax bases of assets and liabilities, and are determined using the enacted tax
laws and rates that will be in effect when the differences are expected to
reverse.

The Company also has permanent differences between its accounting and
taxable income, mainly related to the inflationary component and nondeductible
expenses, as well as differences between book and inflation-adjusted tax
depreciation.

F-42
<PAGE> 87

GRUPO INDUSTRIAL SANTA ENGRACIA, S.A. DE C.V.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

The temporary differences between the tax bases of assets and liabilities
and their financial reporting amounts that give rise to the deferred tax asset
and liability are as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------
1994 1995
-------- ---------
(THOUSANDS OF PESOS)
<S> <C> <C>
Income Tax
Assets:
Short-term
Tax loss carryforwards................................................ Ps 489 Ps --
Accrued taxes and expenses............................................ -- 157
------- --------
489 157
------- --------
Long-term
Tax loss carryforwards................................................ 4,708 4,989
Asset tax............................................................. 1,242 1,710
Benefit to apply to asset tax......................................... -- 3,319
------- --------
5,950 10,018
------- --------
Total assets.................................................. Ps6,439 Ps10,175
======= ========
Liabilities
Short term
Inventories........................................................... Ps1,746 Ps 5,687
------- --------
Long-term
Fixed assets.......................................................... 1,143 5,284
------- --------
Total liabilities............................................. Ps2,889 Ps10,971
======= ========
Employees' Profit
Sharing
Assets:
Short-term
Suppliers............................................................. Ps 6 Ps 25
Bank loans............................................................ 557 40
Accrued taxes and expenses............................................ -- 46
------- --------
Total assets.................................................. Ps 563 Ps 111
======= ========
Liabilities
Short-term
Inventories........................................................... Ps 514 Ps 1,673
Clients............................................................... 135 76
------- --------
649 1,749
------- --------
Long-term
Fixed assets.......................................................... 240 298
------- --------
Total liabilities............................................. Ps 889 Ps 2,047
======= ========
</TABLE>

F-43
<PAGE> 88

GRUPO INDUSTRIAL SANTA ENGRACIA, S.A. DE C.V.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

The components of the provision for income taxes include the following:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------
1993 1994 1995
----- -------- -------
(THOUSANDS OF PESOS)
<S> <C> <C> <C>
Current
Federal................................................ Ps239 Ps421 Ps571
Deferred:
Federal................................................ 367 (1,860) 5,956
----- -------- -------
Total.......................................... Ps606 Ps(1,439) Ps6,527
===== ======== =======
</TABLE>

The Company's provision for income taxes reconciles to the amount computed
by applying the statutory Mexican rate of 34% to income before income taxes as
follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------
1993 1994 1995
-------- -------- --------
(THOUSANDS OF PESOS)
<S> <C> <C> <C>
Expense computed at statutory rate................... Ps 206 Ps(1,456) Ps 5,634
Employees' profit sharing............................ -- (398) 2,181
Asset tax............................................ 239 421 --
Utilization of loss or credit carryforwards.......... (1,173) (1,612) (3,578)
Non deductible items and permanent differences....... 1,334 1,606 2,290
-------- -------- --------
Ps 606 Ps(1,439) Ps 6,527
======== ======== ========
</TABLE>

7. RESTRICTIONS ON RETAINED EARNINGS

Under Mexican Commercial Law, 5% of each year's income must be allocated to
a legal reserve until such reserve reaches 20% of the capital stock (Ps2,754).
This reserve can only be distributed to the shareholders in the form of stock
dividends.

8. SUBSEQUENT EVENTS

During the period of January 1 to April 30, 1996, the Company contracted
loans with Rabobank Curacao and Arka Securities Inc. for Ps13,909 to use as
working capital.

On May 9, 1996, all of the outstanding shares of the Company's common stock
were acquired by The UniMark Group, Inc.

9. UNAUDITED INTERIM FINANCIAL INFORMATION

The financial statements as of March 31, 1996, and for the three months
ended March 31, 1995 and 1996, are unaudited; however, in the opinion of
management of the Company, such financial statements include all adjustments,
consisting only of normal recurring adjustments, necessary for a fair
presentation of the financial position and results of operations as of and for
these periods. Operating results for the three months ended March 31, 1996 are
not necessarily indicative of the results that may by expected for the entire
year.

F-44
<PAGE> 89

REPORT OF INDEPENDENT AUDITORS

The Board of Directors
Simply Fresh Fruit, Inc.

We have audited the accompanying balance sheet of Simply Fresh Fruit, Inc.,
as of December 31, 1995, and the related statements of income and retained
earnings and cash flows for the year then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Simply Fresh Fruit, Inc., at
December 31, 1995 and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.

ERNST & YOUNG LLP

Dallas, Texas
April 29, 1996, except for Note 9,
as to which the date is
May 9, 1996

F-45
<PAGE> 90

SIMPLY FRESH FRUIT, INC.

BALANCE SHEETS

(IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE AMOUNTS)

ASSETS

<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1995 1996
------------ -----------
(UNAUDITED)
<S> <C> <C>
Current assets:
Cash................................................................ $ 4 $ 4
Accounts receivable, net of allowance for doubtful accounts of $21
and $22 at December 31, 1995 and March 31, 1996 (unaudited),
respectively..................................................... 773 790
Accounts receivable -- employees.................................... 13 7
Inventory........................................................... 159 187
Prepaid expenses.................................................... 15 63
Income taxes recoverable............................................ 15 49
Deferred income tax................................................. 11 11
------ -------
Total current assets.................................................. 990 1,111
Marketable securities, at cost, which approximates fair value......... 87 91
Property, plant and equipment, net.................................... 422 406
Patent license, net of amortization of $79 and $88 at December 31,
1995 and March 31, 1996 (unaudited), respectively................... 85 77
Deferred income tax................................................... 14 14
Other assets.......................................................... 68 85
------ -------
Total assets.......................................................... $1,666 $ 1,784
====== =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable.................................................... $ 530 $ 940
Accounts payable -- related parties................................. 256 36
Accrued expenses.................................................... 108 203
Accrued expenses -- related parties................................. 54 --
Notes payable, current portion...................................... 126 127
------ -------
Total current liabilities............................................. 1,074 1,306
Notes payable, less current portion................................... 225 205
Commitments
Shareholders' equity:
Capital stock, $2.00 par value:
Authorized shares -- 200,000
Issued and outstanding shares -- 10,000.......................... 22 22
Retained earnings................................................... 345 251
------ -------
Total shareholders' equity............................................ 367 273
------ -------
Total liabilities and shareholders' equity............................ $1,666 $ 1,784
====== =======
</TABLE>

See accompanying notes

F-46
<PAGE> 91

SIMPLY FRESH FRUIT, INC.

STATEMENTS OF INCOME AND RETAINED EARNINGS

(IN THOUSANDS)

<TABLE>
<CAPTION>
THREE MONTHS
YEAR ENDED ENDED MARCH 31,
DECEMBER 31, -----------------
1995 1995 1996
------------ ------ ------
(UNAUDITED)
<S> <C> <C> <C>
Net sales.................................................... $8,918 $2,099 $1,859
Cost of products sold........................................ 6,990 1,701 1,652
------ ------ ------
Gross profit................................................. 1,928 398 207
Selling, general and administrative expenses................. 1,813 418 338
------ ------ ------
Income (loss) from operations................................ 115 (20) (131)
Other income (expense):
Gain on sale of assets..................................... 8 8 --
Interest income............................................ 9 2 1
Interest expense........................................... (33) (10) (8)
------ ------ ------
Income (loss) before income taxes............................ 99 (20) (138)
Income tax expense (benefit):
Current.................................................... 31 (6) (44)
Deferred................................................... (2) -- --
------ ------ ------
29 (6) (44)
------ ------ ------
Net income (loss)............................................ 70 (14) (94)
Retained earnings, beginning of year......................... 275 275 345
------ ------ ------
Retained earnings, end of year............................... $ 345 $ 261 $ 251
====== ====== ======
</TABLE>

See accompanying notes.

F-47
<PAGE> 92

SIMPLY FRESH FRUIT, INC.

STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

<TABLE>
<CAPTION>
THREE MONTHS
YEAR ENDED ENDED MARCH 31,
DECEMBER 31, ---------------
1995 1995 1996
------------ ----- -----
(UNAUDITED)
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income (loss)............................................. $ 70 $ (14) $ (94)
Adjustments to reconcile net income (loss) to net cash used in
operating activities:
Gain on sales of assets..................................... (8) -- --
Amortization................................................ 33 8 8
Depreciation................................................ 119 29 18
Deferred income taxes....................................... (2) -- --
Changes in operating assets and liabilities:
Increase in accounts receivable.......................... (101) (126) (17)
Decrease (increase) in accounts
receivable -- employees................................ (11) (7) 6
Increase in inventory.................................... (5) (11) (28)
Decrease (increase) in income taxes recoverable.......... (29) (35) (35)
Decrease (increase) in prepaid expenses.................. 9 (30) (47)
Decrease in other assets................................. 9 -- --
Increase (decrease) in accounts payable.................. (75) 53 199
Increase (decrease) in accrued expenses.................. (25) 32 42
----- ----- -----
Net cash provided by (used in) operating activities........... (16) (101) 52
INVESTING ACTIVITIES
Decrease (increase) in deposits............................... 5 -- (1)
Purchases of property, plant, and equipment................... (13) (7) (2)
Proceeds from sales of fixed assets........................... 11 -- --
Increase in other assets...................................... (45) -- (16)
Net purchases of marketable securities........................ (30) (7) (4)
----- ----- -----
Net cash used in investing activities......................... (72) (14) (23)
----- ----- -----
FINANCING ACTIVITIES
Net borrowings (payments) -- notes payable.................... 86 114 (29)
----- ----- -----
Net decrease in cash and cash equivalents..................... (2) (1) --
Cash and cash equivalents at beginning of period.............. 6 6 4
----- ----- -----
Cash and cash equivalents at end of period.................... $ 4 $ 5 $ 4
===== ===== =====
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid................................................. $ 33
=====
Income taxes paid............................................. $ 43
=====
</TABLE>

See accompanying notes.

F-48
<PAGE> 93

SIMPLY FRESH FRUIT, INC.

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995

1. ORGANIZATION

The Company was incorporated in the state of California in January 1983.
The Company is located in Los Angeles, and is a wholesale processor, packager
and seller of fresh fruit and a fresh fruit mix.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

Cash and Cash Equivalents

The Company considers all highly liquid investments with original
maturities of 90 days or less when purchased to be cash equivalents.

Concentration of Credit Risk

The Company manufactures and sells citrus products and certain food
products to customers in the foodservice and retail industries in the United
States. The Company performs periodic credit evaluations of its customers'
financial condition and generally does not require collateral. Trade receivables
generally are due within 30 days. Credit losses have been within management's
expectations. A significant portion of sales is made to two customers. One
customer accounted for 10.4% and another customer accounted for 19.2% of the
Company's net sales during the year ended December 31, 1995.

Inventory

Inventory is stated at the lower of cost or market determined on a
first-in, first-out basis.

Property, Plant and Equipment

Property, plant, and equipment are stated at cost. Depreciation expense is
calculated using straight-line and declining balance methods over lives ranging
from five to ten years and includes depreciation on assets under capital lease.

Patent License

The patent license is being amortized over its expected useful life of five
years using the straight-line method.

Income Taxes

The Company utilizes the liability method of accounting for income taxes as
set forth in Statement of Financial Accounting Standards No. 109, "Accounting
for Income Taxes." Under this method, deferred tax assets and liabilities are
determined based on differences between the financial reporting and tax bases of
assets and liabilities and are measured using the enacted tax rates and laws
that will be in effect when the differences are expected to reverse.

F-49
<PAGE> 94

SIMPLY FRESH FRUIT, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Fair Value of Financial Instruments

Management estimates the fair value of notes payable to approximate their
carrying value at December 31, 1995 based upon current market interest rates in
relation to the stated and imputed interest rates and the relative liquidity of
each instrument.

3. INVENTORY

A summary of inventory at December 31, 1995 is as follows:

<TABLE>
<CAPTION>
(IN THOUSANDS)
<S> <C>
Bulk fruit...................................................... $ 46
Packaging....................................................... 76
Labels.......................................................... 26
Finished goods.................................................. 11
----
$159
====
</TABLE>

4. PROPERTY, PLANT AND EQUIPMENT

The major classes of property, plant and equipment at December 31, 1995 are
as follows:

<TABLE>
<CAPTION>
(IN THOUSANDS)
<S> <C>
Factory and processing equipment............................... $235
Delivery equipment............................................. 54
Automobiles.................................................... 93
Office equipment............................................... 32
Leasehold improvements......................................... 309
Property under capital lease................................... 51
----
774
Less: Accumulated depreciation................................. 352
----
$422
====
</TABLE>

5. NOTES PAYABLE

<TABLE>
<CAPTION>
(IN THOUSANDS)
<S> <C>
Note payable in sixty equal monthly installments of $3,333 beginning August 1,
1993. Amounts recorded in the financial statements have been discounted at
8%. ......................................................................... $ 92
Notes payable to a bank; secured by receivables, inventory, equipment, and
improvements and guaranteed by the Company's Chairman of the Board and its
President. Principal payments of $6,250 are due monthly plus interest at
1 1/2% over the lender's premium rate........................................ 220
Capital lease on industrial equipment, payable in 60 equal payments of $1,031
including interest at 8% per annum........................................... 36
Other.......................................................................... 3
----
351
Less current portion........................................................... 126
----
$225
====
</TABLE>

F-50
<PAGE> 95

SIMPLY FRESH FRUIT, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Aggregate maturities of notes payable for the next four years are as
follows:

<TABLE>
<CAPTION>
(IN THOUSANDS)
<S> <C>
1996........................................................... $127
1997........................................................... 121
1998........................................................... 101
1999........................................................... 2
----
$351
====
</TABLE>

6. COMMITMENTS

The Company leases its building under an operating lease. The lease is for
a period of ten years, expiring in 2004, and contains a purchase option between
August 15, 1996 and August 14, 1997 for $4,500,000 or between August 15, 1997
and August 14, 1998 for $4,750,000.

Future minimum payments under this noncancelable operating lease at
December 31, 1995 were:

<TABLE>
<CAPTION>
(IN THOUSANDS)
<S> <C>
1996........................................................... $101
1997........................................................... 108
1998........................................................... 110
1999........................................................... 110
2000........................................................... 117
Thereafter..................................................... 400
----
$946
====
</TABLE>

Rent expense was $100,800 for the year ended December 31, 1995.

7. INCOME TAXES

For the year ended December 31, 1995, the components of the provision
(benefit) for income taxes include the following:

<TABLE>
<CAPTION>
(IN THOUSANDS)
<S> <C>
Current:
Federal...................................................... $ 21
State........................................................ 10
---
31
Deferred:
Federal...................................................... (2)
---
Total.......................................................... $ 29
===
</TABLE>

The Company's provision for income taxes reconciles to the amount computed
by applying the applicable statutory U.S. federal rate of 26% to income before
income taxes as follows:

<TABLE>
<CAPTION>
(IN THOUSANDS)
<S> <C>
Expense computed at statutory rate............................. $ 26
State taxes, net of federal benefit............................ 7
Other.......................................................... (4)
---
Provision for income taxes..................................... $ 29
===
</TABLE>

F-51
<PAGE> 96

SIMPLY FRESH FRUIT, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Deferred tax assets and liabilities at December 31, 1995 are comprised of
the following:

<TABLE>
<CAPTION>
(IN THOUSANDS)
<S> <C>
Deferred tax assets:
Reserve for bad debts........................................ $ 7
Franchise taxes.............................................. 4
Deferred wages............................................... 26
---
Total deferred tax assets...................................... 37
Deferred tax liability -- depreciation......................... 12
---
Net deferred tax asset......................................... $ 25
===
</TABLE>

8. RELATED PARTY TRANSACTIONS

During 1995, the Company paid approximately $85,000 for raw material
(fruit) purchases to entities in which the Chairman of the Board had an
interest.

During 1995, the Company paid approximately $1.7 million in labor costs to
P&C Services, an entity which provides all of the hourly skilled labor to the
Company. This entity is owned by the President, General Manager, Production
Manager and Fruit Procurement Manager of the Company, each of whom own a 25%
interest. At December 31, 1995, $10,186 was owed to this entity by the Company
and was included in accounts payable-related parties.

Selling, general and administrative expenses includes commissions and
brokerage fees of $203,526 due to an entity owned by the Company's Chairman of
the Board for assistance in procuring raw fruit for the Company's use. At
December 31, 1995, approximately $246,000 related to these current year and
prior year activities was included in accounts payable -- related parties.

During 1995, the Company paid approximately $52,000 in health insurance
premiums to a company owned by the Chairman of the Board, for the costs of
providing health insurance benefits to the Company's salaried employees. At
December 31, 1995, approximately $54,000 in health insurance premiums payable to
this related entity was included in accrued expenses -- related parties.

9. SUBSEQUENT EVENT

On May 9, 1996 all of the shares of the Company's outstanding common stock
were acquired by The UniMark Group, Inc.

10. UNAUDITED INTERIM FINANCIAL INFORMATION

F-52
<PAGE> 97

- ---------------------------------------------------
- ---------------------------------------------------

NO DEALER, SALESPERSON, OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THIS OFFERING OTHER
THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY OR ANY OF THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL OR SOLICITATION OF ANY OFFER TO BUY BY ANY ONE IN ANY JURISDICTION IN
WHICH SUCH OFFER TO SELL OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE
PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO, OR TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.

------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary.................. 3
Cautionary Statement Regarding
Forward-Looking Statements........ 6
Risk Factors........................ 6
Use of Proceeds..................... 10
Price Range of Common Stock......... 11
Dividend Policy..................... 11
Capitalization...................... 12
Recent Acquisitions................. 13
Selected Consolidated Financial
Data.............................. 15
Management's Discussion and Analysis
of Financial Condition and Results
of Operations..................... 16
Business............................ 21
Management.......................... 31
Certain Transactions................ 35
Principal and Selling
Shareholders...................... 37
Description of Capital Stock........ 38
Underwriting........................ 40
Legal Matters....................... 41
Experts............................. 41
Available Information............... 41
Index to Financial Statements....... F-1
</TABLE>

- ---------------------------------------------------
- ---------------------------------------------------

LOGO

THE UNIMARK GROUP, INC.
2,000,000 SHARES

COMMON STOCK
--------------------

PROSPECTUS
--------------------
RODMAN & RENSHAW, INC.

RAUSCHER PIERCE REFSNES, INC.
, 1996
- ---------------------------------------------------
- ---------------------------------------------------
<PAGE> 98

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the expenses to be incurred in connection
with this Registration Statement, all of which will be borne by the Company. All
of such expenses are estimated, other than the filing fees payable to the
Commission and the NASD.

<TABLE>
<CAPTION>
AMOUNT
--------
<S> <C>
SEC Registration Fee.............................................................. $ 12,789
NASD Filing Fee................................................................... 4,208
Printing and Engraving Expenses................................................... 100,000
Legal Fees and Expenses........................................................... 125,000
Blue Sky Fees and Expenses........................................................ 15,000
Accounting Fees and Expenses...................................................... 125,000
Miscellaneous..................................................................... 33,000
--------
Total................................................................... $400,000
========
</TABLE>

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Article 2.02-1 of the Texas Business Corporation Act permits a corporation
to indemnify a person who was or is a director, officer, employee, or agent of a
corporation or who serves at the corporation's request as a director, officer,
partner, proprietor, trustee, employee, or agent of another corporation,
partnership, trust, joint venture, or other enterprise (an "outside
enterprise"), who was, is, or is threatened to be named a defendant in a legal
proceeding by virtue of such person's position in the corporation or in an
outside enterprise, but only if the person acted in good faith and reasonably
believed, in the case of conduct in the person's official capacity, that the
conduct was in or, in the case of all other conduct, that the conduct was not
opposed to the corporation's best interest, and, in the case of a criminal
proceeding, the person had no reasonable cause to believe the conduct was
unlawful. A person may be indemnified within the above limitations against
judgments, fines, settlements, and reasonable expenses actually incurred.
Generally, an officer, director, agent, or employee of a corporation or a person
who serves at the corporation's request as an officer, director, agent, or
employee of an outside enterprise may not be indemnified, however, against
judgments, fines, and settlements incurred in a proceeding in which the person
is found liable to the corporation or is found to have improperly received a
personal benefit and may not be indemnified for expenses unless, and only to the
extent that, in view of all the circumstances, the person is fairly and
reasonably entitled to indemnification for such expenses. A corporation must
indemnify a director, officer, employee, or agent against reasonable expenses
incurred in connection with a proceeding in which the person is a party because
of the person's corporate position, if the person was successful, on the merits
or otherwise, in the defense of the proceeding. Under certain circumstances, a
corporation may also advance expenses to such person.

Article 2.02-1 of the Texas Business Corporation Act also permits a
corporation to purchase and maintain insurance or to make other arrangements on
behalf of any of the above persons against any liability asserted against and
incurred by the person in such capacity, or arising out of the person's status
as such a person, whether or not the corporation would have the powers to
indemnify the person against the liability under applicable law.

The Company's Articles of Incorporation, as amended, provide that the
Company's directors will have no personal liability to the Company or its
shareholders for monetary damages for breach or alleged breach of the directors'
duty of care. This provision has no effect on director liability for (i) a
breach of the directors' duty of loyalty to the Company or its shareholders,
(ii) acts or omissions not in good faith that constitute a breach of duty of a
director or involving intentional misconduct or knowing violations of law, (iii)
approval of any

II-1
<PAGE> 99

transaction from which a director derives an improper personal benefit, or (iv)
an act or omission for which the liability of a director is expressly provided
by an applicable statute. In addition, the Company's Articles of Incorporation,
as amended, provide that any additional liabilities permitted to be eliminated
by subsequent legislation will automatically be eliminated without further
shareholder vote, unless additional shareholder approval is required by such
legislation. Article VI of the Company's Bylaws also provides that the Company
will indemnify its directors, officers, employees and agents to the fullest
extent permitted by the Texas Business Corporation Act. The Company is generally
required to indemnify its directors, officers, employees, and agents against all
judgments, fines, settlements, legal fees, and other expenses incurred in
connection with pending or threatened legal proceedings because of the person's
position with the Company or another entity that the person serves at the
Company's request, subject to certain conditions, and to advance funds to enable
them to defend against such proceedings. In addition, the Bylaws contain certain
provisions intended to facilitate receipt of such benefits.

The Underwriting Agreement entered into by the Company and the
Representatives in connection with this offering provides that the
Representatives will indemnify the directors and officers of the Company against
certain liabilities including liabilities under the Securities Act.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

In May 1996, in connection with the GISE Acquisition, UniMark issued
782,614 shares of Common Stock to the holders of the outstanding shares of
capital stock of GISE.

In May 1996, in connection with the Simply Fresh Acquisition, UniMark
issued 90,909 shares of Common Stock to the holders of the outstanding shares of
capital stock of Simply Fresh.

In January 1996, in connection with the Deli-Bon Acquisition, UniMark
issued 28,510 shares of Common Stock to Gestion Michel Baribeau, Inc.

Effective upon the Company's initial public offering in August 1994,
holders of all the outstanding shares of capital stock of ICMOSA (the "ICMOSA
Holders") exchanged all outstanding shares of ICMOSA stock for shares of
UniMark's Common Stock (the "ICMOSA Exchange"). In connection with the ICMOSA
Exchange, UniMark issued 1,300,950 shares of Common Stock to the ICMOSA Holders,
representing approximately 43.4 percent of UniMark's Common Stock outstanding
immediately prior to the offering or approximately 28 percent of UniMark's
Common Stock outstanding immediately after the offering. All of the ICMOSA
Holders are Mexican nationals and none are citizens or residents of the United
States. As part of the ICMOSA Exchange, each ICMOSA Holder has agreed not to
sell any shares of UniMark Common Stock in the United States without the consent
of UniMark for a period of two years.

Exemption from registration with respect to the above-described sales was
claimed under Section 4(2) of the Securities Act regarding transactions by an
issuer not involving any public offering, under Rules 506 promulgated under the
Securities Act and Regulation S under the Securities Act.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------ -----------------------------------------------------------------------------------
<C> <C> <S>
1.0 -- Form of Underwriting Agreement(7)
3.1 -- Articles of Incorporation of The UniMark Group, Inc., as amended(1)
3.2 -- Amended and Restated Bylaws of The UniMark Group, Inc.(1)
3.3 -- Articles of Exchange of The UniMark Group, Inc.(1)
4.1 -- Specimen Stock Certificate(1)
4.4 -- Form of Underwriters' Warrant and Registration Agreement(1)
5.1 -- Opinion of Jordaan, Howard & Pennington, PLLC as to the validity of the issuance of
the securities registered hereby (including consent)(7)
10.1 -- The UniMark Group, Inc. 1994 Employee Stock Option Plan(1)
10.2 -- The UniMark Group, Inc. 1994 Stock Option Plan for Directors(1)
</TABLE>

II-2
<PAGE> 100

<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------ -----------------------------------------------------------------------------------
<C> <C> <S>
10.3 -- Stock Exchange Agreement between The UniMark Group, Inc. and the stockholders of
Industria Citricolas de Montemorelos, S.A. de C.V.(1)
10.4 -- Citrus Grove Lease Agreement(1)
10.6 -- License Agreement between Pacific Rim Marketing, Ltd. and The UniMark Group, Inc.
dated effective April 14, 1994(1)
10.7 -- Loan Agreement between The UniMark Group, Inc. et al and Southwest Bank dated
September 4, 1994(1)
10.8 -- Assumption Agreement between the UniMark Foods, Inc., Jorn Budde and Texas Commerce
Bank -- Rio Grande dated May 17, 1991, with related documents.(1)
10.10 -- Lease Agreement between UniMark Foods, Inc. and Jorn and Doreen Budde dated
September 1, 1991(1)
10.11 -- Lease Agreement between UniMark Foods, Inc. and Terry Speer dated July 1, 1991(1)
10.12 -- Loan Agreement between The UniMark Group, Inc., et al and Southwest Bank dated
April 30, 1994(1)
10.13 -- Asset Operating Agreement between the Registrant and Industrias Horticolas de
Montemorelos, S.A. de C.V.(2)
10.14 -- Lease agreement among Hector Gerardo Castagne Maitret, Carlos Courturier Arellano,
Mauro Alberto Salazar Rangel, Miguel Angel Salazar Rangel, Alejandrina Trevino
Garcia, Gerardo Trevino Garcia, Jorge Maitret and Industrias Citricolas de
Montemorelos, S.A. de C.V.(2)
10.15 -- Contract of Purchase and Sale between Empacadora Tropifrescos, Sociedad Anonima de
Capital Variable and Industrias Citricolas de Montemorelos, S.A. de C.V.(2)
10.16 -- Lease Agreement between Industrias Citricolas de Montemorelos, S.A. de C.V. and
Valpak, S.A. de C.V. dated July 1, 1995(3)
10.17 -- Asset Operating Agreement between Industrial Citricolas de Montemorelos, S.A. de
C.V. and Empacadora de Naranjas Azteca, S.A. de C.V. dated July 1, 1995(3)
10.18 -- Contract for Operation, Administration, and Purchase and Sale of Fruit between
Industrial Citricolas de Montemorelos, S.A. de C.V. and Mr. Jorge Croda Manica
("Las Tunas") dated July 1, 1995(3)
10.19 -- Lease Contract between Industrial Citricolas de Montemorelos, S.A. de C.V. and Mr.
Mauro Alberto Salazar Rangel and Mr. Miguel Angel Salazar Rangel ("Huerta Loma
Bonita") dated 1995(3)
10.20 -- Unilateral Recognition of Indebtedness and Granting of Revolving Collateral between
Industrial Citricolas de Montemorelos, S.A. de C.V. and Rabobank Curacao N.V. dated
September 20, 1995(3)
10.21 -- Amended and Restated Stock Purchase Agreement among The UniMark Group, Inc.,
9029-4315 Quebec Inc., Michel Baribeau and Gestion Michel Baribeau Inc. dated
January 3, 1996(4)
10.22 -- Business Loan Agreement between Bank of America and UniMark Foods, Inc. dated
December 18, 1995(3)
10.23 -- Lease Agreement between Loma Bonita Partners and UniMark Foods, Inc. dated November
28, 1995(3)
10.24 -- Lease Agreement between The UniMark Group, Inc. and Grosnez Partners dated January
1, 1996(3)
10.25 -- Rural Property Sublease Agreement between Industrial Citricolas de Montemorelos,
S.A. de C.V. and Lorenzo Uruiza Lopez dated October 23, 1995(3)
10.26 -- Purchase Agreement between Industrial Citricolas de Montemorelos, S.A. de C.V. and
Jose Enrique Alfonso Perez Rodriquez dated October 23, 1995(3)
10.27 -- Stock Purchase Agreement between The UniMark Group, Inc. and the stockholders of
Grupo Industrial Santa Engracia dated April 30, 1996(6)
10.28 -- Stock Purchase Agreement between The UniMark Group, Inc., UniMark Foods, Inc., Sam
Perricone Children's Trust -- 1972, Sam Perricone and Mark Strongin dated May 9,
1996(6)
</TABLE>

II-3
<PAGE> 101

<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------ -----------------------------------------------------------------------------------
<C> <C> <S>
10.29 -- Employment Agreement by and between Grupo Industrial Santa Engracia, S.A. de C.V.
and Ing Jose Ma. Martinez Brohez dated as of May 9, 1996(7)
10.30 -- Promissory Note payable to the order of Confia S.A., Institucion de Banca Multiple,
Abaco Grupo Financiero in the original principal amount of $3,000,000 executed May
1996 by ICMOSA(9)
11 -- Statement regarding computation of per share earnings(5)
21 -- Subsidiaries of the Registrant(7)
23.1 -- Consent of Ernst & Young LLP(9)
23.2 -- Consent of Laberge Lafleur(9)
23.3 -- Consent of Mancera, S.C. Ernst & Young(9)
23.4 -- Consent of Garza, Jasso y Asociados(9)
23.5 -- Consent of Jordaan, Howard & Pennington contained in its opinion filed as Exhibit
5.1 hereto
24 -- Power of Attorney (See signature page)(7)
27 -- Financial Data Schedule(8)
</TABLE>

- ---------------

(1) Previously filed as the same numbered Exhibit to the Registrant's
Registration Statement on Form SB-2, as amended, SEC Registration No.
33-78352-D.

(2) Previously filed as an Exhibit to the Registrant's Annual Report on Form
10-KSB for the fiscal year ended December 31, 1994.

(3) Previously filed as an Exhibit to the Registrant's Quarterly Report on Form
10-QSB for the fiscal quarter ended September 30, 1995.

(4) Previously filed as an Exhibit to the Registrant's Current Report on Form
8-K dated January 16, 1995.

(5) Previously filed as an Exhibit to the Registrant's Annual Report on Form
10-KSB for the fiscal year ended December 31, 1995.

(6) Previously filed as an Exhibit to the Registrant's Current Report on Form
8-K dated May 10, 1996.

(7) Previously filed with this Registration Statement.

(8) Previously filed as an Exhibit to the Registrant's Quarterly Report on Form
10-Q for the fiscal quarter ended March 31, 1996.

(9) Filed herewith.

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes it will:

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.

For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as a part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of the
registration statement as of the time it was declared effective. For the
purpose of determining any liability under the Securities Act of 1933, each
post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

II-4
<PAGE> 102

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amendment to this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Bartonville, State of Texas, on May 16, 1996:

The UniMark Group, Inc.
(Registrant)

By: /s/ JORN BUDDE

----------------------------------

Jorn Budde

President and Chief Executive
Officer

In accordance with the requirements of the Securities Act of 1933, this
amendment to this registration statement was signed below by the following
persons on behalf of the registrant and in the capacities and on the dates
stated:

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------- -------------------------------- -------------
<S> <C> <C>
/s/ JORN BUDDE President, Chief Executive May 16, 1996
- --------------------------------------------- Officer and Director
Jorn Budde (Principal Executive Officer)

/s/ KEITH FORD Vice President -- Finance, May 16, 1996
- --------------------------------------------- Secretary and Treasurer
Keith Ford (Principal Financial and
Accounting Officer)

* Chief Operating Officer and May 16, 1996
- --------------------------------------------- Director
Rafael Vaquero Bazan

* Director May 16, 1996
- ---------------------------------------------

Edward A. Stone

* Director May 16, 1996
- ---------------------------------------------
Eduardo Vaquero Bazan

* Director (Honorary Chairman) May 16, 1996
- ---------------------------------------------
Pedro Vaquero Garcia

* Director May 16, 1996
- ---------------------------------------------
Fernando Camacho Casas

* Director May 16, 1996
- ---------------------------------------------
Jakes Jordaan

*By: /s/ JORN BUDDE
-----------------------------------------
Jorn Budde
Attorney-in-fact
</TABLE>

II-5
<PAGE> 103
INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------ -----------------------------------------------------------------------------------
<C> <C> <S>
10.30 -- Promissory Note payable to the order of Confia S.A., Institucion de Banca Multiple,
Abaco Grupo Financiero in the original principal amount of $3,000,000 executed May
1996 by ICMOSA
23.1 -- Consent of Ernst & Young LLP
23.2 -- Consent of Laberge Lafleur
23.3 -- Consent of Mancera, S.C. Ernst & Young
23.4 -- Consent of Garza, Jasso y Asociados
</TABLE>

<PAGE> 1
EXHIBIT 10.30

[CONFIA S.A. LOGO]

PROMISSORY NOTE

By means of this PROMISSORY NOTE, the SUBSCRIBER unconditionally promises to
pay to the order of Confia S.A., Institucion de Banca Multiple, Abaco Grupo
Financiero, (the "BANK") the principal amount of USD$ 3,000,000.00 (THREE
MILLION 00/100 U.S. DLLS.), lawful currency of the United States of America
precisely on AUGUST 15, 1996.

The SUBSCRIBER promises to pay on AUGUST 15, 1996 interest on the principal
amount hereof an annual rate of interest of 11.5000%.

In the event the SUBSCRIBER shall fail to pay the principal amount hereof as
and when due hereunder, the unpaid amount shall bear interest from the date
such payment was due until payment of such amount in full calculated on a daily
basis at a rate per annum of 50.0000%.

Interest hereunder shall be computed on the basis of a year of 360 days for
the actual number of days elapsed.

The principal amount hereof and interest thereon shall be payable to the BANK
in New York, New York, U.S.A., at the office of Swiss Bank, Co. of New York, for
the credit of the BANK's account No. 101-WA-380911000, in freely transferable
Dollars and in same day funds, no later than 12:00 noon (New York time), on the
date on which such payments are due.

Whenever any payment to be made hereunder shall be stated to be due on a day
which is not a business day, (meaning a day of the year on which banks in
London, England, carry on transactions in Dollars, and banks in New York City,
U.S.A. and in Mexico City, United Mexican States ("Mexico") are not required or
authorized to close), such payment shall become due on the next following
business day.

The SUBSCRIBER agrees to make all payments in respect of principal and interest
free and clear of and without deduction, charge or withholding, or any tax
liabilities imposed on such amounts, actually or in the future payable in any
jurisdiction. If at any time Mexico (or any other country entitled to do so)
or any political subdivision or any taxing authority thereof or therein shall
impose, charge or collect any tax, charge, withholding, deduction, levy, or any
other fiscal liability together with interest, penalties, fines, or charges
thereon (the "Taxes"), on or with respect hereto or to any payment hereunder,
the SUBSCRIBER agrees to pay, immediately to the appropriate tax authority, on
behalf of the BANK the amount of any such additional amounts required to ensure
the BANK received the full amount that the BANK would have received had no such
payment of taxes been made.

<PAGE> 2
The SUBSCRIBER and the GUARANTOR hereby irrevocably submit to the jurisdiction
of any New York State court or any United States court sitting in New York City,
New York, United States or any competent court of Mexico City, Mexico or of the
city of MONTERREY N.L., Mexico, in any action or proceeding arising out of or
relating to this PROMISSORY NOTE, as the plaintiff in such action or proceeding
may elect and the SUBSCRIBER and the GUARANTOR hereby irrevocably agree that
all claims in respect of such action or proceeding may be heard and determined
in any of such courts. The SUBSCRIBER and the GUARANTOR irrevocably waive, to
the fullest extent permitted by law, any objection which it may now or hereafter
have to laying of venue of any suit, action or proceeding with respect to this
PROMISSORY NOTE brought in any court aforementioned, and the SUBSCRIBER and the
GUARANTOR further irrevocably waive any claim that any such suit, action or
proceeding brought in any such court has been brought in an inconvenient forum.
The SUBSCRIBER and the GUARANTOR hereby expressly waive all rights to any other
jurisdiction, which they may now or hereafter have any reason of their present
or subsequent domiciles.

The SUBSCRIBER and the GUARANTOR hereby consent to service of process upon them
in any action or proceeding arising out of or relating to this PROMISSORY NOTE
(i) if in the State of New York, United States, at the address of CT Corporation
System (The "Process Agent"), (ii) and if in the Federal District of Mexico or
in MONTERREY, N.L., at the domicile appearing under their respective name in
this signature page.

This PROMISSORY NOTE is executed in an English and Spanish version, both of
which shall bind the SUBSCRIBER and the GUARANTOR and constitute one and the
same PROMISSORY NOTE, provided however that in the case of doubt as to the
proper interpretation or construction of this PROMISSORY NOTE; the English text
shall be controlling in all cases, except that in case of any legal proceeding
instituted in any court of Mexico the Spanish text shall be controlling.

This PROMISSORY NOTE is executed in MONTERREY, N.L. on May 17, 1996.

THE SUBSCRIBER / EL SUSCRIPTOR

/s/ [ILLEGIBLE]
------------------------------
Por/By: INDUSTRIAS CITRICOLAS DE MONTEMORELOS, S.A. DE C.V.
Cargo/Title:
Domicillo/Address: CARR.GENERAL TERAN KM 1 MONTEMORELOS, N.L.

THE GUARANTOR / EL AVALISTA

/s/ [ILLEGIBLE]
------------------------------
Por/By: THE UNIMARK GROUP INC.
Cargo/Title:
Domicillo/Address: 1121 POST OAK ROAD, ARGYLE, TX. 76220

<PAGE> 1

EXHIBIT 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to
the use of our reports dated February 26, 1996, except for Note 13 as to which
the date is May 9, 1996, with respect to the financial statements of The UniMark
Group, Inc. and April 29, 1996, except for Note 9 as to which the date is May 9,
1996, with respect to the financial statements of Simply Fresh Fruit, Inc., in
the Registration Statement (Form S-1 No. 333-3539) and related Prospectus of The
UniMark Group, Inc. for the registration of 2,000,000 shares of its common
stock.

ERNST & YOUNG LLP

Dallas, Texas

May 16, 1996

<PAGE> 1

EXHIBIT 23.2

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated January 22, 1996, with respect to the financial
statements of Les Produits Deli-Bon Inc. in the Registration Statement (Form S-1
No. 333-3539) and related Prospectus of The UniMark Group, Inc. for the
registration of 2,000,000 shares of its common stock.

LABERGE LAFLEUR

Sainte-Foy (Quebec)
Canada

May 16, 1996

<PAGE> 1

EXHIBIT 23.3

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated April 23, 1996, except for Note 8 as to which the
date is May 9, 1996, with respect to the financial statements of Grupo
Industrial Santa Engracia, S.A. de C.V. in the Registration Statement (Form S-1
No. 333-3539) and related Prospectus of The UniMark Group, Inc. for the
registration of 2,000,000 shares of its common stock.

MANCERA, S.C.
ERNST & YOUNG

San Pedro Garza Garcia, N.L., Mexico

May 16, 1996

<PAGE> 1

EXHIBIT 23.4

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated June 24, 1995, with respect to the financial
statements of Grupo Industrial Santa Engracia, S.A. de C.V. in the Registration
Statement (Form S-1 No. 333-3539) and related Prospectus of The UniMark Group,
Inc. for the registration of 2,000,000 shares of its common stock.

GARZA, JASSO Y ASOCIADOS

Leon, Gto.
Mexico

May 16, 1996