UNIMARK GROUP INC, 10-K405, 1997-03-31

UNIMARK GROUP INC
10-K405, 1997-03-31
CANNED, FRUITS, VEG, PRESERVES, JAMS & JELLIES

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

MARK (ONE)

[X] Annual Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

For the fiscal year ended December 31, 1996

OR
[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

For the transition period from _________________to ____________________

Commission file number 0-26096

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

TEXAS 75-2436543
(State of incorporation or organization) (I.R.S. Employer Identification No.)

UNIMARK HOUSE
124 MCMAKIN ROAD
BARTONVILLE, TEXAS 76226
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (817) 491-2992

Securities registered pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to Section 12(g) of the Act:

COMMON STOCK, $.01 PAR VALUE
(Title of class)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ X ] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]

The approximate aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock was sold
as of March 21, 1997 was $56,532,708. The number of shares of common stock
outstanding as of March 21, 1997 was 8,561,333.

DOCUMENTS INCORPORATED BY REFERENCE:

The UniMark Group, Inc.'s 1997 Proxy Statement contains much of the
information required in Part III of this Form 10-K, and portions of the 1997
Proxy Statement are incorporated by reference herein from the applicable
sections thereof. The Items of this Form 10-K, where applicable, specify which
portions of the 1997 Proxy Statement are incorporated by reference. The
portions of the 1997 Proxy Statement that are not incorporated by reference
shall not be deemed to be filed with the Commission as part of this Form 10-K.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The discussion in this Annual Report on Form 10-K 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 "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Business," as well as those discussed elsewhere in
this report. Statements contained in this report 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 1997 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: growth
and integration of new businesses; uncertainty of new product development and
market acceptance of new products; dependence upon availability and price of
fresh fruit; competition; dependence upon significant customers; seasonality
and quarterly fluctuations; risk related to product liability and recall;
limited intellectual property protection; government regulation; dependence on
key management; economic, political and social conditions in Mexico; exchange
rate fluctuations and inflation; and labor relations and costs. These factors
are listed under "Risk Factors" in the Company's prospectus dated June 14,
1996.

PART I

ITEM 1. BUSINESS.

GENERAL

The UniMark Group, Inc., a Texas corporation ("UniMark" or the "Company"),
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 Industrias Citricolas de Montemorelos S.A. de C.V. ("ICMOSA"), a
Mexican citrus and tropical fruit processor which commenced operations in 1974,
with UniMark Foods, Inc. ("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 fresh, chilled, frozen and
canned cut fruits and other specialty food ingredients. In addition, as a
result of its acquisition of Grupo Industrial Santa Engracia S.A, de C.V.
("GISE"), UniMark is a major Mexican producer of citrus concentrate, oils and
juices. The Company processes and packages its products at ten plants in
Mexico, one in California, one in Massachusetts 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(R), Fruits of Four Seasons(R), Flavor Fresh(TM) 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.

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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(R) 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. UniMark has developed a
line of chilled fruit snack products incorporating citrus cell-sacs as a
key ingredient and plans to commence test marketing of this product line
in the second quarter of 1997. UniMark has targeted this planned line of
fruit snacks toward North American retail and foodservice customers.

Expand cut fruit products utilizing a cryogenic individual quick freeze
("IQF") process. UniMark has expanded its foodservice and wholesale club
businesses by introducing products utilizing a cryogenic IQF 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.

Introduce cut fruit products utilizing a cryogenic individual quick
freeze process to the Japanese market. In 1996, the Company's Japanese
sales represented approximately 11.3% of total sales, compared with 32.9%
in 1995. While sales to Japan decreased significantly in 1996, the Company
believes that there are significant opportunities in Japan for frozen
citrus and tropical fruit products as such products do not contain
additives or preservatives, an important feature for entry into the
Japanese market.

Expand specialty food ingredients. UniMark believes that new 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 acquisition of GISE, 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.

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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 the North American Free Trade Agreement ("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 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.

ACQUISITIONS

Since January 1, 1996, the Company has completed the following three strategic
acquisitions (the "Acquisitions"):

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"). 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. Since the GISE Acquisition,
the Company leased an additional juice plant in Alamo, Veracruz, Mexico.
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 Fruit, Inc. ("Simply Fresh"), a
fruit processing and distribution company located in Los Angeles,
California (the "Simply Fresh Acquisition"). 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, mostly
pineapple, in Simply Fresh's products at UniMark's Mexican plants and
expanded distribution into the foodservice market. Significant integration
of raw materials began with the commencement of the Company's own pineapple
production in 1997. 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 Les Produits Deli-Bon, Inc. ("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.
UniMark has integrated 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.

In August 1996, the Company acquired in a secured party sale certain
equipment, inventory and the "Flavor Fresh (R)" brand name of a fruit
processing company located in Lawrence, Massachusetts for

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approximately $2.4 million. Subsequently, UniMark commenced operations at a
leased facility in Lawrence, Massachusetts. The Company believes that this
facility is strategically located to service its customers located 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, fresh fruit 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(R), Fruits of Four
Seasons(R), Kledor(R), Flavor Fresh(TM) 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.

IQF citrus and tropical fruit. UniMark is expanding its retail and
foodservice business by marketing citrus and tropical fruit 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. Using IQF, the frozen line of fruit includes melon, mango,
orange, grapefruit, lemon, lime, 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, 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.

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 beverages, perfumes and other scented
products.

FRESH FRUIT. In 1997 the Company began marketing of fresh pineapple under
the Simply Fresh(R) brand name.

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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 completed development of its chilled fruit
snack product line and intends to commence test marketing of this product in
the second quarter of 1997. 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 three product managers.

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(R) and Flavor
Fresh(TM) brands 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's 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(R) 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(R) 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.

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 sales department is led by a senior vice
president of sales.

The retail team is led by a sales manager 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

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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 and four regional managers. In addition, the Company employs a national
sales manager that handles individual key accounts in foodservice and retail.
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,
-----------------------------------------------------------
1994 1995 1996
----------------- ----------------- -----------------
NET NET NET
SALES PERCENT SALES PERCENT SALES PERCENT
------- ------- ------- ------- ------- -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Retail sales ........... $ 9,961 39.3% $12,537 34.0% $18,190 27.9%
Foodservice sales ...... 962 3.8 861 2.3 15,122 23.2
Citrus juice and oil
sales ................ -- .-- -- .-- 12,376 19.0
Japan sales ............ 5,985 23.6 12,116 32.9 7,367 11.3
Wholesale club sales ... 5,073 20.0 7,061 19.2 7,894 12.1
Industrial and other
sales .................. 3,365 13.3 4,291 11.6 4,289 6.5
------- ------- ------- ------- ------- -------
Total ........ $25,346 100.0% $36,866 100.0% $65,238 100.0%
======= ======= ======= ======= ======= =======
</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.

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 foodservice sales
force. UniMark intends to expand its foodservice business by introducing
additional products utilizing its IQF process, as well as new canned products.
The Company believes that the foodservice business segment represents an
opportunity for significant future growth.

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, 1994, 1995 and 1996 sales
to the Company's Japanese customers, through Mitsui Foods, Inc., a Japanese
trading company, accounted for approximately 19.5% ,27.5% and 8.9%,
respectively, of the Company's net sales (without giving pro forma effect to
the Acquisitions). 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.

Wholesale club sales. UniMark indirectly sells products to Sam's Wholesale
Clubs and other wholesale clubs throughout the United States. During 1994 ,1995
and 1996 indirect sales to Sam's Wholesale Clubs accounted for approximately
18.5%, 17.6% and 8.3%, respectively, of the Company's net sales.

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.

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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.

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 1997 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. In 1996,
UniMark purchased "Grade A" pineapple from growers throughout Mexico. UniMark
has commenced a significant pineapple growing project. Initial production from
this project will 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

Cut Fruit. Upon arrival at the Company's processing plants, the fruit is
inspected and washed. On the production line, the fruit is 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, Simply Fresh and Flavor Fresh for packing into final presentations.
Only limited processing takes place at Deli-Bon and Flavor Fresh. While Simply
Fresh relies mostly on raw materials from California growing regions some raw
materials are provided by ICMOSA. 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 fruit and squeeze the juice
and pulp completely from the peel. The juice is then separated from the pulp
and

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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.

RESEARCH AND DEVELOPMENT

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

EMPLOYEES

As of March 1, 1997, UniMark employed approximately 4,000 full-time
employees, most of whom were located in Mexico. 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, 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.

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.

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.

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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 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 Sunfresh (R), Fruits of Four Seasons(R),
Jalapeno Sam(R), Fruit Made Easy(R) and Kledor(R) trademarks. In connection
with the Simply Fresh Acquisition, the Company acquired patent rights with
respect to certain fruit cutting machinery.

10
<PAGE> 11
ITEM 2. PROPERTIES.

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, 625 acres Pink grapefruit Leased
Oaxaca, Mexico

Villa Azueta Grove(2)...... Villa Azueta, 660 acres Pineapple 576 acres
Veracruz, Mexico owned and
84 leased
Victoria Grove............. Cd. Victoria, 240 acres Oranges and Owned
Tamaulipas, Mexico Italian lemons

Victoria Grove II.......... Cd. Victoria, 120 acres Italian lemons Owned
Tamaulipas, Mexico

Loma Bonita I Grove........ Loma Bonita, 190 acres White grapefruit Leased
Oaxaca, 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.

11
<PAGE> 12

lemons for Coca-Cola. UniMark believes that this arrangement will afford GISE
with operational benefits by allowing GISE to process lemons during the off
season and significantly expand the Company's agricultural operations in
Mexico.

FACILITIES

The Company's principal processing facilities are described below:

<TABLE>
<CAPTION>
APPROXIMATE
NUMBER OF
APPROXIMATE EMPLOYEES
SQUARE (AS OF MARCH 1,
NAME LOCATION FOOTAGE 1997) 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 65,740 199 Owned
Flavor Fresh Plant Lawrence, Massachusetts 60,000 100 Leased
Azteca Plant.............. Montemorelos, Nuevo Leon, Mexico 50,000 320 Leased
Puebla Plant.............. Tlatlauquipec, Puebla, Mexico 50,000 500 Owned
Simply Fresh Plant........ Los Angeles, California 45,000 148 Leased
Zamora Plant.............. Zamora, Michoacan, Mexico 41,000 120 (3) 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
Frutalamo Juice Plant..... Alamo, Veracruz, Mexico 27,710 107 Leased
Veracruz Juice Plant...... Poza Rica, Veracruz, Mexico 22,900 76 Owned
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. Owned properties are subject to individual mortgages
with the real estate as collateral.

(2) The Company has completed construction of the 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.

(3) This facility has commenced limited operation.

The Company's other supporting facilities are described below:

In addition to the properties described above the Company maintains its
corporate headquarters in Bartonville, 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 Bartonville, 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 1, 1997, UniMark employed 33 people at this
facility with space well utilized for the corporate headquarters.

The Hidalgo Distribution Center. The Company's refrigerated distribution
center in Hidalgo, Texas (on the Texas/Mexico border) consists of approximately
20,000 square feet and is fully utilized. As of March 1, 1997, 12 people were
employed at this company owned facility.

12
<PAGE> 13

The UniMark Tech Center. The Company leases a tech center located in Cape
Coral, Florida which consists of approximately 13,000 square feet. This
facility is well suited for manufacturing a substantial amount of customized
equipment used in the Company's operations.

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.

ITEM 3. LEGAL PROCEEDINGS.

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

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There were no matters submitted to a vote of security holders during the
quarter ended December 31, 1996.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS

The Common Stock is quoted on the Nasdaq National Market under the symbol
"UNMG". 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, 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...................................... 17 7/8 13 3/4
Third Quarter....................................... 17 3/4 10 5/8
Fourth Quarter...................................... 12 1/2 7 --
</TABLE>

- ----------

* Represents high and low bid prices as reported on the Nasdaq Small-Cap 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 March 21, 1997, the
last reported sale price for the Common Stock on the Nasdaq National Market

13
<PAGE> 14
was $7.75. As of March 21, 1997 there were 156 shareholders of record of the
Common Stock and in excess of 200 beneficial shareholders.

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, the Company's loan agreement with Cooperatieve Centrale
Raiffeisen-Boerenleenbank B. A. ("Rabobank Nederland") dated February 12, 1997,
restricts the Company to declare or pay any dividends on its shares of Common
Stock without the prior written consent of Rabobank Nederland. 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."

ITEM 6. SELECTED FINANCIAL DATA.

The following table sets forth, for the periods and at the dates indicated,
selected historical consolidated financial data of the Company. 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, 1994, 1995 and 1996 should be read in conjunction with
such financial statements and the notes thereto included elsewhere herein.

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
--------------------------------------------------
1992 1993 1994 1995 1996 (1)
------- ------- ------- ------- -------
(IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
Net sales ....................................... $14,278 $18,893 $25,346 $36,866 $65,238
Gross profit .................................... 4,603 5,952 7,403 12,674 18,626
Income from operations .......................... 737 633 1,530 4,251 1,027
Extraordinary gain .............................. -- -- -- -- 330
Net income ...................................... $ 267 $ 73 $ 1,015 $ 2,947 $ 543
======= ======= ======= ======= =======
Earnings per common share:
Income before extraordinary gain:
Primary ..................................... $ 0.09 $ 0.02 $ 0.28 $ 0.53 $ 0.03
======= ======= ======= ======= =======
Fully diluted ............................... $ 0.09 $ 0.02 $ 0.28 $ 0.51 $ 0.03
======= ======= ======= ======= =======
Net income:
Primary ..................................... $ 0.09 $ 0.02 $ 0.28 $ 0.53 $ 0.07
======= ======= ======= ======= =======
Fully diluted ............................... $ 0.09 $ 0.02 $ 0.28 $ 0.51 $ 0.07
======= ======= ======= ======= =======
Weighted average common and common
equivalent shares outstanding:
Primary ..................................... 3,000 3,000 3,642 5,609 7,643
Fully diluted ............................... 3,000 3,000 3,642 5,805 7,645
Total assets .................................... $ 2,566 $ 4,007 $11,176 $26,498 $76,683
Long-term debt .................................. 369 296 919 699 4,332
Stockholders' equity ............................ 369 459 6,392 14,978 47,800
</TABLE>

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

(1) Includes the results of operations of GISE and Simply Fresh since April 1,
1996, and Deli-Bon since January 3, 1996, the effective dates of these
acquisitions, as more fully explained in the Company's Notes to Consolidated
Financial Statements for the year ended December 31, 1996 contained elsewhere
herein.

14
<PAGE> 15

ITEM 7. 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, Inc.,
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 seven citrus processing plants and various
citrus groves throughout Mexico. GISE is a Mexican corporation with its
headquarters located in Victoria, Tamaulipas, Mexico, whose principal
activities consist of operating three citrus juice and oil processing plants.
ICMOSA and GISE maintain their accounting records in Mexican pesos and in
accordance with Mexican generally accepted accounting principles and are
subject to Mexican income tax laws. ICMOSA's and GISE's financial statements
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>
YEAR ENDED DECEMBER 31,
----------------------------
1994 1995 1996
------ ------ ------
<S> <C> <C> <C>
Net sales ............................................... 100.0% 100.0% 100.0%
Cost of products sold ................................... 70.8 65.6 71.4
------ ------ ------
Gross profit ............................................ 29.2 34.4 28.6
Selling, general and administrative expenses ............ 23.2 22.9 27.0
------ ------ ------
Income from operations .................................. 6.0 11.5 1.6
Other income (expense):
Interest expense ...................................... (1.9) (0.9) (2.2)
Interest income ....................................... -- 1.3 0.8
Other ................................................. 0.3 0.6 (0.3)
------ ------ ------
Income (loss) before income taxes and
extraordinary gain .................................... 4.4 12.5 (0.1)
Income tax expense (benefit) ............................ 0.4 4.5 (0.4)
------ ------ ------
Income before extraordinary gain ........................ 4.0 8.0 0.3
Extraordinary gain, net of applicable income taxes ...... .-- .-- 0.5
------ ------ ------
Net income .............................................. 4.0% 8.0% 0.8%
====== ====== ======
</TABLE>

15
<PAGE> 16

Years Ended December 31, 1995 and 1996

Net sales increased 76.7% from $36.9 million in 1995 to $65.2 million in
1996. This increase was primarily due to increases in foodservice sales, the
commencement of citrus juice and oil sales and growth in retail sales.
Foodservice sales increased from $861,000 in 1995 to $15.1 million in 1996.
This increase was primarily a result of the Simply Fresh Acquisition and the
addition of new customers. Also in 1996, the Company acquired GISE, a citrus
juice and oil processor in Mexico. Citrus juice and oil sales totaled $12.3
million in 1996. Retail sales increased 45.6% from $12.5 million in 1995 to
$18.2 million in 1996 primarily as a result of increased distribution and
demand for the Company's retail chilled fruit product line.

The increase in net sales was adversely impacted by a decline in sales of
the Company's specialty food ingredient products in the Japanese market. Sales
to Japan decreased 38.8% from $12.1 million in 1995 to $7.4 million in 1996
primarily as a result of decreased demand in Japan for the Company's specialty
food ingredient products. The Company believes that this decrease in demand was
due to a decline in sales of the Japanese products containing the Company's
specialty food ingredients and resulting higher than anticipated inventory
levels of the Company's specialty food ingredients held by distributors in
Japan. Although the Company anticipates a continued decline in sales of its
specialty food ingredient products to Japan during fiscal 1997, the Company
believes there are significant opportunities in the Japanese market for frozen
citrus and tropical fruit products because such products do not contain
additives or preservatives, an important feature for entry into the Japanese
market.

Gross profit as a percentage of net sales decreased from 34.4% in 1995 to
28.6% in 1996. Gross profit on cut fruit sales decreased from 34.4% in 1995 to
31.0% in 1996 while gross profit on citrus juice and oil sales was 18.1% in
1996. The decline in gross profit on cut fruit sales resulted primarily from
increased processing costs due to, among other things, lower than anticipated
production volume resulting from the decline in Japanese sales, increased raw
materials costs and operational inefficiencies associated with the delay in
integrating the Company's new facilities into its existing operations. Although
the loss of Japanese production volume is anticipated to adversely impact the
Company's first quarter 1997 operating results, the Company is taking
affirmative steps to replace the lost production volume. In addition, the
Company believes that the integration of its newly acquired United States
production facilities with its existing operations will be completed in 1997.

Gross profit on citrus juice and oil sales in 1996 were adversely affected
by a significant decline in market prices and increased production costs.
During the fourth quarter of 1996, frozen concentrate orange juice futures
prices declined approximately 30% primarily as a result of favorable production
forecasts from Brazil and Florida. In addition, the Company experienced
increased fruit prices and reduced production yields as a result of the drought
in northern Mexico in the summer of 1996. While the Company's increased costs
of inventories is estimated to adversely impact operations in the first quarter
of 1997, citrus juice and oil operating profits are anticipated to improve over
the remainder of 1997 because of improved raw material costs.

Selling, general and administrative expenses ("SG&A") as a percentage of
net sales increased from 22.9% in 1995 to 27.0% in 1996. This increase is
primarily the result of increased sales and marketing expenses associated with
the commencement of operations in Massachusetts, and increased general and
administrative expenses associated with the Acquisitions. Presently, the
Company is consolidating and integrating its United States administrative and
accounting functions. This restructuring is expected to positively impact SG&A.

Interest expense increased from 0.9% of net sales in 1995 to 2.2% in 1996.
Actual interest expense increased from $318,000 in 1995 to $1.4 million in
1996. This increase was primarily the result of increased levels of debt
necessary to support increased levels of inventory and trade receivables
associated with the increase in sales volume and distribution centers.

16
<PAGE> 17

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, while $548,000 of interest income was
earned in 1996 primarily from the temporary cash investment of proceeds from
the Company's secondary public offering .

A foreign currency transaction net gain of $124,000 in 1995 and a net loss
of $248,000 in 1996 resulted from the conversion of ICMOSA's and GISE's Mexican
financial statements to U.S. GAAP.

An extraordinary gain recognized on the forgiveness of debt in Mexico, net
of applicable income and employee profit sharing taxes of $289,000, resulted in
a net gain of $330,000 in 1996.

Net income, as a result of the foregoing, decreased from $2.9 million in
1995 to $543,000 in 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.

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.

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 Mexican

17
<PAGE> 18

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 processes substantially all of its products in
Mexico, through its wholly owned subsidiaries ICMOSA and GISE, for export to
the United States, Canada, Europe and Japan. Generally, the cost of citrus
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 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

Demand for UniMark's 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. In addition, a substantial portion of UniMark's
exports to Japan is processed and shipped during the first and fourth quarter
each year. Management believes UniMark's quarterly net sales will continue to
be impacted by this pattern of seasonality.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 1996, cash and cash equivalents totaled $4.3 million, a
decrease of $2.0 million from year end 1995. During 1996, operating activities
utilized cash of $13.3 primarily to (i) finance an $8.9 million increase in
inventories, (ii) finance a $3.9 million increase in receivables and (iii)
decrease accounts payable and accrued expenses by $2.3 million. These increases
in inventories and receivables are largely a result of the increased sales
volume in 1996.

During 1996, UniMark utilized net cash of $17.9 million in investing
activities. Of this amount $13.1 million was expended on plant, equipment and
capital improvements. These expenditures primarily consisted of constructing a
refrigerated warehouse at ICMOSA, acquiring GISE's leased juice processing
facility in Poza Rica, Veracruz, Mexico, installing a new IQF freezing line in
Simply Fresh and acquiring additional fruit processing equipment. Further, $2.6
million was utilized in the acquisitions of Deli-Bon, Simply Fresh and GISE.
Also, the Company invested approximately $3.0 million in agricultural
development.

18
<PAGE> 19

In June, 1996, the Company completed a secondary public offering in which it
sold 1,677,000 shares of its common stock at $14.50 per share with net proceeds
to the Company of approximately $22.2 million. During 1996, UniMark retired its
$3.0 million U.S. line of credit with Bank of America and ICMOSA obtained
additional, unsecured short-term financing in Mexico with Bancrecer for $3.0
million. At the time of acquisition, GISE had an established $6.0 million
short-term line of credit with Rabobank Netherland which has remained in place.
The $6.3 million net increase in short-term borrowings in 1996 resulted from
utilization of the Rabobank Netherland and Bancrecer credit facilities.

The Company received cash proceeds of $1.2 million from long-term debt
financing in 1996, of which $800,000 was obtained from five year bank financing
of the equipment at its Massachusetts plant facility. Cash was utilized to make
regularly scheduled payments of long-term debt of $828,000 in 1996.

In October, 1996, GISE and The Coca-Cola Export Corporation ("Coca-Cola"),
an affiliate of The Coca-Cola Company, entered into a ten year Supply Contract,
with a ten year renewal option, for the production of Italian lemons. Pursuant
to the terms of this Supply Contract, GISE will plant and grow approximately
12,000 acres of Italian lemons for sale to Coca-Cola at pre-determined prices.
The Supply Contract requires Coca-Cola to provide, free of charge, 750,000
lemon trees, enough to plant approximately 7,200 acres. In addition, the Supply
Contract requires Coca-Cola to purchase all the production from the project.
The planting program began in November, 1996 and is scheduled to be completed
in February, 2000 with harvesting of the first crops to begin in late 1998. The
Company estimates that this project will require capital expenditures of $4.7
million in 1997. The total capital requirements for the project is estimated to
be approximately $27.0 million over the next four years. Presently, the Company
is exploring various financing alternatives for this project. There can be no
assurances that financing for this project can be obtained on acceptable terms,
or at all. Although UniMark believes that it could finance the project with
anticipated cash flow from operations, the inability to internally finance the
project or to obtain third party financing for the project could have a
material adverse effect on the Company.

The Company's future cash requirements for 1997 and beyond will depend
primarily upon the level of sales, expenditures for capital equipment and
improvements, investments in agricultural projects, the timing of inventory
purchases and new product introductions. 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.

19
<PAGE> 20

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Auditors........................................... 21

Consolidated Balance Sheets as of December 31, 1995 and 1996............. 22

Consolidated Statements of Income for the Years Ended
December 31, 1994, 1995 and 1996..................................... 23

Consolidated Statements of Shareholders' Equity for the Years Ended
December 31, 1994, 1995 and 1996..................................... 24

Consolidated Statements of Cash Flows for the Years Ended
December 31, 1994, 1995 and 1996..................................... 25

Notes to Consolidated Financial Statements............................... 26
</TABLE>

20
<PAGE> 21

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, 1995 and 1996, and the related
consolidated statements of income, shareholders' equity, and cash flows for
each of the three years in the period ended December 31, 1996. 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, 1995 and 1996, and the consolidated
results of its operations and its cash flows for each of the three years in the
period ended December 31, 1996, in conformity with generally accepted
accounting principles.

ERNST & YOUNG LLP

Dallas, Texas
February 28, 1997

21
<PAGE> 22
THE UNIMARK GROUP, INC.

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

<TABLE>
<CAPTION>
DECEMBER 31,
-----------------
1995 1996
------- -------
<S> <C> <C>
ASSETS

Current assets:
Cash and cash equivalents .................................... $ 6,286 $ 4,268
Accounts receivable -- trade, net of allowance of $70 in
1995 and $142 in 1996 ...................................... 4,298 9,244
Accounts receivable -- other ................................. 134 703
Receivables from related parties ............................. 90 632
Due from shareholders ........................................ 52 55
Inventories .................................................. 6,182 19,411
Income and value added taxes receivable ...................... 824 1,418
Deferred income taxes ........................................ 81 196
Prepaid expenses ............................................. 300 771
------- -------
Total current assets ................................. 18,247 36,698
Property, plant and equipment, net of accumulated
depreciation of $1,449 in 1995 and $2,712 in 1996 .......... 7,689 29,177
Deferred income taxes ........................................ 338 373
Goodwill ..................................................... -- 6,787
Identifiable intangible assets ............................... -- 2,320
Other assets ................................................. 224 1,328
------- -------
Total assets ......................................... $26,498 $76,683
======= =======

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
Short-term borrowings ....................................... $ 3,545 $12,604
Current portion of long-term debt ........................... 183 1,114
Accounts payable -- trade ................................... 4,356 4,466
Payable to related parties .................................. -- 106
Accrued expenses ............................................ 943 2,108
Income taxes payable ........................................ 13 --
Deferred income taxes ....................................... 1,726 3,915
------- -------
Total current liabilities ............................ 10,766 24,313
Long-term debt, less current portion ........................ 699 4,332
Deferred income taxes ....................................... 55 238
Commitments
Shareholders' equity:
Common stock, $0.01 par value:
Authorized shares -- 20,000,000
Issued and outstanding shares -- 5,918,050 in 1995 and
8,561,333 in 1996 ........................................ 59 86
Additional paid-in capital ................................... 13,035 45,287
Retained earnings ............................................ 1,884 2,427
------- -------
Total shareholders' equity ........................... 14,978 47,800
------- -------
Total liabilities and shareholders' equity ........... $26,498 $76,683
======= =======
</TABLE>

See accompanying notes.

22
<PAGE> 23

THE UNIMARK GROUP, INC.

CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------
1994 1995 1996
-------- -------- --------
<S> <C> <C> <C>
Net sales ........................................... $ 25,346 $ 36,866 $ 65,238
Cost of products sold ............................... 17,943 24,192 46,612
-------- -------- --------
7,403 12,674 18,626
Selling, general and administrative expenses ........ 5,873 8,423 17,599
-------- -------- --------
Income from operations .............................. 1,530 4,251 1,027
Other income (expense):
Interest expense .................................. (469) (318) (1,407)
Interest income ................................... -- 470 548
Foreign currency transaction gain (loss) .......... (16) 124 (248)
Other income ...................................... 85 98 21
-------- -------- --------
(400) 374 (1,086)
-------- -------- --------
Income (loss) before income taxes and
extraordinary gain ............................... 1,130 4,625 (59)
Income tax expense (benefit) ........................ 115 1,678 (272)
-------- -------- --------
Income before extraordinary gain .................... 1,015 2,947 213

Extraordinary gain on forgiveness of debt, net of
applicable income taxes of $259 ................... -- -- 330
-------- -------- --------
Net income .......................................... $ 1,015 $ 2,947 $ 543
======== ======== ========

Earnings per share:
Income before extraordinary gain:
Primary ....................................... $ 0.28 $ 0.53 $ 0.03
======== ======== ========
Fully diluted ................................. $ 0.28 $ 0.51 $ 0.03
======== ======== ========
Net income:
Primary ....................................... $ 0.28 $ 0.53 $ 0.07
======== ======== ========
Fully diluted ................................. $ 0.28 $ 0.51 $ 0.07
======== ======== ========
</TABLE>

See accompanying notes.

23
<PAGE> 24

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, 1994 .................... 3,000,000 $ 30 $ 2,192 $ (2,078) $ 144
Shares issued for cash in initial public
offering, net of offering expenses ........ 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 ..................... 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 options ............ 64,250 1 305 -- 306
Shares issued for cash in secondary
public offering, net of offering
expenses .................................. 1,677,000 17 22,175 -- 22,192
Shares issued in acquisitions of GISE,
Simply Fresh and Deli-Bon ................. 902,033 9 9,772 -- 9,781

Net income .................................. -- -- -- 543 543
--------- --------- --------- --------- ---------
Balance at December 31, 1996 .................. 8,561,333 $ 86 $ 45,287 $ 2,427 $ 47,800
========= ========= ========= ========= =========
</TABLE>

See accompanying notes.

24
<PAGE> 25

THE UNIMARK GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------
1994 1995 1996
-------- -------- --------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income ................................................. $ 1,015 $ 2,947 $ 543
Adjustments to reconcile net income to net
cash (used in) provided by operating activities:
Depreciation and amortization .......................... 252 495 1,751
Deferred income taxes .................................. (325) 1,406 408
Extraordinary gain ..................................... -- -- (589)
Changes in operating assets and liabilities:
Receivables ......................................... (1,577) (1,615) (3,887)
Inventories ......................................... 668 (3,280) (8,927)
Prepaid expenses .................................... (81) (192) (351)
Accounts payable and accrued expenses ............... (1,559) 3,615 (2,263)
Income taxes payable ................................ 132 (112) (16)
-------- -------- --------
Net cash (used in) provided by operating activities ........ (1,475) 3,264 (13,331)

INVESTING ACTIVITIES
Acquisition of Deli-Bon, GISE and Simply Fresh shares,
net of cash acquired .................................... -- -- (2,590)
Net decrease (increase) in amounts due from shareholders ... 71 21 (3)
Purchases of property, plant, and equipment ................ (1,218) (5,209) (13,158)
Increase in identifiable intangible assets ................. -- -- (919)
Net increase in other assets ............................... (72) (14) (1,194)
-------- -------- --------
Net cash used in investing activities ...................... (1,219) (5,202) (17,864)

FINANCING ACTIVITIES
Net proceeds from the issuance of stock .................... 5,233 5,639 22,498
Net (decrease) increase in short-term borrowings ........... (1,535) 2,305 6,303
Proceeds from long-term debt ............................... -- -- 1,204
Payments of long-term debt ................................. (511) (523) (828)
-------- -------- --------
Net cash provided by financing activities .................. 3,187 7,421 29,177
-------- -------- --------

Net increase (decrease) in cash and cash equivalents ....... 493 5,483 (2,018)
Cash and cash equivalents at beginning of year ............. 310 803 6,286
-------- -------- --------
Cash and cash equivalents at end of year ................... $ 803 $ 6,286 $ 4,268
======== ======== ========

SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid ............................................ $ 473 $ 289 $ 1,049
======== ======== ========
Income taxes paid (received) ............................. $ 74 $ 521 $ (98)
======== ======== ========
</TABLE>

See accompanying notes.

25
<PAGE> 26

THE UNIMARK GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996

NOTE 1 SIGNIFICANT ACCOUNTING POLICIES

Description of Business: The Company is in the business of growing,
processing, marketing and distributing niche citrus and tropical fruit
products, including chilled and canned cut fruits, citrus juices and oils and
other specialty food ingredients.

During 1996, the Company acquired Les Produits Deli-Bon Inc. (Deli-Bon), a
Quebec, Canada fruit processor; Grupo Industrial Santa Engracia, S.A. de C.V.
(GISE), a Mexican citrus juice and oil processor; and Simply Fresh Fruit, Inc.
(Simply Fresh), a Los Angeles, California fruit processor and distributor. See
Note 2 - Acquisitions.

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.

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 the Company's Mexican 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, citrus juices and oils and other specialty
food ingredients to customers in the foodservice and retail industries in the
United States, Europe, 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

26
<PAGE> 27

portion of sales is made to two customers. One customer accounted for 19.5%,
27.5% and 8.9% and another customer accounted for 18.5%, 17.6% and 8.3% of the
Company's net sales for the years ended December 31, 1994, 1995 and 1996,
respectively.

Advertising Costs: The Company expenses advertising costs as incurred.
Advertising expense was $108,000, $137,000 and $528,000 for the years ended
December 31, 1994, 1995 and 1996, respectively.

Inventories: Inventories held in the United States and Canada 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 cost.

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............................................ 3-5 years
</TABLE>

The Company reviews its property, plant and equipment and other non-current
assets for impairment when changes in circumstances indicate that the carrying
amount of an asset may not be recoverable. Impairment is measured as the amount
by which the carrying amount of the asset exceeds the estimated fair value of
the asset less disposal costs.

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. In 1995, the modified treasury stock method was utilized to measure the
dilutive effect of options and warrants.

In 1994, outstanding stock options and warrants were antidilutive and the
weighted average number of common shares used in this calculation was
3,642,000. In 1995 and 1996, 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, and 7,643,000 and 7,645,000, 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.

27
<PAGE> 28

NOTE 2 ACQUISITIONS

On January 3, 1996, the Company acquired, in a purchase transaction, all of
the outstanding shares of capital stock of Les Produits Deli-Bon, Inc.
(Deli-Bon), a Quebec corporation that principally processes and sells fruit
salads to the food service industry in Canada. The 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 for an aggregate purchase price of $1.5 million. The Company's
consolidated statement of operations for the year ended December 31, 1996
includes the results of operations of Deli-Bon since the date of the
acquisition. The excess purchase price over the estimated fair value of the net
assets acquired was $303,000 and is being amortized using the straight-line
method over twenty years. Accumulated amortization was $14,000 at December 31,
1996.

On May 9, 1996, the Company acquired all of the outstanding shares of
capital stock of Simply Fresh Fruit, Inc. (Simply Fresh), in exchange for (i)
$2,500,000 cash, (ii) 90,909 shares of Unimark common stock and (iii) five-year
covenants not to compete totaling $1,000,000 in a purchase transaction for an
aggregate purchase price of $5.0 million. Simply Fresh is a fruit processing
and distribution company located in Los Angeles, California. The Company's
consolidated statement of operations for the year ended December 31, 1996
includes the results of operations of Simply Fresh since April 1, 1996, the
effective date of the acquisition. The excess purchase price over the estimated
fair value of the net assets acquired was $3,359,000 and is being amortized
using the straight-line method over forty years. Accumulated amortization was
$63,000 at December 31, 1996.

In addition, price protection exists on the shares issued in the Deli-Bon
and Simply Fresh acquisitions whereby the Company is required to issue
additional shares (or cash at its discretion) to the sellers in the event of a
decline in the public market value of the UniMark shares below an established
level during the period in which the sellers' shares are restricted from
trading.

Also on May 9, 1996, the Company acquired all of the outstanding shares of
capital stock of Grupo Industrial Santa Engracia, S.A. de C.V. (GISE), in
exchange for 782,614 shares of common stock in a purchase transaction
representing a purchase price of $12 million. In addition, Unimark agreed to
pay up to an additional $8.0 million during the next four years if GISE
achieves certain financial operating targets. GISE operates three juice plants
in the heart of major citrus growing regions in Mexico. The Company's
consolidated statement of operations for the year ended December 31, 1996
includes the results of operations of GISE since April 1, 1996, the effective
date of the acquisition. The excess purchase price over the estimated fair
value of the net assets acquired was $3,264,000 and is being amortized using
the straight-line method over forty years. Accumulated amortization was $61,000
at December 31, 1996.

The following unaudited pro forma summary presents the consolidated results
of operations of the Company as if the GISE and Simply Fresh acquisitions had
occurred at the beginning of each year (in thousands, except for per share
amounts).

<TABLE>
<CAPTION>
(UNAUDITED)
YEARS ENDED DECEMBER 31,
------------------------
1995 1996
------- -------
<S> <C> <C>
Revenue ....................................................... $62,374 $70,743
Income before extraordinary gain .............................. 4,502 649
Net income .................................................... 4,502 979
Net income per share (fully diluted) .......................... $ .67 $ .12
</TABLE>

The above amounts are based upon certain assumptions and estimates which
the Company believes are reasonable. The pro forma results do not necessarily
represent results which would have occurred if acquisitions had actually taken
place at the date and on the basis assumed above.

28
<PAGE> 29

In August, 1996, the Company commenced plant operations in Lawrence,
Massachusetts after purchasing certain assets in a secured party sale from
Fleet National Bank and entering into a lease agreement with Gato Realty Trust
for a fruit processing facility. The Company purchased certain inventory,
equipment, vehicles and intangible assets for a total cash consideration of
approximately $2.4 million. In addition, the Company entered into a lease
agreement for a plant facility with an initial lease term of six years and
monthly rental payments of $18,000. The Company also paid initial lease costs
of approximately $337,000 in cash.

NOTE 3 INVENTORIES

Inventories consist of the following :

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------
1995 1996
--------- ---------
(IN THOUSANDS)
<S> <C> <C>
Finished goods ......................... $ 4,594 $ 12,332
Advances to suppliers and orchards ..... 703 4,134
Raw materials and supplies ............. 885 2,945
--------- ---------
Total ........................ $ 6,182 $ 19,411
========= =========
</TABLE>

NOTE 4 PROPERTY, PLANT AND EQUIPMENT

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

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------
1995 1996
-------- --------
(IN THOUSANDS)
<S> <C> <C>
Land ............................. $ 256 $ 1,084
Construction in progress ......... 2,243 2,775
Buildings and improvements ....... 2,621 9,364
Machinery and equipment .......... 4,018 18,666
-------- --------
9,138 31,889
Accumulated depreciation ......... 1,449 2,712
-------- --------
Total .................. $ 7,689 $ 29,177
======== ========
</TABLE>

Depreciation expense was $196,000, $431,000 and $1,263,000 for the years
ended December 31, 1994, 1995 and 1996, respectively.

NOTE 5 IDENTIFIABLE INTANGIBLE ASSETS

Identifiable intangible assets consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
1996
-------------
(IN THOUSANDS)
<S> <C>
Covenants not to compete............................. $ 1,508
Tradename............................................ 704
Other................................................ 486
---------
2,698
Less accumulated amortization........................ 378
---------
$ 2,320
=========
</TABLE>

The covenants not to compete relate to the agreements with the former
owners of acquired businesses and are being amortized on a straight-line basis
over the five-year terms of the agreements. The tradename relates to the Flavor
Fresh brand name and is being amortized on a straight-line basis over twenty
years.

29
<PAGE> 30

NOTE 6 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 $6.0 million
collateralized by accounts receivable from export sales to Japan and
inventories. This line of credit commitment, which had an outstanding balance
of $5.1 million at December 31, 1996, has no scheduled maturity but is reviewed
annually for renewal. In addition, ICMOSA has unsecured short-term bank loans
outstanding of $3.0 million at December 31, 1996.

GISE has a revolving line-of-credit arrangement with a bank for short-term
dollar denominated debt in Mexico of up to $6.0 million collateralized by
accounts receivable from export sales and inventories. This line of credit
commitment, which had an outstanding balance of $3.9 million at December 31,
1996, has no scheduled maturity but is reviewed annually for renewal. GISE has
additional short-term bank loans outstanding of approximately $583,000 at
December 31, 1996.

The weighted average interest rate on short-term borrowings as of December
31, 1996 was 8.6%.

NOTE 7 LONG-TERM DEBT

Long-term debt consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------
1995 1996
-------- --------
(IN THOUSANDS)
<S> <C> <C>
Non-compete covenant obligations totaling $1.5 million,
discounted at 9% ................................................. $ -- $ 1,327
Note payable to bank, collateralized by plant and equipment
in Mexico; principal and interest at 18.5% payable monthly;
unpaid principal and interest due November 25, 2004 ............. -- 1,243
Note payable to bank, collateralized by machinery and
equipment in the United States; principal and interest at
8.66% payable in monthly installments of $16,475; unpaid
principal and interest due January 1, 2002 ...................... -- 800
Note payable to bank; collateralized by plant and equipment
in Mexico; principal and interest at Libor 8% payable
monthly; unpaid principal and interest due December 30, 2001 .... -- 759
Note payable to bank; collateralized by land and building and
improvements in Mexico; principal payable semi-annually,
interest at 13.25% to 15.5% payable monthly; unpaid
principal due May 17, 2005 ...................................... 635 546
Note payable to bank, collateralized by machinery and
equipment in the United States; principal and interest at
prime plus 1.5% payable in monthly installments of $6,250;
unpaid principal and interest due May 1, 2000 ................... -- 250
Note payable to bank, collateralized by machinery and
equipment in the United States; principal and interest at
prime plus 1.5% payable in monthly installments of $6,250;
unpaid principal and interest due May 15, 1999 .................. -- 145
Other notes payable ............................................... 247 376
-------- --------
882 5,446
Less current portion .............................................. 183 1,114
-------- --------
$ 699 $ 4,332
======== ========
</TABLE>

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

30
<PAGE> 31

All long-term debt at December 31, 1996 is U.S. dollar denominated except
for $1,243,000 which is Mexican peso denominated and $91,000 which is Canadian
dollar denominated.

Based on interest rates provided by the Company's long-term debt and the
floating rates provided on its short-term borrowings, the Company believes the
carrying amounts of its short and long-term debt approximate their fair value.

Maturities of long-term debt are as follows:

<TABLE>
<CAPTION>
(IN THOUSANDS)
<S> <C>
1997........................................... $ 1,114
1998........................................... 1,094
1999........................................... 943
2000........................................... 921
2001........................................... 696
Thereafter..................................... 678
-------
$ 5,446
=======
</TABLE>

NOTE 8 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). 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 $347,000 and $116,000 during the years ended December 31, 1995 and 1996,
respectively. 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 five year 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. The Vaquero family owns collectively an approximate 14.3% interest in
Azteca. Payments made pursuant to the operating agreement were $143,000 and
$1,000 during the years ended December 31, 1995 and 1996, respectively. 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 receivables
from related parties at December 31, 1996 is for goods purchased by the Company
on behalf of IHMSA and Azteca.

Transactions with related parties are as follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------
1994 1995 1996
------ ------ ------
(IN THOUSANDS)
<S> <C> <C> <C>
Sales .............. $ 304 $ 379 $ --
====== ====== ======
Purchases .......... $4,704 $2,016 $ --
====== ====== ======
</TABLE>

31
<PAGE> 32

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
and $68,870 for the years ended December 31, 1995 and 1996, respectively.

P&C Services, Inc. (P&C) is a California corporation owned by officers and
management of Simply Fresh that leases the hourly plant employees to Simply
Fresh. Payments made to P&C during 1996 amounted to approximately $1.0 million.
The balance payable to P&C at December 31, 1996 represents non-interest bearing
cash advances from P&C to Simply Fresh.

Receivable and payable balances with related parties are as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
---------------
1995 1996
------ ------
(IN THOUSANDS)
<S> <C> <C>
Accounts receivable:
Empacadora de Naranjas Azteca, S.A. de C.V. (Azteca) .......... $ -- $ 221
Industrias Horticolas de Montemorelos, S.A. de C.V. (IHMSA) ... 90 320
Other ......................................................... -- 91
------ ------
$ 90 $ 632
Accounts payable:
P&C Services, Inc. ........................................... $ -- $ 103
Industrias Horticolas de Montemorelos, S.A. de C.V. (IHMSA) ... -- 3
------ ------
$ -- $ 106
====== ======
</TABLE>

The balance due from shareholders at December 31, 1996 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 $36,000, $36,000 and $98,250 for the years ended December 31,
1994, 1995 and 1996, respectively.

During 1994, 1995 and 1996, the Company paid Jordaan, Howard and
Pennington, PLLC amounts of $84,546, $106,145 and $299,723, respectively, for
legal services rendered. Mr. Jordaan, a director of the Company, is a member of
Jordaan, Howard & Pennington, PLLC.

NOTE 9 LEASES

The Company leases buildings, various 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

32
<PAGE> 33

in 2003, and contains the right of first refusal to purchase the facility at
its then fair market value. The Simply Fresh plant lease is for a period of ten
years, expiring in 2004, and contains a purchase option exercisable from August
15, 1996 through August 14, 1998 for $4.5 to $4.75 million. The plant lease for
the Lawrence, MA facility is for an initial period of six years, expiring in
2002, and contains a purchase option exercisable during the term of the lease
for the then fair market value of the property. 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 7, the Company leases its corporate office facility
and a 494 acre citrus grove from related parties. The related party building
lease expires in 2000, but its term may be renewed for a five-year period. The
related party 494 acre citrus grove lease expires in 2005.

Future minimum payments under non-cancelable operating leases with initial
terms of one year or more at December 31, 1996, consist of the following:

<TABLE>
<CAPTION>
RELATED
PARTIES OTHER TOTAL
------- ----- -----
(IN THOUSANDS)
<S> <C> <C> <C>
1997............. $189 $922 $1,111
1998............. 189 864 1,053
1999............. 189 796 985
2000............. 189 806 995
2001............. 78 667 745
Thereafter....... 312 1,825 2,137
</TABLE>

Rent expense was $120,000, $670,000 and $1,159,000 for the years ended
December 31, 1994, 1995 and 1996, respectively.

NOTE 10 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
and 1996 are as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------
1995 1996
-------- --------
(IN THOUSANDS)
<S> <C> <C>
Deferred tax assets:
Net operating loss carryforwards .............. $ -- $ 1,132
Inventories ................................... 140 200
Asset tax credit .............................. 111 975
Credit available to offset Mexican tax ........ -- 192
Accrued expenses .............................. -- 156
Other ......................................... 168 171
-------- --------
Total deferred tax assets ....................... $ 419 $ 2,826
======== ========

Deferred tax liabilities:
Depreciation .................................. $ 40 $ 2,251
Inventories ................................... 1,726 4,003
Other ......................................... 15 156
-------- --------
Deferred tax liabilities ........................ $ 1,781 $ 6,410
======== ========
</TABLE>

33
<PAGE> 34

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

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------
1994 1995 1996
------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C>
United States ...... $ 656 $ 364 $(2,749)
Mexico ............. 474 4,261 2,690
------- ------- -------
$ 1,130 $ 4,625 $ (59)
======= ======= =======
</TABLE>

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

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------
1994 1995 1996
-------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
U.S. federal -- current ...... $ 180 $ 198 $ (386)
U.S. state -- current ........ 25 31 (48)
U.S. deferred ................ 36 (32) (488)
-------- -------- --------
241 197 (922)
-------- -------- --------
Foreign -- current ........... -- 43 127
Foreign -- deferred .......... (126) 1,438 523
-------- -------- --------
(126) 1,481 650
-------- -------- --------
$ 115 $ 1,678 $ (272)
======== ======== ========
</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,
-----------------------------
1994 1995 1996
------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C>
Provision at 34% statutory rate ............... $ 384 $ 1,573 $ (20)
State income tax (net of federal benefit) ..... 16 21 (103)
Permanent differences ......................... -- -- (438)
Effect of foreign rates ....................... (287) 273 3
Other ......................................... 2 22 286
Decrease in valuation allowance ............... -- (211) --
------- ------- -------
$ 115 $ 1,678 $ (272)
======= ======= =======
</TABLE>

The Company has a net operating loss carryforward in the United States of
$1,056,000 which expires in 2011 and in Mexico of $2,166,000 which begin to
expire in 2006. The Mexican subsidiaries have asset tax credits totaling
$975,000 available to offset Mexican income tax which begin to expire in 1999.
One Mexican subsidiary also has a job creation credit of $192,000 available to
offset income tax in Mexico, which will expire in 2006.

NOTE 11 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

34
<PAGE> 35
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
-------------------------- ----------------------
WEIGHTED- WEIGHTED-
AVERAGE AVERAGE
EXERCISE EXERCISE
OPTIONS PRICE OPTIONS PRICE
------- ------------ ------- ---------
<S> <C> <C> <C> <C>
Granted during 1994................... 220,000 $ 3.50 60,000 $ 3.50
--------- -------
Options outstanding, December 31, 1994.... 220,000 3.50 60,000 3.50
Granted............................... 163,000 4.61 7,500 7.13
Exercised............................. (5,000) 3.50 -- . --
--------- -------
Options outstanding, December 31, 1995.... 378,000 3.98 67,500 3.90
Granted............................... 12,500 11.30 7,500 17.00
Exercised............................. (23,500) 3.50 (7,000) 3.50
Forfeited............................. (5,000) 3.50 -- . --
--------- -------
Options outstanding, December 31, 1996.... 362,000 4.27 68,000 5.39
========= =======

Exercisable at December 31,
1994.................................. -- .-- 60,000 $ 3.50
1995.................................. 50,000 $ 3.50 67,500 $ 3.90
1996.................................. 117,250 $ 3.89 68,000 $ 5.39

Weighted-average fair value of options
granted during the years ended:
December 31, 1995..................... $ 1.87 $ 2.60
December 31, 1996..................... $ 4.51 $ 6.27
</TABLE>

Exercise prices for employee options outstanding as of December 31, 1996 ranged
from $3.50 to $12.25. The weighted-average remaining contractual life of those
options is 2.5 years. Exercise prices for outside directors options outstanding
as of December 31, 1996 ranged from $3.50 to $17.00. The weighted-average
remaining contractual life of those options is 2.3 years. All options granted
under the outside directors stock option plan are immediately exercisable and
the options issued to employees during 1995 and 1996 vest ratably over four
years.

The Company has elected to follow Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees" (APB 25) and related
Interpretations in accounting for its employee and outside director stock
options because, as discussed below, the alternative fair value accounting
provided for under Financial Accounting Standards Board Statement No. 123,
"Accounting for Stock-Based Compensation" (FASB 123), requires use of option
valuation models that were not developed for use in valuing stock options.
Under APB 25, because the exercise price of the Company's stock options equals
or exceeds the market price of the underlying stock on the date of grant, no
compensation expense is recognized.

Pro forma information regarding net income and earnings per share is
required by FASB 123 and has been determined as if the Company had accounted
for its stock options under the fair value method of that statement. The fair
value for these options was estimated at the date of grant using a
Black-Scholes option pricing model with the following weighted-average
assumptions for 1995 and 1996, respectively: risk-free interest rates of 7.0%
and 5.7%; dividend yields of 0% and 0%; volatility factors of the expected
market price of the Company's common stock of .45 and .45; and a
weighted-average expected life of the option of 3.9 and 3.5 years.

The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options which have no vesting restrictions
and are fully transferable. In addition, option valuation models

35
<PAGE> 36

require the input of highly subjective assumptions including the expected stock
price volatility. Because the Company's stock options have characteristics
significantly different from those of traded options, and because changes in
the subjective input assumptions can materially affect the fair value estimate,
in management's opinion, the existing models do not necessarily provide a
reliable single measure of the fair value of its stock options.

For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options' vesting period. The Company's
pro forma information follows (in thousands, except for per share amounts):

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------
1995 1996
--------- ---------
<S> <C> <C>
Pro forma net income .............. $ 2,872 $ 419
Pro forma earnings per share:
Primary ....................... $ 0.51 $ 0.06
Fully diluted ................. $ 0.50 $ 0.06
</TABLE>

Because FAS 123 is applicable only to options and stock-based awards
granted subsequent to December 31, 1994, its proforma effect will not be fully
reflected until 1998.

NOTE 12 CAPITAL STOCK

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.

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. During
1996, the Company issued 33,750 shares of common stock on the exercise of 6,750
Representatives' Warrants and the 13,500 underlying Redeemable Common Stock
Purchase Warrants with gross proceeds to the Company of $162,000. At December
31, 1996 there were 15,638 Representatives' Warrants outstanding.

On June 14, 1996, the Company completed its second public offering whereby
it sold 1,677,000 shares of its common stock at $14.50 per share with net
proceeds to the company of $22.2 million.

36
<PAGE> 37

NOTE 13 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 the Company's
capital stock amounts. ICMOSA's and GISE's capital stock amounts were
$2,151,000 and $1,823,000, respectively, at December 31, 1996. 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 14 SEGMENT AND GEOGRAPHIC INFORMATION

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

<TABLE>
<CAPTION>
UNITED STATES
AND CANADA MEXICO ELIMINATIONS CONSOLIDATED
--------- --------- ------------ ------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
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
========= ========= ========= =========
Year ended December 31, 1996:
Sales to unaffiliated customers ......... $ 44,118 $ 21,120 $ -- $ 65,238
Transfers between geographic areas ...... 2,733 24,161 (26,894) --
--------- --------- --------- ---------
Total revenue ........................... $ 46,851 $ 45,281 $ (26,894) $ 65,238
========= ========= ========= =========
Operating profit (loss) ................. $ (2,594) $ 2,939 $ (404) $ (59)
========= ========= ========= =========
Identifiable assets ..................... $ 29,132 $ 39,215 $ 8,336 $ 76,683
========= ========= ========= =========
</TABLE>

NOTE 15 EXTRAORDINARY GAIN

In July, 1996, the Mexican government enacted a new program, Acuerdo Para
El Financiamiento del Sector Attropecuario y Pesquero ("FINAPE"), whereby
certain agricultural and commercial enterprises were eligible for a one time
reduction in their existing debt obligations with Mexican banks as a means of
stimulating the economy and supporting the Mexican banking system. Pursuant to
the provisions of FINAPE, GISE obtained a reduction in its debt principal with
Banamex of $4,000,000 pesos or approximately US $532,000.

In August, 1996, the Mexican government enacted a second program, Acuerdo
de Apoyo Financiero y Fomento a la Micro, Pequena y Mediana Empresa ("FOPIME"),
of debt reduction for other commercial enterprises. Pursuant to the provisions
of FOPIME, ICMOSA obtained a reduction in its debt principal with Union de
Credito Allende of approximately US $57,000.

37
<PAGE> 38

Provisions for Mexican income taxes and statutory employee profit sharing
of 34% and 10%, respectively, have been provided on these gains from debt
forgiveness.

NOTE 16 SUBSEQUENT EVENTS

In February, 1997, the Company entered into a revolving credit agreement
with Rabobank Nederland to provide up to $8.5 million in short-term financing
collateralized by US finished goods inventories and US accounts receivable. The
agreement is guaranteed by the Company and its US subsidiaries and requires the
Company to maintain certain financial performance levels relative to tangible
net worth, working capital and total debt. In addition, the agreement contains
restrictions on the issuance of additional shares of stock and the payment of
dividends, among other things, without the prior written consent of the bank.

In March, 1997, the Company purchased a warehouse and distribution facility
located in McAllen, Texas for a total cash consideration of approximately $1.2
million. In connection therewith, the Company entered into a construction loan
agreement with Texas State Bank for approximately $2.1 million collateralized
by the property and improvements and guaranteed by the Company. The Company
plans on expending approximately $1.6 million on capital improvements to the
property with operations to commence from the property in July, 1997.

Subsequent to year end, the previous owners of Simply Fresh Fruit, Inc.
requested that the common stock price protection provisions of the May 9, 1996
acquisition agreement be satisfied by the Company. The Company had previously
issued 90,909 shares of its common stock in consideration of $1.5 million of
the acquisition purchase price. The actual number of additional shares to be
issued by the Company has yet to be determined.

NOTE 17 COMMITMENTS

38
<PAGE> 39

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.

Not applicable.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The information required by this Item is incorporated by reference from the
section "Directors and Executive Officers" in the Company's 1997 Proxy
Statement.

ITEM 11. EXECUTIVE COMPENSATION.

The information required by this Item is incorporated by reference from the
sections "Compensation of Executive Officers" and "Compensation of Directors"
in the Company's 1997 Proxy Statement. Information in the section and
subsection titled "Report of the UniMark Group, Inc. Board of Directors
Compensation Committee" and "Performance Graph" is not incorporated by
reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The information required by this Item is incorporated by reference from the
section "Security Ownership of Principal Shareholders, Directors and
Management" in the Company's 1997 Proxy Statement.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The information required by this Item is incorporated by reference from the
sections "Compensation of Executive Officers", "Compensation of Directors" and
"Certain Transactions" in the Company's 1997 Proxy Statement.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(1) FINANCIAL STATEMENTS:

See Index to Financial Statements (Item 8).

(2) FINANCIAL STATEMENT SCHEDULES:

All schedules have been omitted since they are either not applicable or
the information is contained elsewhere in "Item 8. Financial Statements
and Supplementary Data."

39
<PAGE> 40

(3) EXHIBITS

<TABLE>
<CAPTION>
NUMBER
EXHIBIT EXHIBIT
------- -------
<S> <C>
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)

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)

10.3 Stock Exchange Agreement between The UniMark Group, Inc. and the
stockholders of Industrias Citricolas de Montemorelos, S.A. de
C.V.(1)

10.4 Citrus Grove Lease Agreement(1)

10.5 Asset Operating Agreement between the Registrant and Industrias
Horticolas de Montemorelos, S.A. de C.V.(2)

10.6 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)

10.7 Contract of Purchase and Sale between Empacadora Tropifrescos,
Sociedad Anonima de Capital Variable and Industrias Citricolas de
Montemorelos, S.A. de C.V.(2)

10.8 Lease Agreement between Industrias Citricolas de Montemorelos,
S.A. de C.V. and Valpak, S.A. de C.V. dated July 1, 1995(3)

10.9 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)

10.10 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)

10.11 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)

10.12 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)

10.13 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)

10.14 Lease Agreement between Loma Bonita Partners and UniMark Foods,
Inc. dated November 28, 1995(3)

10.15 Lease Agreement between The UniMark Group, Inc. and Grosnez
Partners dated January 1, 1996(3)

10.16 Rural Property Sublease Agreement between Industrial Citricolas de
Montemorelos, S.A. de C.V. and Lorenzo Uruiza Lopez dated October
23, 1995(3)

10.17 Purchase Agreement between Industrial Citricolas de Montemorelos,
S.A. de C.V. and Jose Enrique Alfonso Perez Rodriquez dated
October 23, 1995(3)

10.18 Stock Purchase Agreement between The UniMark Group, Inc. and the
stockholders of Grupo Industrial Santa Engracia dated April 30,
1996(6)

10.19 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)

10.20 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)

10.21 Lease Agreement by and among Ralphs Grocery Company, Simply Fresh
Fruit, Inc. and Davalon Sales, Inc. dated as of March 1, 1994(7)
</TABLE>

40
<PAGE> 41

<TABLE>
<S> <C>
10.22 Revolving Credit Agreement by and among UniMark Foods, Inc., The
UniMark Group, Inc., UniMark International, Inc., Simply Fresh
Fruit, Inc. and Cooperatieve Centrale Raiffeisen-Boerenleenbank
B.A. dated February 12, 1997. (9)

10.23 Supply Contract between The Coca-Cola Export Corporation and Grupo
Industrial Santa Engracia, S.A. de C.V. dated October 7, 1996. (9)

11 Statement regarding computation of per share earnings (9)

21 Subsidiaries of the Registrant (7)

23 Consent of Ernst & Young LLP(9)

27 Financial Data Schedule (9)
</TABLE>

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

(1) Previously filed as an 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 as an Exhibit to the Registrant's Registration Statement
on Form S-1, as amended, SEC Registration No. 333-3539.

(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.

(4) REPORTS ON FORM 8-K

The Company filed no current reports on Form 8-K during the fourth quarter
ended December 31, 1996.

41
<PAGE> 42

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

The UniMark Group, Inc.
(Registrant)

By: /s/ Jorn Budde
--------------------------------------
Jorn Budde
President and Chief Executive Officer

Dated: March 27, 1997

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report 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 March 27, 1997
--------------------------------- Officer and Director
Jorn Budde (Principal Executive Officer)

/s/ Rafael Vaquero Bazan Chief Operating Officer and March 27, 1997
--------------------------------- Director
Rafael Vaquero Bazan

/s/ Keith Ford Vice-president -- Finance,
--------------------------------- Secretary and Treasurer (Principal
Keith Ford Financial and Accounting Officer) March 27, 1997

/s/ Edward A. Stone Director March 27, 1997
---------------------------------
Edward A. Stone

/s/ Eduardo Vaquero Bazan Director March 27, 1997
---------------------------------
Eduardo Vaquero Bazan

/s/ Pedro Vaquero Garcia Director (Honorary Chairman) March 27, 1997
---------------------------------
Pedro Vaquero Garcia

/s/ Fernando Camacho Casas Director March 27, 1997
---------------------------------
Fernando Camacho Casas

/s/ Jakes Jordaan Director March 27, 1997
---------------------------------
Jakes Jordaan
</TABLE>

42
<PAGE> 43
INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<S> <C>
10.22 Revolving Credit Agreement by and among UniMark Foods, Inc., The
UniMark Group, Inc., UniMark International, Inc., Simply Fresh
Fruit, Inc. and Cooperative Centrale Raiffeisen-Boerenleenbank
B.A. dated February 12, 1997.

10.23 Supply Contract between The Coca-Cola Export Corporation and Grupo
Industrial Santa Engracia, S.A. de C.V. dated October 7, 1996.

11 Statement regarding computation of per share earnings

23 Consent of Ernst & Young LLP

27 Financial Data Schedule
</TABLE>

<PAGE> 1
EXHIBIT 10.22

REVOLVING CREDIT AGREEMENT

________________________________________________________________________________

BETWEEN

UNIMARK FOODS, INC., AS BORROWER,
AND SIMPLY FRESH FRUIT, INC.,
UNIMARK INTERNATIONAL, INC. AND
THE UNIMARK GROUP, INC., AS GUARANTORS,

AND

COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.,
"RABOBANK NEDERLAND," NEW YORK BRANCH,
A FEDERALLY LICENSED BRANCH OF A
NETHERLANDS COOPERATIVE BANKING ORGANIZATION, AS LENDER

________________________________________________________________________________

DATED AS OF FEBRUARY ___, 1997
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
<S> <C> <C>
ARTICLE I INCORPORATION OF PREAMBLE AND TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.1 Incorporation of Preamble . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.2 Use of Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE II AMOUNT AND TERMS OF LOANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.1 Revolving Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.2 Revolving Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.3 Cash Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.4 Interest Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.5 Computation of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
2.6 Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
2.7 Letter of Credit (Standby only) Subfacility . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.8 Letter of Credit Issuance Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
2.9 Voluntary Reduction of Commitment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
2.10 Amounts Exceeding Limits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
2.11 Commitment Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
2.12 Calculation and Payment of Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
2.13 Expiration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
2.14 Payment of Funding Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
2.15 Capital Adequacy and Increased Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
2.16 Change in Circumstances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
2.17 Lending Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
2.18 Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

ARTICLE III CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
3.1 Conditions to Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
3.2 Additional Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
3.3 Failure to Satisfy Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
3.4 Post Closing Condition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

ARTICLE IV REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
4.1 Organization and Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
4.2 Validity, Authorization, and No Conflict . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
4.3 No Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
4.4 No Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
4.5 No Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
4.6 Adverse Circumstances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
4.7 Tax Returns and Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
4.8 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
4.9 Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
4.10 Accuracy of Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
4.11 Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
4.12 Chief Executive Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
4.13 Restricted Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
4.14 Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
4.15 Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
4.16 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
4.17 Labor Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
4.18 Environmental, Health and Safety Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
</TABLE>

- i -
<PAGE> 3
<TABLE>
<S> <C> <C>
4.19 ERISA Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
4.20 Status Under Certain Statutes of USA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
4.21 Insider . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
4.22 Solvency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
4.23 Foreign Asset Control Regulations, Etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
4.24 Trademarks, Copyrights, Patents, and Logos . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
4.25 Existing Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
4.26 Real Estate and Inventory Locations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
4.27 Perishable Agricultural Commodities Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

ARTICLE V AFFIRMATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
5.1 Payment of the Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
5.2 Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
5.3 Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
5.4 Books and Records; Inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
5.5 Notice of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
5.6 Maintenance of Existence, Approvals, and Licenses . . . . . . . . . . . . . . . . . . . . . . . . . 29
5.7 Compliance with Laws, Material Agreements, and Licenses . . . . . . . . . . . . . . . . . . . . . . 29
5.8 Maintenance of Assets and Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
5.9 Financial Statements, Borrowing Base Certificate and Other Information . . . . . . . . . . . . . . . 30
5.10 Payment of Debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
5.11 Payment of Taxes and Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
5.12 Claims and Actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
5.13 Maintenance of Chief Executive Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
5.14 Other Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
5.15 Incumbency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
5.16 Environmental, Health and Safety Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
5.17 ERISA Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
5.18 Collateral Audit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
5.19 PACA Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
5.20 Additional Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

ARTICLE VI NEGATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
6.1 Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
6.2 No Restricted Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
6.3 Liquidation, Merger, Consolidation, Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . 35
6.4 Issuance of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
6.5 Discount of Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
6.6 Sale of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
6.7 Transactions on Favorable Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
6.8 Conflicting Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
6.9 Change in Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
6.10 Accounting Practices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
6.11 Hazardous Materials Prohibitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
6.12 Management Changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
6.13 ERISA Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

ARTICLE VII FINANCIAL COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
7.1 Minimum Tangible Net Worth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
7.2 Current Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
7.3 Maximum Leverage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
</TABLE>

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<PAGE> 4
<TABLE>
<S> <C>
ARTICLE VIII EVENT OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
8.1 Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
8.2 Maturity of Obligations and Other Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
8.3 Waiver of Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
8.4 Cross Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
8.5 Enforcement of Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
8.6 Injunctive Relief . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

ARTICLE IX MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
9.1 Participations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
9.2 Rights in Property Held . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
9.3 Performance by the Lenders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
9.4 Waivers and Modifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
9.5 Cumulative Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
9.6 Conflicting Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
9.7 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
9.8 Independent Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
9.9 Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
9.10 Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
9.11 Form of Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
9.12 Reliance on Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
9.13 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
9.14 Maximum Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
9.15 Parties Bound and Assignment of the Borrower's Interest . . . . . . . . . . . . . . . . . . . . . . 45
9.16 Nature of Relationship; Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
9.17 General Release and Indemnification by the Obligated Parties . . . . . . . . . . . . . . . . . . . . 46
9.18 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
9.19 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
9.20 Non-Business Days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
9.21 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
9.22 Jurisdiction; Venue; Service of Process . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
9.23 Waiver of Jury Trial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
9.24 Final Agreement of the Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
9.25 Limitation of Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
9.26 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

APPENDIX

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . 1

EXHIBITS

Exhibit 2.2 - Revolving Note Form
Exhibit 2.3 - Notice of Borrowing
Exhibit 4.3 - Proceedings
Exhibit 4.14 - Affiliates
Exhibit 4.15 - Prior Names
Exhibit 4.16 - Insurance Policies and Programs
Exhibit 4.17(a) - Collective Bargaining Agreements
Exhibit 4.17(b) - Employee Benefit Agreements
Exhibit 4.18 - Hazardous Materials
</TABLE>

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<TABLE>
<S> <C>
Exhibit 4.19 - Pension Plans
Exhibit 4.25 - Existing Debt
Exhibit 4.26 - Real Estate and Inventory Locations
Exhibit 5.9(b) - Borrowing Base Certificate
</TABLE>

INDEX OF CERTAIN DEFINED TERMS

- iv -
<PAGE> 6
REVOLVING CREDIT AGREEMENT

THIS REVOLVING CREDIT AGREEMENT is entered into as of February ___,
1997, by and among UNIMARK FOODS, INC., a Texas corporation which is the
Borrower, and THE UNIMARK GROUP, INC., a Texas corporation ("GROUP"), UNIMARK
INTERNATIONAL, INC., a Texas corporation and a wholly-owned subsidiary of
Group, and SIMPLY FRESH FRUIT, INC., a California corporation and a
wholly-owned subsidiary of Borrower (each of which shall be a "GUARANTOR"
hereunder and which collectively shall be "GUARANTORS"); and COOPERATIEVE
CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND," NEW YORK BRANCH,
a Federally Licensed Branch of a Netherlands Cooperative Banking Organization
which is the Lender.

P R E A M B L E:

As Group is the parent of and owns 100% of the issued and outstanding
capital stock of UniMark International, Inc. ("INTERNATIONAL"), UniMark Foods,
Inc., which is the Borrower, and Les Produits Deli-Bon, Inc. ("DELI-BON"), a
Canadian corporation, and 99% of the issued and outstanding capital stock of
AgroMark, S.A. de C.V., a Mexican corporation ("AM"), and Industrias Citricolas
de Montemorelos, S.A. de C.V., a Mexican corporation ("ICMOSA"), and Grupo
Industrial Santa Engracia, S.A. de C.V. ("GISE"), a Mexican corporation, and
UniMark Foods, Inc. is the parent and owns 100% of the issued and outstanding
capital stock of Simply Fresh Fruit, Inc. ("SIMPLY FRESH"), with the Group and
said Subsidiaries of Group being referred to collectively herein as "UNIMARK";

As UniMark is a vertically integrated citrus and tropical fruit,
growing, processing, marketing, and distributing company with operations in
Mexico, the United States, and Canada. UniMark's business strategy is as is
set forth on page 3 of that Prospectus Summary issued by UniMark and dated June
14, 1996;

As ICMOSA and GISE, as subsidiaries of Borrower, are currently
indebted to Lender for separate amounts of working capital needed for their
respective operations in Mexico and the separate indebtedness of each company
is secured by respective assets of each;

As UniMark Foods, Inc. now desires to borrow additional monies from
Lender for the working capital needs of the Borrower and of UniMark
International, Inc. and Simply Fresh Fruit, Inc. each of which is a Subsidiary
of Group located in the USA and Group and such Subsidiaries will benefit
directly or indirectly from such loan;

As International is solvent but its assets and liabilities are an
immaterial portion of the total assets and liabilities of

REVOLVING CREDIT AGREEMENT, PAGE 1
<PAGE> 7
UniMark taken as a whole and will remain so until such loan to Borrower is paid
in full to Lender;

As Group on behalf of UniMark taken as a whole enterprise has
requested that Lender make such a loan to the Borrower so that Borrower can
make loans to the other Subsidiaries of Group located in the USA so that Group
and the other Subsidiaries in the USA may utilize the loan proceeds to provide
a market in the USA for the products of the Mexican Subsidiaries of Group and
to distribute the products of the Subsidiaries in the USA and of the Mexican
Subsidiaries in the Canadian market through the Canadian Subsidiary Deli-Bon
(with Borrower, International and Simply Fresh being known herein collectively
as the "USA SUBSIDIARIES"); and

As to induce Lender to make such loan, UniMark, through the Group and
Borrower, has offered the assets and guaranty of Group and the assets and
guaranties of the USA Subsidiaries as collateral for the loan to Borrower, and
therefore Group will and will cause its other Subsidiaries in the USA to secure
and guarantee the loan to Borrower to obtain the benefit of such loan not only
for UniMark as an enterprise but also for the direct benefit to each of the USA
Subsidiaries;

Now, therefore, in consideration of the Preamble and the mutual
agreements herein contained, the parties hereto agree as follows:

ARTICLE I
INCORPORATION OF PREAMBLE AND TERMS

1.1 INCORPORATION OF PREAMBLE. Borrower and each of the other
Obligated Parties hereby agrees that each of the statements set forth in the
Preamble of this Agreement is factually true and correct in all material
respects and agrees that the Lender did rely upon those statements and facts,
and the truth and accuracy of same, to make its decision to enter into this
Agreement and such statements will remain true and accurate in all material
respects until the Obligations are fully satisfied and therefore agrees that
the Preamble in its entirety is incorporated into this Agreement.

1.2 USE OF TERMS. Certain terms used herein are defined in the
Appendix which is incorporated herein by reference. Terms used herein which
are defined in the Uniform Commercial Code now in effect in the State of New
York (the "UCC") unless otherwise defined herein have the meanings given the
respective terms in the UCC. Definitions and references include the plural as
well as the singular. Accounting terms not otherwise defined have the meanings
assigned to them in accordance with GAAP. Reference to a particular section
means such section of this Agreement unless otherwise specified. The words
"herein," "hereof," and other words of similar import when used herein refer to
this Agreement as a whole and not to any particular article, section, or
subsection,

REVOLVING CREDIT AGREEMENT, PAGE 2
<PAGE> 8
unless the context otherwise requires. With respect to the determination of
any time period, the word "from" means "from and including," and the word "to"
means "to but excluding." Unless otherwise specified, reference to any
agreement or document means such agreement or document as supplemented,
amended, modified, extended, renewed, or replaced. The word "issue" when used
with respect to any Letter of Credit includes issue, extend the expiry of,
renew, or increase the amount of such Letter of Credit, and "issued" and
"issuance" have corresponding meanings.

ARTICLE II
AMOUNT AND TERMS OF LOANS

2.1 REVOLVING LOAN. Subject to the terms and conditions of this
Agreement, the Lender agrees to extend credit to the Borrower on a revolving
basis in Dollars in one or more Advances from time to time during the
Availability Period of the Commitment, provided (i) unless earlier terminated
pursuant to the terms hereof, the Commitment shall terminate on the Expiration
Date; (ii) neither the Commitment nor the Revolving Credit Obligations shall
exceed $8,500,000; (iii) the Revolving Credit Obligations shall not exceed the
lesser of the Borrowing Base or the Commitment; (iv) the Borrower may not
obtain a Cash Advance or cause a Letter of Credit to be issued which exceeds
the Availability at the time in question; (v) the Lender is not obligated to
fund any Advance at any time when any Interest Rate Option exceeds the Legal
Maximum; and (vi) each Cash Advance shall be in an amount of not less than
$100,000 or an integral multiple thereof. Within the limits of this Section,
during the Availability Period the Borrower may borrow, repay, and reborrow in
accordance with the terms and conditions of this Agreement.

2.2 REVOLVING NOTE. The Advances made by the Lender shall be
evidenced by a Revolving Note executed by the Borrower which is dated the date
hereof, is in the amount of the Commitment, is payable to the order of the
Lender at the office of the Lender, and bears interest in accordance with the
terms thereof. Notwithstanding the principal amount of the Revolving Note as
stated on the face thereof, the amount of principal actually owing on such
Revolving Note at any given time shall be the aggregate of all Advances
theretofore made to or for the benefit of the Borrower less all payments of
principal theretofore actually received hereunder by the Lender. The Lender is
authorized, but is not required, to endorse on the schedule attached to the
Revolving Note appropriate notations evidencing the date and amount of each
Advance as well as the amount of each payment made by the Borrower thereunder.

2.3 CASH ADVANCES. The Borrower may from time to time request a
Cash Advance by delivering to the Lender the Borrower's completed and executed
Notice of Borrowing. If the Borrower

REVOLVING CREDIT AGREEMENT, PAGE 3
<PAGE> 9
desires a Cash Advance on the Closing Date, the Notice of Borrowing shall be
delivered on the Closing Date.

If the Borrower desires a Cash Advance be made on any other day, the
Notice of Borrowing shall be delivered as follows:

(a) Except as provided in subsection (i) hereof, the
interest rate or rates applicable to each Tranche representing the Cash Advance
shall be established pursuant to a Notice of Borrowing which shall be delivered
to the Lender not later than 1:00 p.m. (New York City, New York time) on the
date it is required to be delivered and is irrevocable.

(i) If the Interest Rate Option to be applicable
is the Base Rate or the Federal Funds Rate, the Notice of Borrowing shall be
delivered on the Funding Date (in the case of an Advance) or on the date of
renewal or conversion (in the case of a conversion to a Base Rate Tranche or a
Federal Funds Tranche).

(ii) If the Interest Rate Option to be applicable
is the LIBOR Rate, the Notice of Borrowing shall be delivered not less than two
(2) Business Days prior to (A) the proposed Funding Date (in the case of an
Advance) or (B) the date of renewal or conversion (in the case of the renewal
of or conversion to a LIBOR Tranche).

(b) Each Notice of Borrowing shall specify (i) the
Interest Rate Option selected; (ii) the Funding Date of the Advance or the
effective date of the renewal or conversion of the Interest Rate Option
applicable to the Tranche involved, which shall be a Business Day; (iii) the
amount of the Tranche representing such Cash Advance; (iv) the Interest Period
for such Tranche; and (v) the Borrower's disbursement instructions.

(c) Each LIBOR Tranche shall be in a minimum amount of
TWO HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($250,000) or in integral
multiples in excess thereof.

(d) The Borrower may not have in effect in the aggregate
at any one time more than six (6) Tranches which may be comprised of any
combination of LIBOR Tranches, Base Rate Tranches and Federal Funds Tranches or
exclusively all of any one kind of Tranche, except that so long as any Default
or Event of Default continues, Borrower may not select the LIBOR Rate to apply
to any Tranche.

(e) No renewal or conversion of a LIBOR Tranche may be
made except on the last day of the Interest Period applicable thereto.

(f) The election of the LIBOR Rate is effective only for
the Interest Period specified; and after the end of such Interest Period,
unless the Borrower has effectively elected a renewal or

REVOLVING CREDIT AGREEMENT, PAGE 4
<PAGE> 10
conversion, the applicable Interest Rate Option shall be the Base Rate until
the Borrower effectively elects a different interest rate.

(g) No election of or renewal of or conversion to a LIBOR
Rate may occur while any Default or Event of Default exists or if such
conversion would occur at a time when the Legal Maximum would be less than the
rate of interest which would be applicable to such LIBOR Tranche.

(h) If the Borrower does not specify in accordance with
the terms hereof or is not entitled to elect the type of rate to apply to an
Advance or any portion of the Loan, as the case may be, the Borrower shall be
deemed to have specified the Base Rate for such Advance or portion of the Loan.

(i) The Borrower shall at all times maintain a sufficient
amount as a Base Rate Tranche to allow the Borrower to make payments of
principal on a LIBOR Tranche or a Federal Funds Tranche which payments are
necessary to avoid paying any LIBOR Tranche prior to the end of its Interest
Period or which are necessary to pay any Federal Funds Tranche.

In lieu of delivering the Notice of Borrowing as described above (other than
any Notice of Borrowing for funding on the Closing Date), the Borrower may give
the Lender irrevocable telephonic notice of a request for a Cash Advance which
is to bear interest at the Federal Funds Rate or Base Rate, by 1:00 p.m. (New
York City, New York time) on the Funding Date or if the Cash Advance is to bear
interest at the LIBOR Rate by 1:00 p.m. (New York City, New York time) two (2)
Business Days prior to the desired Funding Date which telephonic notice shall
be confirmed by delivery of the original, or a telecopy, of a Notice of
Borrowing to the Lender by 1:00 p.m. (New York City, New York time) on the same
date of such telephonic notice in compliance with subparagraph (a) above.

If the conditions precedent set forth in this Agreement are satisfied, the
Lender shall disburse the proceeds of the Cash Advance to the Borrower on such
Funding Date in accordance with the Borrower's disbursement instructions set
forth in the applicable Notice of Borrowing.

2.4 INTEREST RATE.

(a) The outstanding principal balance of the Loan shall
bear interest from the date funded until paid, except as otherwise provided in
subsections (b) and (c) below, at a rate per annum equal to the lesser of (x)
the Legal Maximum or (y) the rate for each Tranche determined according to the
following:

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

REVOLVING CREDIT AGREEMENT, PAGE 5
<PAGE> 11
<TABLE>
<CAPTION>
Period Margin
------ ------
<S> <C>

Daily -0-
</TABLE>

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

<TABLE>
<CAPTION>
Period Margin
------ ------
<S> <C>
30, 60, 1.75%
90 & 180 days
</TABLE>

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

<TABLE>
<CAPTION>
Period Margin
------ ------
<S> <C>
For any period which ends 1.75%
no later than the last
Business Day occurring
before the Expiration Date.
</TABLE>

(b) If, at any time with respect to a Base Rate Tranche
or during the Interest Periods of a Federal Funds Tranche or a LIBOR Tranche,
the interest rate then in effect with respect to such Tranche or Tranches,
would exceed the Legal Maximum the Lender could charge, then, notwithstanding
the other provisions hereof and the Borrower's election, the interest rate
chargeable with respect to such affected Tranche or Tranches shall immediately
become the Legal Maximum, provided that such affected Tranche or Tranches shall
thereafter accrue interest at the Legal Maximum until such time as the Lender
has received a sum equal to the amount of interest which would have accrued on
such affected Tranche or Tranches had such Tranche or Tranches accrued interest
at the interest rate otherwise applicable thereto. So long as interest is
calculated pursuant to this provision, the Borrower is not entitled to elect
that any Tranche be issued, renewed or converted to, a LIBOR Tranche, and the
interest rate for a Base Rate Tranche or a Federal Funds Tranche shall not be
reinstated.

(d) If the total amount of interest paid or accrued,
together with any other fees payable pursuant to this Agreement and the other
Loan Documents which are deemed to be interest under applicable law with
respect to a Lender pursuant to this Agreement and the other Loan Documents, is
less than the total amount of interest which would have been paid or accrued if
the varying rates per annum equal to the interest provided pursuant to Section
2.4(a)(y) had at all times been in effect and all fees provided for

REVOLVING CREDIT AGREEMENT, PAGE 6
<PAGE> 12
in this Agreement and the other Loan Documents had been paid, then the Borrower
agrees to pay to the Lender, upon demand, an amount equal to the excess of (i)
the lesser of (A) the amount of interest and fees which would have accrued if
the Highest Lawful Rate had at all times been in effect, or (B) the amount of
interest and fees which would have accrued if a varying rate per annum equal to
the interest provided pursuant to Section 2.4(a)(y) had at all times been in
effect and all fees provided for in this Agreement and the other Loan Documents
had been paid, over (ii) the amount of interest and fees paid in accordance
with the other provisions of this Agreement and the other Loan Documents.

2.5 COMPUTATION OF INTEREST. Interest on all Obligations shall be
computed on the basis of the actual number of days elapsed in the period during
which interest accrues and on the basis of a year of 360 days, unless such
computation would cause the effective interest rate to exceed the Legal
Maximum, in which event such computation shall be on the basis of a year of 365
or 366 days, as the case may be. In computing interest on any Advance, the
date of the funding of the Advance shall be included, and the date of payment
shall be excluded; provided, however, if an Advance is repaid on the same day
on which it is made, one (1) day's interest shall be paid on such Advance.

2.6 PAYMENTS.

(a) The outstanding unpaid principal of the Obligations,
including, without limitation, the Loan, shall be paid in full on the
Expiration Date or such earlier date on which the Obligations have been
declared due and payable in accordance with the terms hereof.

(b) Interest is due and payable on each Interest Payment
Date applicable to each Tranche.

(c) Each payment under this Agreement shall be made at
the principal office of the Lender at New York City, New York, in funds
available for immediate use not later than 1:00 p.m. (New York City, New York
time) the day the payment is due, and any payment made after such time shall be
deemed made on the next Business Day. All payments and all proceeds of
Collateral shall be applied by the Lender to the Obligations in such order as
the Lender may determine.

(d) When any payment to be made by the Borrower hereunder
or under the Note is stated to be due on a day which is not a Business Day, the
payment shall, except as may otherwise be provided herein, instead be due on
the next succeeding Business Day, and any such extension of time shall be
included in the computation of the payment of interest and fees hereunder.

(e) Any prepayment shall be accompanied by the payment
of the interest accrued on the principal amount so prepaid.

REVOLVING CREDIT AGREEMENT, PAGE 7
<PAGE> 13
Prepayments of principal shall be applied first to the Base Rate Tranche and
then to the Federal Funds Tranche and then to the LIBOR Tranches selected by
the Borrower, provided that the Borrower shall select such LIBOR Tranches as
will minimize the Consequential Loss resulting from such payment; provided
further that if a Default exists or if the Borrower fails to select the
Tranches to be prepaid, the Lender may select such Tranches.

(f) All payments (whether of principal, interest, fees,
reimbursements, or otherwise) by the Borrower under this Agreement shall be
made without adjustment, setoff, or counterclaim and shall be made free and
clear of and without deduction for any present or future tax, or any other
charge, if any, of any nature whatsoever now or hereafter imposed by any
Governmental Authority (excluding herefrom with respect to the Lender any such
tax or other charge imposed on or measured by its net income and any capital
and franchise taxes imposed on it by the USA, the Governmental Authorities of
the applicable Lending Office, and the Governmental Authorities in which it is
organized). If the making of such payment by the Borrower is prohibited by law
unless such a tax, or other charge is deducted or withheld therefrom, the
Borrower shall to the extent permitted by applicable law pay on the date of
each such payment, such additional amounts (without duplication of any amounts
required to be paid pursuant to the provisions hereof regarding capital
adequacy) as may be necessary in order that the net amounts received by such
Person after such deduction or withholding equal the amounts which would have
been received if such deduction or withholding were not required. The Borrower
shall make the required deduction and shall confirm that all applicable taxes,
if any, imposed on this Agreement or transactions hereunder shall have been
properly and legally paid by it to the appropriate tribunal by sending official
tax receipts or notarized copies of such receipts to the Lender within thirty
(30) days after payment of any applicable tax.

2.7 LETTER OF CREDIT (STANDBY ONLY) SUBFACILITY.

(a) Subject to the terms and conditions set forth in this
Agreement, the Lender agrees to issue one or more Letters of Credit for the
account of the Borrower. The Lender has no obligation to issue any Letter of
Credit if any of the following facts or circumstances exist:

(i) the aggregate amount of the Letter of Credit
Obligations, after giving effect to the issuance of the Letter of Credit
requested, would exceed any limit imposed by law or regulation upon the Lender;

(ii) on the date of the proposed issuance of such
Letter of Credit (A) immediately after giving effect to the issuance of such
Letter of Credit, the Revolving Credit Obligations at such time would exceed
the lesser of the Borrowing Base or the Commitment at such time, or (B) one or
more of the conditions

REVOLVING CREDIT AGREEMENT, PAGE 8
<PAGE> 14
precedent contained herein, as applicable, would not on such date be satisfied;

(iii) the requested Letter of Credit would have an
expiration date later than the Business Day immediately preceding the
Expiration Date; provided, however, if, at the request of the Borrower, the
Lender, in its sole discretion, chooses to issue (although not obligated to do
so), a Letter of Credit with an expiration date after such date above, the
Borrower agrees that on the date of issuance, but prior to issuance, it shall
deposit Cash Collateral with the Lender in an amount equal to the face amount
of such Letter of Credit but if such Cash Collateral is not timely delivered to
Lender, Lender shall not issue such Letter of Credit;

(iv) the requested Letter of Credit would be in a
currency other than Dollars;

(v) the Borrower has failed to execute and deliver to
the Lender any requested Letter of Credit Reimbursement Agreement and such other
documents and materials as may be required pursuant to the terms thereof;

(vi) the terms of the proposed Letter of Credit are not
satisfactory to the Lender in its sole discretion; or

(vii) Regardless of Borrower's compliance with each of the
other conditions herein to the issuance of a Letter of Credit, Lender, in its
sole discretion, chooses to not issue any Letter of Credit.

(b) The Borrower shall not request and may not obtain a
Letter of Credit except for use in connection with transactions entered into by
it in the ordinary course of business.

(c) The Borrower shall give the Lender irrevocable
written notice that it desires the Lender to issue a Letter of Credit not later
than 3:00 p.m. (New York City, New York time) two (2) Business Days preceding
the requested date for issuance thereof, or such shorter notice as may be
acceptable to the Lender. The notice shall specify the stated face amount of
the Letter of Credit requested, the requested date (which shall be a Business
Day) of issuance of such Letter of Credit, the date on which such Letter of
Credit is to expire, the Person for whose benefit such Letter of Credit is to
be issued, the conditions for the beneficiary's making a drawing thereunder,
any other relevant terms of such Letter of Credit, and the amount of the then
outstanding Letter of Credit Obligations, Revolving Credit Obligations and the
amount of the Borrowing Base as reflected in the most recently dated Borrowing
Base Certificate provided to Lender in accordance with the provisions hereof.

(d) (i) The Lender shall give the Borrower written
notice, or telephonic notice confirmed promptly thereafter in

REVOLVING CREDIT AGREEMENT, PAGE 9
<PAGE> 15
writing, of all drawings under a Letter of Credit and of the anticipated
Reimbursement Date. The Borrower shall, not later than the anticipated
Reimbursement Date, reimburse the Lender for the amount of such drawing.

(ii) Unless the Borrower has paid the Lender in
immediately available funds by 1:00 p.m. (New York City, New York time) on the
anticipated Reimbursement Date as specified in the notice given pursuant to
subsection (a) hereof, the Borrower shall be deemed to have requested a Letter
of Credit Advance for such purpose (irrespective of the satisfaction of any
conditions thereto or whether any Default or Event of Default then exists).

(iii) No action taken or omitted in good faith by
the Lender under or in connection with any Letter of Credit shall put the
Lender under any resulting liability to the Borrower. In determining whether
to pay under any Letter of Credit, the Lender has no obligation other than to
confirm that any documents required to be delivered under a respective Letter
of Credit appear to have been delivered and that each appears on its face to
comply with the requirements of such Letter of Credit. The obligations of the
Borrower to make payments to the Lender with respect to a Letter of Credit are
irrevocable, are not subject to any qualification or exception whatsoever
except willful misconduct or gross negligence of the Lender, and shall be
honored under all circumstances, including without limitation (A) any lack of
validity or enforceability of this Agreement or any of the other Loan
Documents; (B) the existence of any claim, setoff, defense or other right which
the Borrower may have at any time against a beneficiary of a Letter of Credit
or any transferee of a beneficiary of a Letter of Credit (or any Person for
whom any such transferee may be acting), the Lender, or any other Person,
whether in connection with this Agreement, any Letter of Credit, the
transactions contemplated herein or any unrelated transactions (including any
underlying transactions between the account party and beneficiary named in any
Letter of Credit); (C) the inaccuracy of any statement in or forgery, fraud,
invalidity, or insufficiency in any respect of any draft, certificate, or any
other document presented under the Letter of Credit; or (D) the surrender or
impairment of any security for the performance or observance of any of the
terms of any of the Loan Documents.

(iv) The Borrower agrees to release each
Indemnitee and to defend, indemnify, and save each Indemnitee harmless from and
against any claim, liability, loss, cost, or expense (including reasonable
attorneys' fees but excluding taxes) which the indemnified Person may incur or
be subject to directly or indirectly arising out of or in any manner related to
the issuance of any Letter of Credit, the honoring of or failure to honor any
drawing under any Letter of Credit except only such claims, liabilities,
losses, costs, and expenses of any Indemnitee caused by the gross negligence or
willful misconduct of such Indemnitee. THE BORROWER INTENDS TO RELEASE AND
INDEMNIFY EACH INDEMNITEE FROM

REVOLVING CREDIT AGREEMENT, PAGE 10
<PAGE> 16
THE CONSEQUENCES OF ITS OWN SOLE, CONCURRENT, OR CONTRIBUTORY NEGLIGENCE,
provided that this subsection shall not require the Borrower to indemnify the
Lender for any damages in addition to the amount of a drawing which are
incurred by the Lender as a result of its failure to honor a drawing strictly
complying with the terms of the Letter of Credit.

(v) The Borrower assumes all risks of the acts and
omissions of, or misuse of Letters of Credit, by the beneficiaries of the
Letters of Credit. The Lender is not responsible for, nor is the Borrower's
liability with respect thereto subject to reduction by reason of (A) the form,
validity, legality, sufficiency, accuracy, genuineness or legal effect of any
document submitted by any party in connection with the application for and
issuance of the Letters of Credit, even if it is in any respect invalid,
insufficient, inaccurate, fraudulent or forged; (B) the validity, legality or
sufficiency of any instrument transferring or assigning or purporting to
transfer or assign a Letter of Credit or the rights or benefits thereunder or
proceeds thereof, in whole or in part, which is invalid or ineffective for any
reason; (C) the failure of the beneficiary of a Letter of Credit to comply duly
with conditions required in order to draw upon such Letter of Credit; (D)
errors, omissions, interruptions or delays in transmission or delivery of any
messages, by mail, cable, telegraph, telex or otherwise, whether or not they
are in cipher; (E) errors in interpretation of technical terms; (F) any loss or
delay in the transmission or otherwise of any document required in order to
make a drawing under any Letter of Credit or of the proceeds thereof; (G) the
misapplication by the beneficiary of a Letter of Credit of the proceeds of any
drawing under such Letter of Credit; (H) any litigation, proceeding or charges
with respect to such Letter of Credit; (I) the failure of the Lender to give
any notice under this Section; or (J) any consequences arising from causes
beyond the control of the Lender.

2.8 LETTER OF CREDIT ISSUANCE FEE.

(i) The Borrower shall pay to the Lender a fee
accruing at a per annum rate equal to one and one-half percent (1.5%) per annum
on the undrawn face amount of each outstanding Letter of Credit, payable in
advance on the date such Letter of Credit is issued; provided, however,
effective (i) immediately upon the occurrence of an Event of Default described
in SECTION 8.1(A), or (ii) retroactively to the date of an occurrence of any
other Event of Default described in SECTION 8.1 upon notice from the Lender of
the effectiveness of this Section, and for so long thereafter as such Event of
Default shall be continuing, the rate at which the Letter of Credit Fees shall
accrue and be payable shall be equal to three and one-half percent (3.5%) per
annum;

(ii) Additionally, the Borrower shall pay to the
Lender the standard charges assessed by the Lender in connection with the
issuance, administration, amendment and payment or

REVOLVING CREDIT AGREEMENT, PAGE 11
<PAGE> 17
cancellation of Letters of Credit and such compensation in respect of such
Letters of Credit for the Borrower's account as may be agreed upon by the
Borrower and the Lender from time to time, and further Borrower shall pay any
and all other costs and out-of-pocket expenses incurred by Lender at any time
related to or resulting from Borrower's request to issue a Letter of Credit or
the issuance of such.

2.9 VOLUNTARY REDUCTION OF COMMITMENT. The Borrower may from time
to time and subject to any other limitations in this Agreement on at least two
(2) Business Days' prior written irrevocable notice received by the Lender
permanently reduce the aggregate amount of the Commitment hereunder, but only
upon making a payment of the accrued but unpaid amount of the Commitment Fee to
the date of reduction and any other payment required by the terms of this
Agreement. Any partial reduction will be in an aggregate amount of ONE MILLION
DOLLARS ($1,000,000) or an integral multiple thereof. The Commitment Fee
provided for herein will not thereafter be due with respect to the amount by
which the Commitment was reduced. The Borrower may at any time on like notice
terminate the Commitment upon payment in full of the Obligations.

2.10 AMOUNTS EXCEEDING LIMITS. If the Revolving Credit Obligations
at any time exceeds the lesser of the Borrowing Base or the Commitment, the
Borrower will within five (5) Business Days of any such determination (a) pay
in cash to the Lender at its office in New York City, New York, the amount of
such excess, such payment first to be applied to Reimbursement Obligations and
next to the Loan, and the balance, if any, to be held by the Lender as Cash
Collateral; or (b) deliver to Lender, at its office in New York City, New York,
additional collateral, which shall be in form and content and value
satisfactory to Lender to equal in aggregate value the amount of such excess,
in Lender's sole discretion; or (c) deliver to Lender, at its office in New
York City, New York, a combination of cash and such additional collateral which
in aggregate value shall equal the amount of such excess, in Lender's sole
opinion.

2.11 COMMITMENT FEE. For the period commencing on the Closing Date
and ending on the Expiration Date, the Borrower shall pay to the Lender a fee
accruing at the rate of 0.25% per annum on the average daily amount during each
fiscal quarter by which the Commitment exceeds (i) the Loan, plus (ii) the
aggregate undrawn face amount of all outstanding Letters of Credit. The
Commitment Fee is payable quarterly, in arrears, commencing on the last day of
the fiscal quarter next succeeding the Closing Date and on the last day of each
fiscal quarter thereafter, and on the Expiration Date.

2.12 CALCULATION AND PAYMENT OF FEES. The fees required to be paid
under Section 2.11 shall be calculated on the basis of the actual number of
days elapsed but a 360-day year. All such fees are payable in addition to, and
not in lieu of, principal, interest, expense reimbursements, indemnification
and other

REVOLVING CREDIT AGREEMENT, PAGE 12
<PAGE> 18
Obligations. Fees shall be payable in accordance with SECTION 2.6. All fees
shall be fully earned and non-refundable when paid. All fees specified or
referred to in this Agreement due to the Lender shall bear interest, if not
paid when due, at the Default Rate, shall constitute Obligations, and shall be
secured by the Collateral.

2.13 EXPIRATION. The Commitment shall terminate on the Expiration
Date or such earlier date on which the Commitment is terminated in accordance
with the terms hereof. However, if prior to December 1, 1997 the Commitment
has not been otherwise terminated, Lender, in its sole discretion, will
consider extending the Expiration Date for a one (1) year period but Lender
does not have any obligation to do such and if Lender has not agreed in writing
to do so under terms and conditions satisfactory to Lender prior to December 1,
1997 and the Commitment has not been otherwise terminated, the Commitment will
terminate on December 1, 1997.

2.14 PAYMENT OF FUNDING LOSSES.

(a) The Borrower shall indemnify the Lender against any
loss or expense incurred by it as a result of any failure by the Borrower to
fulfill, on or before the date specified for any Advance or renewal or
conversion of the interest rate applicable to any Tranche, the conditions
thereof, including, without limitation, any loss (including loss of anticipated
profits) or expense incurred by reason of the liquidation or re-employment of
deposits or other funds when such Advance or renewal or conversion of the
interest rate applicable to any Tranche is not made on such date as a result of
such failure. A certificate in reasonable detail as to the amount of any such
loss or expense submitted to the Borrower shall be conclusive as to the amount
thereof except in cases of manifest error. A copy of any such statement
submitted by the Lender shall be given to the Lender.

(b) If for any reason, including without limitation
because any prepayment is required by reason of a reduction in the Commitment
or because the Revolving Credit Obligations exceed at any time the lesser of
the Borrowing Base or the Commitment, the Lender receives all or part of its
portion of the principal amount of a Tranche prior to the last day of the
Interest Period applicable thereto, the Borrower shall pay the Lender the
amount (if any) of the Consequential Loss occasioned by such payment. A
certificate of such Lender submitted to the Borrower shall be conclusive absent
manifest error.

2.15 CAPITAL ADEQUACY AND INCREASED COSTS.

(a) If after the date hereof (i) the adoption or
implementation, change, or phasing in of any law or regulation or in the
interpretation thereof by any domestic or foreign Governmental Authority
charged with the administration thereof or (ii) compliance with any directive,
guideline or request from any

REVOLVING CREDIT AGREEMENT, PAGE 13
<PAGE> 19
central bank or domestic or foreign Governmental Authority (whether or not
having the force of law) promulgated or made after the date hereof affects or
would affect the amount of capital required or expected to be maintained by the
Lender or any corporation directly or indirectly controlling the Lender has or
would have the effect of reducing the rate of return on such capital or the
asset value of any Advance made or Letter of Credit issued hereunder to a level
below that which the Lender or such controlling corporation could have achieved
but for such adoption, implementation, change, phasing in, or compliance (after
taking into account the Lender's or such corporation's policies regarding
capital adequacy) by an amount deemed by the Lender to be material to the
Lender or such corporation, then, within ten (10) days after written demand by
the Lender (accompanied by a statement of the type referred to below, the
Borrower shall pay to the Lender such additional amount or amounts as shall be
sufficient to compensate the Lender or such controlling corporation for any
such reduction.

(b) If any law, regulation, treaty, or directive
hereafter enacted, promulgated, approved, or issued or any change in any
presently existing law, regulation, treaty, or directive therein or in the
interpretation or application thereof by any Governmental Authority charged
with the administration thereof (whether or not having the force of law) or
compliance by the Lender or any corporation directly or indirectly owning or
controlling the Lender (in each case, the "Affected Person") with any request
or directive from any central bank or other Governmental Authority, agency, or
instrumentality

(i) subjects such Affected Person to any tax,
duty, or other charge of any kind whatsoever with respect to its Commitment,
any Advance, or its obligations under this Agreement to make Advances, or issue
Letters of Credit or any amounts payable to it hereunder (and any additional
income or franchise taxes resulting therefrom), or changes the basis of
taxation of payments to such Affected Person of principal, interest, or any
other amount payable hereunder in respect of the Loan or any Letter of Credit
(except for imposition of, or change in the rate of, any tax (A) on the overall
net income of such Affected Person or direct substitute for such tax, or (B)
which would not have been imposed if such Affected Person complied with any
certification, information, documentation or other reporting requirement); or

(ii) imposes, modifies, or makes applicable any
reserve, special deposit, compulsory loan, assessment, increased cost, or
similar requirement against assets held by, or deposits of, or advances or
loans or letters of credit by, or other credit extended by, or any other
acquisition of funds by, any office of such Affected Person in respect of the
Loan or any Letter of Credit which is not otherwise expressly included in the
determination of the applicable rate or rates of interest hereunder,

REVOLVING CREDIT AGREEMENT, PAGE 14
<PAGE> 20
and the result of any of the foregoing is to increase the cost of making,
renewing, or maintaining the Loan or issuing Letters of Credit or the
commitment to make Advances or to reduce any amount receivable by the Lender
hereunder in respect of any of the foregoing then, in any such case, the
Borrower shall promptly pay the Lender upon demand any additional amounts
necessary to compensate the Lender for such additional cost (including any
penalties, interest, and out-of-pocket expenses paid to third parties, but
excluding any late payment penalties which resulted solely from the Lender's
inaction in seeking indemnification hereunder) or reduction in such amount
receivable.

(c) The Lender will, if possible, designate a different
Lending Office if such will avoid the need for, or reduce the amount of, any
compensation hereunder and is not otherwise disadvantageous to the Lender.
This Section shall apply and the Lender is entitled to payment hereunder,
notwithstanding any possible invalidity or inapplicability of any event or
provision which may require payment hereunder. A statement setting forth the
calculations of any additional amounts payable submitted by the Lender to the
Borrower shall be conclusive absent manifest error. No delay by the Lender in
demanding the payment of any additional amounts pursuant to this Section shall
constitute a waiver of its right to demand payment of such amounts at any
subsequent time. In determining the additional amount payable pursuant to this
Section, the Lender shall take into account any transitional adjustment or
phase-in provisions of such reserve requirements which would reduce the reserve
requirement otherwise applicable; provided, however, the Lender, in its sole
discretion, may determine the allocation of reserve requirements. Each such
determination made by the Lender, and each notification to the Borrower under
this Section, shall be presumptive as to the matters therein set forth in the
absence of manifest error in calculation. The Lender agrees to provide on
request by the Borrower such certificates as are reasonably required, and take
such other actions as are reasonably necessary to claim such exemptions as the
Lender may be entitled to claim in respect of all or a portion of any sums
which are otherwise required to be paid or deducted or withheld pursuant to
this Section. This Section shall not be construed, nor shall it operate, to
require the Borrower to pay any sums not permitted or in excess of the limits
imposed by applicable law.

2.16 CHANGE IN CIRCUMSTANCES.

(a) If with respect to any Federal Funds Tranche the
Lender determines (which determination shall be in good faith and shall be
conclusive and binding upon the Borrower) that no timely quotations of the
applicable rate offered in the interbank federal funds market in New York City,
New York or other sources available to the Lender as contemplated in the
definition of "Federal Funds Rate" herein or the Lender determines (which
determination shall be in good faith and shall be conclusive and binding upon
the Borrower) that by reason of circumstances affecting the market for

REVOLVING CREDIT AGREEMENT, PAGE 15
<PAGE> 21
federal funds, fair and adequate means do not exist for determining the Federal
Funds Rate or the Federal Funds Rate does not adequately reflect the cost of
funds to the Lender, the Lender may give notice thereof to the Borrower, and
such determination shall be conclusive and binding on the Borrower. After such
notice has been given and until the Lender notifies the Borrower that the
circumstances giving rise to such notice no longer exist, the obligation to
permit a Federal Funds Rate election shall be suspended, and Federal Funds
Tranches shall be converted on the last day of the then-current applicable
Interest Period to a Base Rate Tranche unless the Borrower elects the LIBOR
Rate in accordance with the terms hereof.

(b) If the Lender determines (which determination shall
be made in good faith and shall be conclusive and binding upon the Borrower)
that (i) adequate and reasonable means do not or will not exist for
ascertaining the interest rate applicable to any LIBOR Tranche, (ii) Dollar
deposits in the relevant amounts and for the relevant Interest Period are not
available to the Lender in the LIBOR Market, or (iii) the LIBOR Rate does not
accurately reflect the cost of funds to the Lender, then the Lender shall
forthwith give notice of such determination to the Borrower, whereupon, until
the Lender notifies the Borrower that the circumstances giving rise to such
suspension no longer exist, the obligation of the Lender to permit a LIBOR Rate
election shall be suspended and LIBOR Tranches shall be converted on the last
day of the then current applicable Interest Period to a Base Rate Tranche
unless the Borrower timely notifies the Lender that it desires that the
conversion be to a Federal Funds Tranche subject to the provisions of
subparagraph (a) above.

(c) If after the date of this Agreement the introduction
of or any change in any applicable law, rule or regulation or in the
interpretation or administration thereof by any Governmental Authority charged
with the interpretation or administration thereof or compliance by the Lender
with any request or directive (whether or not having the force of law) of any
authority makes it unlawful or not reasonably possible for the Lender (or its
Lending Office) to make, maintain or fund LIBOR Tranches, the Lender shall so
notify the Borrower. Before giving any notice pursuant to this Section, the
Lender shall if possible designate a different Lending Office if such
designation will avoid the need for giving such notice and in the Lender's sole
judgment will not be otherwise disadvantageous to the Lender. Upon receipt of
such notice, if the Lender has received a request with respect to the affected
type of Interest Rate Option, the Borrower shall be deemed to have designated
the Base Rate without any further notice from the Borrower. Any Tranche
bearing interest at the affected Interest Rate Option shall immediately become
a Base Rate Tranche. If circumstances subsequently change so that the Lender
is not further affected, the obligation to permit election of the formerly
affected Interest Rate Option shall be reinstated upon written request of the
Borrower.

REVOLVING CREDIT AGREEMENT, PAGE 16
<PAGE> 22
2.17 LENDING OFFICE. The Lender may without notice to or consent
from the Borrower (a) designate its principal office or a foreign branch, a
Subsidiary, or an Affiliate of the Lender as its lending office (and the office
to whose accounts payments are to be credited) for any LIBOR Tranche, (b)
designate its principal office or a domestic branch, a Subsidiary, or an
Affiliate as its lending office (and the office to whose account payments are
to be credited) for any Base Rate Tranche or Federal Funds Tranche, and (c)
change its Lending Offices from time to time by notice to the Borrower. In
such event, the Lender shall continue to hold the Note evidencing its Advances
for the benefit and account of such foreign branch, subsidiary, or affiliate.
The Lender is entitled to fund all or any portion of the Loan in any manner
which it may determine in its sole discretion, but all calculations and
transactions hereunder shall be conducted as though the Lender has actually
funded each Tranche at its Lending Office regardless of the actual means of
funding.

2.18 PREPAYMENTS. The Borrower may from time to time upon two (2)
Business Days' prior written notice to the Lender (which shall specify the
amount of such prepayment and the date thereof, which shall be a Business Day)
and subject to any other limitations in this Agreement prepay the Loan in whole
or in part without penalty or premium except as may be incurred in connection
with payment of a LIBOR Tranche prior to the end of the applicable Interest
Period in accordance with SECTION 2.14 hereof, provided any partial prepayment
shall be not less than a principal amount equal to FIVE HUNDRED THOUSAND
DOLLARS ($500,000) and in integral multiples of $100,000 in excess thereof.

ARTICLE III
CONDITIONS PRECEDENT

The obligation of the Lender hereunder is subject to the following
conditions precedent:

3.1 CONDITIONS TO CLOSING. Prior to or simultaneously with the
making of the initial Advance or the issuance of the first Letter of Credit,
whichever occurs first, the Borrower will deliver or cause to be delivered to
the Lender the following documents, certificates, evidence, opinions, and other
instruments in such number and counterparts as the Lender may require, each of
which shall be in form and substance satisfactory to the Lender in its sole
discretion:

(a) Duly executed copies of the following documents with
all blanks appropriately completed:

(i) Revolving Note;

REVOLVING CREDIT AGREEMENT, PAGE 17
<PAGE> 23
(ii) Security Agreements by each Obligated Party by which
each Obligated Party will grant a security interest in the Collateral to secure
the Obligations;

(iii) Pledge Agreements by Group by which Group shall
pledge and grant a Lien on 100% of the issued and outstanding capital stock of
Borrower and International and Borrower shall pledge and grant a Lien on 100% of
the issued and outstanding capital stock of Simply Fresh to secure the
Obligations;

(iv) Guaranty Agreements by Group, International, and
Simply Fresh guaranteeing the payment of the Obligations;

(v) UCC-1 Financing Statements by each Obligated
Party;

(vi) Notice of Borrowing;

(vii) Borrowing Base Certificate;

(viii) Landlord's Waiver by each landlord or warehouse owner
of a Primary Inventory Location as defined in SECTION 4.26 hereof;

(ix) Any consents or waivers required hereunder;

(x) Stock Powers executed by Group and Borrower for the
stock being pledged by each hereunder;

(xi) evidence satisfactory to Lender that all obligations
of any Obligated Party to Bank of America Texas, N.A. have been satisfied in
full and that any security interests or liens securing same have been released
and terminated; and

(xii) Any additional documents required by Lender, in its
sole discretion.

(b) Copies of the articles of incorporation and all
amendments thereto, of each Obligated Party, accompanied by the certificates of
the appropriate governmental officials bearing dates no more than thirty (30)
days prior to the Closing Date, to the effect that such copies are correct and
complete and that such corporation is a corporation duly incorporated and
validly existing, together with copies of the bylaws and all amendments
thereto, of each Obligated Party accompanied by the certificate of the
Secretary of each Obligated Party dated the date of execution hereof that such
copy of said bylaws, as amended, is correct and complete.

(c) Certificates of the appropriate governmental
officials dated not more than thirty (30) days prior to the Closing Date as to
each Obligated Party establishing the qualification to do business and be in
good standing under the laws of the state of

REVOLVING CREDIT AGREEMENT, PAGE 18
<PAGE> 24
its incorporation and under the laws of each state in which it has so qualified;

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

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

(f) Opinion of Jordaan, Howard & Pennington, PLLC,
counsel for each Obligated Party, dated the date hereof, in form and substance
satisfactory to the Lender and covering such matters as the Lender or counsel
to the Lender may request, which opinion each Obligated Party hereby directs
counsel to deliver;

(g) If any indenture, agreement, or other instrument
binding upon any Obligated Party requires that consents of third parties be
obtained before such Obligated Party may execute, deliver, and perform any of
the Loan Documents, such consents;

(h) Copies of the Financial Statements referred to in
SECTION 4.08;

(i) A Borrowing Base Certificate dated as of December 31,
1996;

(j) Evidence that all Liens in favor of the Lender have
been duly perfected and all other documentation relating to the Collateral is
in form and substance satisfactory to the Lender;

(k) Such other documents, opinions, certifications,
consents, waivers, agreements, and evidence as the Lender may reasonably
request.

3.2 ADDITIONAL CONDITIONS. The Lender will not be obligated to
make any Advance (including the initial Advance) or issue any Letter of Credit
until the following additional conditions precedent have been satisfied as of
the date of making the Advance, or issuance of the Letter of Credit, as the
case may be, and after

REVOLVING CREDIT AGREEMENT, PAGE 19
<PAGE> 25
giving effect thereto (a) no Default or Event of Default has occurred and is
continuing; (b) the representations and warranties contained herein are true
and correct in all material respects as of such date, as if then made (except
to the extent that such representations and warranties relate solely to an
earlier date); (c) the Obligated Parties have paid all fees and expenses then
due and payable; (d) no change in the condition (financial or otherwise),
business, assets, operations, or affairs of Group or Borrower or Simply Fresh
or UniMark taken as a whole has occurred which has had or is likely to have a
Material Adverse Effect; (e) in the case of a Cash Advance, the Lender has
received a Notice of Borrowing in accordance with the terms hereof signed by a
duly authorized officer of the Borrower which certificate shall set forth
information as the Lender may reasonably request; (f) in the case of a Letter
of Credit, the Lender has received the required request therefor; and (g) all
other conditions to obtaining the Advance requested or issuance of the Letter
of Credit, as the case may be, have been satisfied. The submission by the
Borrower of a Notice of Borrowing shall constitute a representation and
warranty by the Borrower as of the Funding Date in the case of an Advance and
as of the date of issuance of the Letter of Credit that all of the foregoing
conditions have been satisfied.

3.3 FAILURE TO SATISFY CONDITIONS. If, notwithstanding the
Borrower's failure to satisfy all conditions precedent to the obtaining of any
Advance, or causing a Letter of Credit to be issued, the Lender is required by
the terms hereof to make an Advance or if the Lender nevertheless makes an
Advance or issues a Letter of Credit, the making of such Advance or issuance of
the Letter of Credit, as the case may be, shall not constitute a waiver of the
unfulfilled condition or conditions, nor of any Default or Event of Default
caused by such failure.

3.4 POST CLOSING CONDITION. Simply Fresh will deliver to Lender
within thirty (30) days of the Closing Date evidence satisfactory to Lender, in
its sole discretion, that all obligations of any Obligated Party to Tokai Bank
of California have been paid in full and any security interests or liens
securing same have been released and terminated.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES

To induce the Lender to enter into this Agreement and to perform its
agreements hereunder, each Obligated Party, jointly and severally, represents
and warrants that each of the following statements is correct:

4.1 ORGANIZATION AND AUTHORITY. Each Obligated Party is duly
organized, validly existing, and in good standing under the laws of its state
of creation and is duly qualified to do business and in good standing in every
other state in which, under presently

REVOLVING CREDIT AGREEMENT, PAGE 20
<PAGE> 26
applicable law, the nature of its property or business requires such
qualification and in which the failure to be so qualified would (when
considered alone or when aggregated with the effect of failure to qualify in
all other jurisdictions) have a Material Adverse Effect. All of the
outstanding capital stock of each Obligated Party is duly authorized, validly
issued, fully paid, and non-assessable. Each Obligated Party has all requisite
power and authority to conduct its business, to own, lease, operate, or
maintain its properties. Each Obligated Party has all requisite power and
authority to execute and deliver and perform all of its obligations under the
Loan Documents.

4.2 VALIDITY, AUTHORIZATION, AND NO CONFLICT. The execution,
delivery, and performance by each Obligated Party of the Loan Documents to
which it is a party and the consummation of the transactions contemplated in
connection therewith (a) have been duly authorized by such Obligated Party, (b)
do not violate any provision of the Articles of Incorporation or the By-Laws of
such Obligated Party, and (c) are not prohibited by and do not violate nor
constitute a default under any law, or any presently existing requirement or
restriction imposed by any judgment, order, writ, injunction, decree, or award
of any arbitral authority or any Governmental Authority, or any agreement,
instrument, or indenture by which any Obligated Party is bound, or result in
the creation of any Lien upon any of the assets of any Obligated Party, except
for Permitted Liens. The Loan Documents have been duly executed and delivered
by each Obligated Party thereto, and such Loan Documents are legal, valid, and
binding obligations of such Obligated Party enforceable in accordance with
their respective terms, except as the enforcement thereof may be limited by
applicable bankruptcy or debtor relief laws affecting the rights of creditors
generally and general principles of equity.

4.3 NO PROCEEDINGS. (a) All actions, suits, claims, or
proceedings pending or threatened against any Obligated Party or its properties
or assets before any Governmental Authority or private arbitrator are listed on
EXHIBIT 4.3.

(b) There are no actions, suits, claims, or proceedings pending or
threatened against any Obligated Party or its properties or assets before any
Governmental Authority, or private arbitrator which has, or if adversely
determined would have, a Material Adverse Effect on any Obligated Party or
which challenge the validity of any of the Loan Documents or any of the
transactions contemplated therein or thereby.

4.4 NO APPROVALS. Neither the making, execution, delivery, or
performance of any of the Loan Documents nor the consummation of the
transactions contemplated in connection therewith requires the consent or
approval of any Person or if any such approval is required, such approval has
been obtained.

REVOLVING CREDIT AGREEMENT, PAGE 21
<PAGE> 27
4.5 NO DEFAULT. No Default has occurred and is continuing or will
result from the making of any requested Advance or Letter of Credit. No
Obligated Party is in default under, and no event has occurred which with the
lapse of time or giving of notice, or both, could result in a default under,
any indenture, agreement, lease, or other instrument or in violation of any
statute, regulation, judgment, injunction, decree, determination, or award the
result of which would be a Material Adverse Effect.

4.6 ADVERSE CIRCUMSTANCES. Neither the business nor any property
of any Obligated Party is presently affected by any fire, explosion, accident,
strike, lockout, or other dispute, embargo, act of God, act of public enemy, or
similar event or circumstances nor has any other event or circumstance relating
to its business or affairs occurred which has had or may reasonably be expected
to have a Material Adverse Effect.

4.7 TAX RETURNS AND PAYMENTS. All foreign, federal, state, and
other tax returns of each Obligated Party required to be filed have been filed,
and all foreign, federal, state, and other taxes, assessments, fees, and other
governmental charges (domestic and foreign) imposed on each Obligated Party
which are due and payable have been paid except for any such tax, assessment,
fee, or charge which is being contested in good faith and for which adequate
reserves satisfactory to the Lender have been established on the books of such
Obligated Party. There is no material deficiency or assessment which may be
asserted in connection with any of said taxes, assessments, fees, or charges.

4.8 FINANCIAL STATEMENTS. The Borrower and Group have delivered
to the Lender its audited consolidated Financial Statements for the fiscal year
ended December 31, 1995, and the unaudited consolidated Financial Statements
for the period from January 1, 1996 through and including September 30, 1996;
such Financial Statements are complete and correct in all material respects
(subject, in the case of interim statements, to changes resulting from audits
and year end adjustments) and fairly present, in accordance with GAAP, the
consolidated financial condition of the Borrower and its Subsidiaries as of the
dates thereof and for the periods then ended. The statements of income and
cash flow fairly present the results of the consolidated operations of the
Group and its Subsidiaries for the periods indicated. Since said dates there
has been no material adverse change in such financial condition, and except as
reflected or referred to in any said Financial Statements, there are no
contingent or disputed liabilities or unrealized or anticipated losses which in
the aggregate are material.

4.9 PURPOSE. No Obligated Party is engaged in the business of
extending credit for the purpose of purchasing or carrying "margin stock"
(within the meaning of Regulation G, T, U, or X promulgated by the Board and in
effect from time to time), and the making of the loans and the execution,
delivery, and performance of

REVOLVING CREDIT AGREEMENT, PAGE 22
<PAGE> 28
the Loan Documents, and the use of the proceeds of the Advances will not
violate any of such Regulations. The proceeds of each Advance will not be used
to acquire any security in any transaction subject to Sections 13 and 14 of the
Securities Act of 1934.

4.10 ACCURACY OF DISCLOSURES. All writings prepared by or on
behalf of any Obligated Party or any Subsidiary of an Obligated Party furnished
to the Lender for the benefit of, for the purposes of, or in connection with,
the Loan Documents or any transaction contemplated hereby or thereby, were true
and accurate in all material respects on the date such writings were furnished
and do not contain any untrue statement of any material fact or omit to state a
material fact necessary in order to make the statements contained therein not
misleading, and all other such writings hereafter furnished to the Lender for
the benefit of, by, or on behalf of any Obligated Party or any Subsidiary of an
Obligated Party shall be true and accurate in all material respects on the date
such writings are so furnished. There is not to the knowledge of any Obligated
Party any fact which materially and adversely affects or in the future may (so
far as any Obligated Party can foresee) materially and adversely affect the
operations, business, assets prospects, or condition of such Obligated Party or
any Subsidiary of an Obligated Party or UniMark taken as a whole which has not
been specified herein or otherwise in writing furnished to the Lender.

4.11 PROPERTY. Each Obligated Party has good and marketable title
to its properties. The Collateral of the Obligated Parties is free and clear
of all Liens except for Permitted Liens and that lien or security interest
granted by Simply Fresh to Tokai Bank of California and referenced in SECTION
3.4, POST CLOSING CONDITION (the "TOKAI LIEN"). Each Lien securing any part of
the Obligations (whether granted by any Obligated Party or by any other Person)
is first and prior to any other Lien in the Collateral except the P.A.C.A. Lien
as same applies to perishable Collateral and the accounts receivable and other
proceeds arising therefrom and the Tokai Lien. All property owned by or leased
to any Obligated Party is in adequate operating condition and repair and free
from any known defects which substantially interfere with the use thereof.
Group, Borrower, and Simply Fresh and UniMark taken as a whole has obtained and
maintains in full force and effect all rights, franchises, easements, patents,
licenses, permits, governmental approvals, and consents necessary to the
conduct of its business and affairs except where the failure to do so does not
and is not reasonably expected to have a Material Adverse Effect.

4.12 CHIEF EXECUTIVE OFFICE. The Borrower's chief executive office
is located at 124 McMakin Road, City of Bartonville, County of Denton, Texas,
76226 and all its principal books and records and those of each other Obligated
Party are maintained at such address.

REVOLVING CREDIT AGREEMENT, PAGE 23
<PAGE> 29
4.13 RESTRICTED PAYMENTS. Since September 30, 1996, the Borrower
has not directly or indirectly declared, ordered, paid, or set aside any
property for any Restricted Payment.

4.14 AFFILIATES. EXHIBIT 4.14 attached hereto contains a complete
list of the legal name of each Affiliate of each Obligated Party, the nation
and state of such Affiliate's organization, the states in which each of such
Affiliates is qualified to transact business as a foreign corporation, the
authorized, issued, and outstanding equity interests in each such Affiliate and
the relationship to any Obligated Party.

4.15 NAME. No Obligated Party has been named or known as or used
any other name (whether legal, fictitious, assumed, or trade) during the
preceding five (5) years except as disclosed on EXHIBIT 4.15 nor except as
disclosed on EXHIBIT 4.15 has any Obligated Party been the survivor of any
merger or consolidation or acquired all or substantially all of the assets of
any Person.

4.16 INSURANCE. EXHIBIT 4.16 accurately sets forth as of the
Closing Date all insurance policies and programs in effect on such Closing Date
with respect to each Obligated Party, and accurately describes with respect to
each policy and program (a) the amount of coverage, (b) the risks covered, (c)
the name of each insurer and insured, (d) the expiration date, (e) the policy
or program number, and (f) the annual premium.

4.17 LABOR MATTERS.

(a) There is no collective bargaining agreement covering
any of the employees of any Obligated Party except as set forth on EXHIBIT
4.17(A).

(b) EXHIBIT 4.17(B) AND EXHIBIT 4.19 taken together
contain a list as of the Closing Date of all material consulting agreements,
executive compensation plans, deferred compensation agreements, employee
pension or retirement plans, employee profit sharing plans, employee stock
purchase and stock option plans, severance plans, group life insurance,
hospitalization insurance, and other plans or arrangements providing for
benefits to employees of each Obligated Party.

4.18 ENVIRONMENTAL, HEALTH AND SAFETY MATTERS. Except as disclosed
on EXHIBIT 4.18

(a) the operations of each Obligated Party and UniMark
taken as a whole comply in all material respects with all applicable
environmental, health or safety requirements of law relating to Hazardous
Materials except failures to comply which individually or in the aggregate,
would not necessarily be expected to have or have a Material Adverse Effect;

REVOLVING CREDIT AGREEMENT, PAGE 24
<PAGE> 30
(b) each Obligated Party has all environmental, health,
and safety permits, registrations, approvals, licenses, and authorizations
("PERMITS") necessary for its operations, except failures to have such Permits
which failures individually or in the aggregate would not necessarily be
expected to have or have a Material Adverse Effect, and all such Permits are in
good standing, and each Obligated Party is currently in compliance in all
material respects with all terms and conditions of all such Permits issued and
in effect as of the date hereof;

(c) no Obligated Party nor UniMark taken as a whole nor
any of the operations or present or past property or any such entities is
subject to any investigation by, or any judicial or administrative proceeding,
order, judgment, decree, or settlement alleging or addressing (i) a material
violation of any environmental, health or safety requirement of law; (ii) any
action required to respond to or remediate any condition caused by Hazardous
Materials Contamination; or (iii) any material claims or liabilities arising
from Hazardous Materials Contamination nor has any Obligated Party received any
notice of the foregoing;

(d) no Obligated Party, to the knowledge of each
Obligated Party, is the owner or operator of any property or activity which has
a material liability as a result of Hazardous Materials Contamination
associated with such property or activity;

(e) no Obligated Party has sent or arranged for the
transport of any Hazardous Material to any site listed or proposed for listing
on the National Priorities List ("NPL") pursuant to CERCLA or on the
Comprehensive Environmental Response Compensation Liability Information System
List ("CERCLIS"), or any similar state list; and

(f) no present or past property of any Obligated Party is
listed or proposed for listing on the NPL pursuant to CERCLA or on the CERCLIS
or any similar state list of sites requiring response or remedial action, nor
is any Obligated Party aware of any conditions on such property which would
qualify such property for inclusion on any such list.

4.19 ERISA MATTERS. Except as set forth in EXHIBIT 4.19 hereof,

(a) neither any Obligated Party nor any ERISA Affiliate
maintains or contributes to or has any obligation under any Employee Benefit
Plan;

(b) each Obligated Party and each ERISA Affiliate is in
compliance with all applicable provisions of ERISA and the IRC and with all
Foreign Benefit Laws with respect to all Employee Benefit Plans, except where
failure so to comply would not result in a Material Adverse Effect and except
for any required amendments for which the "remedial amendment period," as
defined in Section 401(b)

REVOLVING CREDIT AGREEMENT, PAGE 25
<PAGE> 31
of the IRC, has not yet expired; each Employee Benefit Plan that is intended to
be qualified under Section 401(a) of the IRC has been determined by the IRS to
be so qualified, and each trust related to such plan has been determined to be
exempt under Section 501(a) of the IRC; no material liability has been incurred
by any Obligated Party or any ERISA Affiliate which remains unsatisfied for any
taxes or penalties with respect to any Employee Benefit Plan or any
Multiemployer Plan; and

(c) each Obligated Party and each ERISA Affiliate has
fulfilled its obligations under the minimum funding standards of ERISA and the
IRC with respect to each Employee Benefit Plan and is in compliance in all
material respects with the presently applicable provisions of ERISA and the IRC
and has not incurred any liability to the PBGC or an Employee Benefit Plan
under Title III of ERISA.

4.20 STATUS UNDER CERTAIN STATUTES OF USA. No Obligated Party is
subject to regulation under the Public Utility Holding Company Act of 1935, the
Federal Power Act, the Interstate Commerce Act, or the Investment Company Act
of 1940, or any other federal or state statute or regulation which limits its
ability to incur Debt or its ability to consummate the transactions
contemplated by or in connection with the Loan Documents.

4.21 INSIDER. The Borrower is not, and no Person having "control"
(as that term is defined in 12 U.S.C. Section 375b(9)(B) or in regulations
promulgated pursuant thereto) of the Borrower is, an "executive officer,"
"director," or to the knowledge of Borrower, "principal shareholder" (as those
terms are defined in 12 U.S.C. Section
375b or in regulations promulgated pursuant thereto) of the Lender, of a bank
holding company of which the Lender is a subsidiary, or of any subsidiary of a
bank holding company of which the Lender is a subsidiary, or of any bank at
which the Lender maintains a "correspondent account" (as that term is defined
in such statute or regulations), or of any bank which maintains a correspondent
account with the Lender.

4.22 SOLVENCY. After giving effect to the transactions
contemplated in the Loan Documents and the Advances to be made and the Letters
of Credit to be issued on the Closing Date or such other date as Advances or
Letters of Credit requested hereunder are made or issued and the disbursement
of the proceeds of such Advances pursuant to the Borrower's instructions, and
after giving effect to the existing transactions directly between Lender and
ICMOSA and GISE which transactions are separate and apart from the transactions
contemplated in the Loan Documents, and possible future direct indebtedness
between Lender and ICMOSA and GISE, and considering that Group and all of its
Subsidiaries operate as a single consolidated entity and enterprise and as such
have capital sufficient to carry on their businesses and transactions as they
now exist and are planned in the future, each Obligated Party and UniMark taken
as a whole is Solvent.

REVOLVING CREDIT AGREEMENT, PAGE 26
<PAGE> 32
Further, the Obligated Parties have previously represented to Lender,
and the Obligated Parties do hereby jointly and severally, represent and
warrant to Lender that Group and all of its Subsidiaries operate as a
consolidated enterprise and acknowledge and agree that Lender did rely upon the
consolidated assets of UniMark taken as a whole in determining whether to enter
into this Agreement.

4.23 FOREIGN ASSET CONTROL REGULATIONS, ETC. Neither the issue of
the Revolving Note by the Borrower nor the use of the proceeds thereof or of
any Letter of Credit contemplated by this Agreement or the performance of any
Obligation or covenant set forth in a Loan Document will violate the Export
Administration Act, the Foreign Corrupt Practices Act of 1977, the Foreign
Assets Control Regulations, the Transaction Control Regulations, the Cuban
Assets Control Regulations, the Foreign Funds Control Regulations, the
Nicaragua Trade Control Regulations, or the Panamanian Transactions Regulations
of the United States Treasury Department (31 C.F.F., Subtitle B, Chapter V, as
amended).

4.24 TRADEMARKS, COPYRIGHTS, PATENTS, AND LOGOS. EXHIBIT 4.24
contains a list of (i) all trademarks, service marks, tradenames, trade dress
and logos used by the Obligated Parties, specifically identifying each
registration, if any, of each trademark, service mark, tradename, trade dress
and logo by registration number and date and the entity issuing the
registration, and which of the Obligated Parties is an owner, licensor,
licensee, sublicensee, assignor, or assignee of the same; (ii) all copyrights,
whether registered or unregistered, owned, licensed, or leased by an Obligated
Party, including, without limitation, any copyrights registered in the United
States Copyright Office, identified by registration number, and all
applications for registration thereof, and which of the Obligated Parties is an
owner, licensor, licensee, sublicensee, assignor, or assignee of the same; and
(iii) all foreign and United States letters patent and applications for letters
patent, identified by patent or application number, owned, licensed to or from,
or otherwise acquired by an Obligated Party, and which of the Obligated Parties
is an owner, licensor, licensee, sublicensee, assignor, or assignee of the
same.

4.25 EXISTING INDEBTEDNESS. Except as listed on EXHIBIT 4.25, no
Obligated Party is liable for, owes or is obligated for any indebtedness
(direct, indirect or contingent).

4.26 REAL ESTATE AND INVENTORY LOCATIONS. Except as listed on
EXHIBIT 4.26(A), no Obligated Party owns, leases or has any interest in
(directly or indirectly) any real estate or leasehold.

Except as listed on EXHIBIT 4.26(B), no Obligated Party stores, keeps,
or maintains its Inventory in any location (owned, leased or rented, or
provided gratuitously or as a part of a supply agreement or arrangement).

REVOLVING CREDIT AGREEMENT, PAGE 27
<PAGE> 33
However, the only Inventory of any Obligated Party that will be
included in the Borrowing Base will be that Inventory stored by an Obligated
Party at those locations listed on EXHIBIT 4.26(C). If the Borrower or any
other Obligated Party desires to have Inventory included in the Borrowing Base
which is stored at a location other than those listed on EXHIBIT 4.26(C) which
are known herein as the "PRIMARY INVENTORY LOCATIONS"), such Obligated Party
will deliver to Lender (i) a landlord's waiver satisfactory to Lender in form
and content to Lender and executed by said Obligated Party and the landlord or
owner of the location where such Inventory is stored (which location is listed
on EXHIBIT 4.26(B) and any other documents that Lender may reasonably request
to make such location a Primary Inventory Location, including, without
limitation, a UCC-1 Financing Statement to be filed generally at such location.

4.27 PERISHABLE AGRICULTURAL COMMODITIES ACT. No Obligated Party
is in violation of the Perishable Agricultural Commodities Act of 1930 (which
is set forth at 7 U.S.C. Section 499A) or any regulation related thereto
issued by the Secretary of Agricultural of the USA or any other Governmental
Authority, in part or in whole.

ARTICLE V
AFFIRMATIVE COVENANTS

So long as any Commitment is outstanding, any part of the Obligations
remains unpaid, or any contingent part of the Obligations continues to exist,
or until the Lender consents to the contrary and the Borrower receives prior
written approval to the contrary from the Lender, each Obligated Party, as
applicable, will comply, or cause compliance, with each of the following
covenants:

5.1 PAYMENT OF THE OBLIGATIONS. The Borrower will pay each part
of the Obligations when due.

5.2 AGREEMENTS. Each Obligated Party will comply with and duly
and punctually perform and observe all agreements, covenants, and obligations
contained in the Loan Documents and any other agreement between it and the
Lender.

5.3 USE OF PROCEEDS. The proceeds of the Loan will be used to
finance the working capital needs in the usual course of business of Borrower
and its parent, The UniMark Group, Inc., and the other Subsidiaries of Group in
the USA: Unimark International, Inc. and Simply Fresh Fruit, Inc., and to
provide loans by Borrower to Group, International, and Simply Fresh of portions
of the proceeds of the Loan as their financial needs require same. The
Borrower and the other Obligated Parties will furnish the Lender such evidence
as it may reasonably require to verify such use. In any event each Letter of
Credit and the proceeds of each Advance will be used in a manner which complies
with applicable law.

REVOLVING CREDIT AGREEMENT, PAGE 28
<PAGE> 34
5.4 BOOKS AND RECORDS; INSPECTION. Each Obligated Party will
maintain in a secure place on the Borrower's premises, complete proper and
accurate books, records, ledgers, correspondence, and other papers relating to
its business and affairs. The Lender will at all reasonable times have the
right to examine, inspect, audit, verify, and copy such items, and to remove
copies thereof and to discuss any of same with appropriate officers,
accountants, and auditors of such Obligated Party. The Lender may at
reasonable times inspect any property of any Obligated Party (including the
taking of physical samples therefrom).

5.5 NOTICE OF DEFAULT. Within twenty-four (24) hours of the
discovery by any Obligated Party of the occurrence of a Default or Event of
Default hereunder or under any of the other Loan Documents or an event which
could reasonably be expected to result in a Default or Event of Default
hereunder or under any other Loan Document, the Borrower will notify the Lender
and will deliver a certificate signed by the chief executive officer or the
chief financial officer of the Borrower concerning the nature and period of
existence thereof and the steps, if any, being taken to cure such Default or
Event of Default.

5.6 MAINTENANCE OF EXISTENCE, APPROVALS, AND LICENSES. Each
Obligated Party will preserve and maintain its existence, rights, privileges,
and franchises in its jurisdiction of creation, qualify and remain qualified in
each jurisdiction in which, under then applicable law, the nature of its
business or the ownership of its properties requires such qualification and the
failure so to qualify would have a Material Adverse Effect and conduct its
business in an orderly, efficient, prudent, and regular manner, obtain and
maintain in full force all approvals, patents, licenses (governmental and
private) permits, and authorizations necessary to conduct its business and
comply with its obligations under the Loan Documents.

5.7 COMPLIANCE WITH LAWS, MATERIAL AGREEMENTS, AND LICENSES. Each
Obligated Party will comply with all foreign and domestic laws, rules,
regulations, ordinances, orders, judgments, and decrees applicable to it or any
of its property, a breach of which (when considered alone or when aggregated
with the effect of other breaches) could have a Material Adverse Effect, will
comply in all respects with all material agreements, indentures, mortgages,
leases, and other documents to which it is a party or by which it or any of its
property is bound and will keep in full force and effect all material licenses,
permits, and franchises necessary or useful for the conduct of its business.

5.8 MAINTENANCE OF ASSETS AND INSURANCE. Each Obligated Party
will keep all assets which are useful and necessary in the business in good
working order and condition, make all necessary replacements and maintain, or
cause to be maintained, such insurance as is customarily maintained by other
businesses of comparable type and size with such financially sound and
reputable

REVOLVING CREDIT AGREEMENT, PAGE 29
<PAGE> 35
insurers, in such amounts and covering such risks as shall be satisfactory and
acceptable to the Lender. Each insurance policy covering any Collateral shall
name the Lender for the benefit of the Lender as an insured or loss payee as
its interest may appear and shall provide that no act, whether willful or
negligent, or default by such Obligated Party shall affect the right of the
Lender to recover on the policy in case of loss or damage. Insurance policies
maintained with respect to any Collateral pursuant to the terms hereof shall be
delivered to the Lender and shall prohibit cancellation thereof without thirty
(30) days' prior written notice to the Lender. All renewal and substitute
policies of such insurance shall be delivered to the Lender at least fifteen
(15) days before termination of any existing policies. If requested by the
Lender, each Obligated Party will deliver a report in form and substance
satisfactory to the Lender describing all material insurance then being
maintained.

5.9 FINANCIAL STATEMENTS, BORROWING BASE CERTIFICATE AND OTHER
INFORMATION.

(a) Each Obligated Party will, and will cause each of its
Subsidiaries to, maintain a standard, modern system of accounting established
and administered in accordance with sound business practices to permit
preparation of consolidated and consolidating financial statements in
conformity with GAAP, and each of the Financial Statements described below
shall be prepared from such system and records. The Borrower and Group will
deliver or cause to be delivered to the Lender each of the following:

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

(ii) as soon as practicable, and in any event
within forty-five (45) days after the end of each of the first three (3) fiscal
quarters in each fiscal year, the unaudited consolidated Financial Statements
of the Group and each of its Subsidiaries and consolidating balance sheet and
income statement of the Group and each of its Subsidiaries as at the end of such
period and for the period from the beginning of the then current fiscal year to
the end of such fiscal quarter, and a comparison of the statement of
year-to-date income and cash flow to the annual financial budget or financial
projection and to the corresponding period of the preceding fiscal year, all in
reasonable detail and certified by the chief financial officer of the Group as
fairly presenting the consolidated financial position of the Group and each of
its Subsidiaries as at the dates indicated and the results of their consolidated
operations and cash flow for the periods indicated in accordance with GAAP,
subject to normal year end adjustments;

REVOLVING CREDIT AGREEMENT, PAGE 30
<PAGE> 36
(iii) at the same time as each Financial Statement
described in SECTION 5.9 (II) AND (IV) is delivered, a certificate signed by
chief financial officer or chief executive officer of Borrower and Group
stating that a review of the consolidated activities of the Group and each of
its Subsidiaries for such period has been made under the supervision of such
officer and that the Borrower and each other Obligated Party has fulfilled
every obligation herein and is not in Default hereunder or, if the Borrower or
any other Obligated Party is in Default, a description of the nature, duration,
and status. Also, the certificate shall set forth the calculations in
reasonable detail establishing compliance with the covenants contained in
ARTICLE VII hereof; and

(iv) as soon as practicable, and in any event
within ninety (90) days after the end of each fiscal year, audited consolidated
Financial Statements of Group and each of its Subsidiaries and unaudited annual
consolidating balance sheet and income statement of Group and each of its
Subsidiaries, each as of the close of such fiscal year and setting forth in
comparative form the figures for the preceding fiscal year, all in reasonable
detail and with the audited consolidated Financial Statements being reported on
by independent certified public accountants acceptable to the Lender, which
report shall be unqualified and shall state that such Financial Statements
fairly present the consolidated financial position of the Group and each of its
Subsidiaries as at the dates indicated and the results of their consolidated
operations and cash flow for the periods indicated in conformity with GAAP
applied on a basis consistent with prior years (except for changes with which
such independent certified public accountants shall concur and which shall have
been disclosed in the notes to the Financial Statements) and that the
examination by such accountants in connection with such Financial Statements
has been made in accordance with generally accepting auditing standards,
accompanied by a copy of the management letter or any similar report delivered
to Group or any other Obligated Party or to any officer or employee thereof by
such accountants in connection with such Financial Statements.

(b) The Borrower will deliver or cause to be delivered to
Lender as soon as available and in any event within fifteen (15) days after the
last day of each accounting month in each fiscal year, a Borrowing Base
Certificate substantially in the form of EXHIBIT 5.9(B) executed by the Chief
Financial Officer of Borrower on behalf of himself and as authorized agent for
each of the Obligated Parties including information as at the end of such
month.

(c) Group will deliver or cause to be delivered to Lender
a copy of each report or form, including, without limitation, the annual
report, any prospectus, and any Form 10-K, filed with the Securities and
Exchange Commission and any report or communication sent to its stockholders as
soon as available and in

REVOLVING CREDIT AGREEMENT, PAGE 31
<PAGE> 37
any event within thirty (30) days of filing such item or, if not filed, of
transmitting it to its shareholders.

5.10 PAYMENT OF DEBTS. Each Obligated Party will pay its
indebtedness and obligations as the same become due in accordance with the
terms of the instruments or documents evidencing the same and will pay all
trade bills when due in accordance with the customary practice in the trade and
in any event so that the credit standing of such Obligated Party will not be
materially and adversely affected.

5.11 PAYMENT OF TAXES AND LIABILITIES. Each Obligated Party will
pay prior to the time same become past due all taxes, assessments, and other
liabilities (including claims of laborers, suppliers, and materialmen) imposed
or which may give rise to a Lien upon it or its franchises, income, profits,
properties, or assets, except and so long as contested in good faith and
provided adequate reserves satisfactory to the Lender have been established,
and no Lien which is not a Permitted Lien has attached to any property of an
Obligated Party.

5.12 CLAIMS AND ACTIONS. If any Obligated Party becomes the
subject of or a party to any suit, action, investigation, or proceeding
(governmental or private) in which a claim is asserted against it in excess of
ONE MILLION DOLLARS ($1,000,000), the Borrower will within three (3) Business
Days thereafter notify the Lender of such suit, action, or proceeding and the
particulars thereof and upon request of the Lender, from time to time, report
to the Lender with respect to the status and particulars.

5.13 MAINTENANCE OF CHIEF EXECUTIVE OFFICE. The Borrower and
UniMark taken as a whole will maintain its chief executive offices and books
and records of each Obligated Party at the location specified in SECTION 4.12
hereof.

5.14 OTHER NOTICES. Each Obligated Party will promptly notify the
Lender in writing of (a) any material adverse change in its financial
condition, business, or affairs or in that of ICMOSA or in UniMark taken as a
whole; (b) any failure by it or ICMOSA to comply with the material terms of any
material agreement, contract, or other instrument to which it or ICMOSA is a
party or by which any of its properties or those of ICMOSA are bound, or any
acceleration of the maturity of any indebtedness owing by it or ICMOSA; (c) any
material adverse claim against or affecting it or ICMOSA or UniMark taken as a
whole or any damage to or material adverse change concerning the Collateral or
its properties or those of ICMOSA or of UniMark taken as a whole, (d) the
commencement of any proceeding which if adversely determined could have a
Material Adverse Effect; and (e) any other event which has or can reasonably be
expected to have a Material Adverse Effect (including, without limitation, the
termination of any material labor contract, any material labor dispute, or any
strike, lockout, walkout, or other

REVOLVING CREDIT AGREEMENT, PAGE 32
<PAGE> 38
dispute to which it or ICMOSA is a party or which affects or may affect any of
its properties or those of ICMOSA).

5.15 INCUMBENCY. From time to time, the Borrower, and if requested
by Lender, or any other Obligated Party, shall deliver to the Lender an
officer's certificate setting forth the names of the officers, employees and
agents authorized to request an Advance or a Letter of Credit, or execute a
Notice of Borrowing or any certificate or other document provided for herein
and containing a specimen signature of each such officer, employee or agent.
The officers, employees and agents so authorized are also authorized to act for
the Borrower or the other Obligated Party as applicable, in respect of all
other matters relating to the Loan Documents and such Obligated Party's
obligations therein. The Lender may rely conclusively on such officer's or
employee's authority to request such Advance or a Letter of Credit, or Notice
of Borrowing or execute and deliver such other certificate or document until
the Lender receives written notice to the contrary. The Lender has no duty to
verify the authenticity of the signature appearing on any written Notice of
Borrowing or any other document, and, with respect to an oral request for such
an Advance, the Lender has no duty to verify the identity of any person
representing himself or herself as one of the officers, employees or agents
authorized to make such request or otherwise to act on behalf of the Borrower
or any other Obligated Party. The Lender shall not incur any liability to the
Borrower or any other Person in acting upon any telephonic notice referred to
above which the recipient believes to have been given by a duly authorized
officer or other person authorized to borrow on behalf of the Borrower.

5.16 ENVIRONMENTAL, HEALTH AND SAFETY DUTIES. Each Obligated Party
will (a) comply in all material respects with all environmental, health, and
safety laws and regulations applicable to it, the failure to comply with which
could have a Material Adverse Effect; (b) give notice to the Lender immediately
upon its acquiring knowledge of the presence of any Hazardous Materials
Contamination at its place or places of business with a full description
thereof; (c) promptly notify the Lender of the threat or commencement of any
proceeding alleging a material violation of any environmental, health, or
safety laws or regulations; and (d) promptly comply with any governmental
requirements requiring the removal, treatment, mitigation, or disposal of such
Hazardous Materials or Hazardous Materials Contamination and provide the Lender
with satisfactory evidence of such compliance.

5.17 ERISA COMPLIANCE. Each Obligated Party will do the following:

(a) with reasonable promptness and, in any event, within
thirty (30) days, give notice of and deliver to the Lender copies of (i) the
establishment of any new Employee Benefit Plan; and (ii) the failure of any
Obligated Party or any ERISA Affiliate to make

REVOLVING CREDIT AGREEMENT, PAGE 33
<PAGE> 39
a required installment or payment under Section 302 of ERISA or Section 412 of
the IRC by the due date;

(b) promptly, and in any event within ten (10) days of
becoming aware of the occurrence of any (a) Termination Event or (b) Prohibited
Transaction in connection with any Pension Plan or any trust created
thereunder;

(c) with reasonable promptness, but in any event within
ten (10) days, deliver to the Lender copies of all notices received by such
Obligated Party or any ERISA Affiliate of the PBGC's intent to terminate any
Pension Plan or to have a trustee appointed to administer any Pension Plan; and

(d) within two (2) Business Days of its obtaining
knowledge thereof, or of having reason to have obtained knowledge, notify the
Lender in writing that any Obligated Party or any ERISA Affiliate has filed or
intends to file a notice of intent to terminate any Pension Plan under a
distress termination within the meaning of Section 4041(c) of ERISA.

5.18 COLLATERAL AUDIT. Each Obligated Party will submit to and
bear the expense of audits of the Collateral which audits shall occur at least
once during each 12-month period and on other occasions if the Lender, in its
sole discretion, so determines.

5.19 PACA REQUIREMENTS. Each Obligated Party will comply in all
material respects with the Perishable Agricultural Commodities Act of 1930 and
any and all regulations related thereto issued by the Secretary of Agriculture
of the USA or any other Governmental Authority.

5.20 ADDITIONAL DOCUMENTS. From time to time and upon request by
the Lender or the Lender, each Obligated Party will, and will cause its
Subsidiary to, execute, endorse, acknowledge, and deliver to the Lender and the
Lender and file or cause same to be done any and all other documents and do all
other acts or things as Lender or the Lender may reasonably request in order
more fully to effect this Agreement.

ARTICLE VI
NEGATIVE COVENANTS

So long as any Commitment is outstanding, any part of the Obligations
remains unpaid, any contingent part of the Obligations continues to exist, OR
UNTIL THE LENDER CONSENTS TO THE CONTRARY AND THE BORROWER RECEIVES THE PRIOR
WRITTEN APPROVAL TO THE CONTRARY FROM THE LENDER, each Obligated Party, as
applicable, will comply or cause compliance with each of the following
covenants:

6.1 LIENS. No Obligated Party will create or permit to exist any
Lien with respect to the Collateral except Permitted Liens.

REVOLVING CREDIT AGREEMENT, PAGE 34
<PAGE> 40
6.2 NO RESTRICTED PAYMENT. Group, a publicly-held entity, will
not directly or indirectly make, declare, order, or set aside any funds, for
Restricted Payments, which individually or in the aggregate exceed $1,000,000.

6.3 LIQUIDATION, MERGER, CONSOLIDATION, ACQUISITION. No Obligated
Party will (i) wind up, liquidate, or dissolve, or be a party to any merger or
consolidation or any partnership, nor purchase or otherwise acquire all or
substantially all of the assets of any Person or any shares of stock of, or
similar interest in, any Person, or change or modify its existing structure
EXCEPT that (a) any Obligated Party may merge into or consolidate with any of
its Subsidiaries so long as the Obligated Party is the survivor and (b) any
Obligated Party may accomplish an acquisition so long as (1) the Obligated
Party is the survivor, (2) in the opinion of the Lender the survivor is not
materially less creditworthy immediately after such transaction, (3) such
transaction would not have a Material Adverse Effect, and (4) immediately prior
thereto no Default exists and after giving effect to the transaction no Default
would exist, or (ii) form or organize any Subsidiary unless subparagraphs (3)
and (4) immediately above are each true.

6.4 ISSUANCE OF SHARES. None of UniMark Foods, Inc., UniMark
International and Simply Fresh Fruit, Inc. may issue, sell, or dispose of any
shares of its capital stock or other securities or rights, warrants or options
to purchase or acquire any such shares or securities or otherwise change its
capital structure or change the relative rights or preferences or limitations
relating to its capital stock and Group will, within five (5) days of taking
action to authorize the issuance of any additional shares of any class or
series of capital stock of Group or of any securities convertible into or
exchangeable for any such capital stock and in any event not less than thirty
(30) days prior to the issuance of such capital stock, will give Lender written
notice of such action and such notice shall include the title, class, purpose
and consideration, the name of the acquirer and any other information that
Lender reasonably requests about the shares or securities to be issued.

6.5 DISCOUNT OF RECEIVABLES. No Obligated Party will discount or
sell with or without recourse, or sell for less than the face value thereof,
any of its accounts, instruments, chattel paper, or general intangibles.

6.6 SALE OF ASSETS.

(a) No Obligated Party will convey, sell, lease, or
otherwise dispose of (or agree to do any of the foregoing at any future time)
all or substantially all or a substantial part of its property or assets or any
part of its property or assets essential to the conduct of its business as
presently conducted.

REVOLVING CREDIT AGREEMENT, PAGE 35
<PAGE> 41
(b) No Obligated Party will convey, sell, lease, or
otherwise dispose of any other assets except for sales of such assets in the
ordinary course of business for a fair and adequate consideration.

6.7 TRANSACTIONS ON FAVORABLE TERMS. No Obligated Party will
lease or sell property to, lease or purchase property from, pay any fees to, or
enter into or consummate any material transaction, whether with an Affiliate of
it or otherwise, on terms less favorable to it than would be obtainable at the
time in comparable transactions with arm's length dealings.

6.8 CONFLICTING AGREEMENTS. No Obligated Party will enter into
any agreement containing any provision which would be violated or breached by
its performance hereunder.

6.9 CHANGE IN BUSINESS. None of Group, Borrower or Simply Fresh
will make any material change in the nature of, or conduct any business other
than, its business as presently conducted nor use any name other than its
corporate name nor change its corporate name.

6.10 ACCOUNTING PRACTICES. No Obligated Party nor any Subsidiary
of an Obligated Party will make any material change in accounting treatment or
reporting practices except for any such change required by GAAP.

6.11 HAZARDOUS MATERIALS PROHIBITIONS. Except as disclosed in
SECTION 4.18 hereto, no Obligated Party will cause or permit any Hazardous
Materials Contamination at, on, under, or emanating from its place or places of
business.

6.12 MANAGEMENT CHANGES. Group will not fail for any reason to
have Jorn Budde as Chief Executive Officer of Group or Rafael Vaquero as Chief
Operating Officer of Group.

6.13 ERISA COMPLIANCE. No Obligated Party will fail or permit any
ERISA Affiliate to fail to establish, maintain, and operate each Employee
Benefit Plan in compliance in all material respects with the provisions of
ERISA, the IRC, all applicable Foreign Benefit Laws, and all other applicable
laws and regulations and interpretations thereof.

ARTICLE VII
FINANCIAL COVENANTS

So long as any Commitment is outstanding, any part of the Obligations
remains unpaid, or any contingent part of the Obligations continues to exist,
or until the Lender agrees to the contrary and the Borrower receives prior
written consent to the contrary from the Lender, the Borrower and each other
Obligated Party will comply or cause compliance with each of the following

REVOLVING CREDIT AGREEMENT, PAGE 36
<PAGE> 42
covenants, each of which shall be tested at least quarterly using the unaudited
consolidated Financial Statements required to be delivered hereby and confirmed
at least annually using the audited consolidated Financial Statements required
to be delivered hereby:

7.1 MINIMUM TANGIBLE NET WORTH. Group and its Subsidiaries will
maintain a Tangible Net Worth on a consolidated basis at all times of at least
$34,000,000.

7.2 CURRENT RATIO. The ratio of the Current Assets of Group and
its Subsidiaries on a consolidated basis to the Current Liabilities of Group
and its Subsidiaries on a consolidated basis shall be not less than 1.5 to 1.0
at any time.

7.3 MAXIMUM LEVERAGE. The ratio of the Debt of the Group and its
Subsidiaries on a consolidated basis to Tangible Net Worth of the Group and its
Subsidiaries on a consolidated basis shall not be greater than 1.25 to 1 at any
time.

ARTICLE VIII
EVENT OF DEFAULT

8.1 EVENTS OF DEFAULT. The occurrence of any of the following
events is an Event of Default:

(a) any Obligated Party fails or refuses to pay (i) any
principal portion of the Obligations which include payment of the Commitment
Fee when due whether at maturity or otherwise, or (ii) any interest portion of
the Obligations within six (6) Business Days of when due (except at maturity or
by acceleration in which instances there will be no grace).

(b) any Person makes any representation or warranty in
any certificate or statement (including, without limitation, any Financial
Statement) furnished to the Lender pursuant hereto or in connection herewith,
any other Loan Document or in any document given by any Obligated Party or any
Subsidiary of an Obligated Party to the Lender which is inaccurate in any
material respect as of the date on which such representation or warranty is
made or deemed made;

(c) any Obligated Party fails or refuses to comply with
any covenant contained in SECTIONS 5.1, 5.3, 5.5, 5.6, 5.12, OR 5.14 or ARTICLE
VI hereof;

(d) the Borrower fails or refuses to comply with that
covenant in SECTION 5.9(B) and such failure or refusal is not cured within five
(5) Business Days;

(e) any Obligated Party fails or refuses to comply with
any covenant contained in ARTICLE VII and such failure or refusal is not cured
with thirty (30) days;

REVOLVING CREDIT AGREEMENT, PAGE 37
<PAGE> 43
(f) any Obligated Party fails or refuses to perform
punctually and properly any covenant or agreement or otherwise breaches any
covenant or agreement contained herein (other than in SECTIONS 5.1, 5.3, 5.5,
5.6, 5.12, OR 5.14 or ARTICLE VI as to each of which there is no grace period
or other than in SECTION 5.9(B) as to which there is a five (5) Business Days
grace period or other than in ARTICLE VII as to which there is a thirty (30)
days grace period), or any Obligated Party fails or refuses to perform
punctually and properly any covenant or agreement or otherwise breaches any
covenant or agreement contained in any other Loan Document, or in any document
executed by any Obligated Party in connection herewith and such failure,
refusal, or breach is not cured within ten (10) days (or such other time period
specified in this Section or in such Loan Document) after it becomes known to
such Obligated Party;

(g) any of the Loan Documents ceases to be, or any
Obligated Party or any Subsidiary of an Obligated Party contends that any Loan
Document is not, a legal, valid, and binding obligation of the parties thereto,
enforceable in accordance with the terms thereof or in any way cease, to
provide to the Lender the rights, privileges, benefits, powers, and remedies
intended to be conferred thereby, or any Obligated Party repudiates its
obligations under any Loan Document or invalidates or renders unperfected or
unenforceable any Lien in any Collateral or any such Lien becomes invalid,
unperfected, or unenforceable;

(h) an involuntary case under the Bankruptcy Code is
commenced against any Obligated Party and is not dismissed, or stayed within
sixty (60) days of the commencement thereof, or a court having jurisdiction
enters a decree or order for relief in respect of any Obligated Party in an
involuntary case under the Bankruptcy Code, or any other applicable federal or
state insolvency or other similar law, appoints a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar official) of any such
Obligated Party or of any substantial part of the property of any Obligated
Party, or orders the dissolution, winding-up, or liquidation of the affairs of
any Obligated Party or any substantial part of the property of any Obligated
Party is placed in the custody of any court and such decree, order,
appointment, or placing is unstayed and in effect for a period of sixty (60)
consecutive days;

(i) any Obligated Party commences a voluntary case, or
consents to or fails to contest an involuntary case, under the Bankruptcy Code,
or any other applicable federal or state insolvency or other similar law, or
applies for, consents to, fails to contest, or files an answer admitting the
material allegations of a petition seeking the appointment of or taking
possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of any Obligated Party or of any
Subsidiary of an Obligated Party, or for any substantial part of the property
of any Obligated Party or of any Subsidiary of an Obligated Party, or any
Obligated Party or any Subsidiary of an

REVOLVING CREDIT AGREEMENT, PAGE 38
<PAGE> 44
Obligated Party makes any assignment for the benefit of creditors, or fails
generally to pay its debts as such debts become due, or takes any action in
furtherance of any of the foregoing;

(j) a money judgment in the case of any single judgment
in the amount of $1,000,000 or more or in the case of all such judgments at any
time existing in the aggregate amount of $1,000,000 or more is entered against
any Obligated Party which is not satisfied or enforcement thereof stayed by the
first to occur of the thirtieth (30th) day after the date of the judgment or
the tenth (10th) day before the date on which assets of such Obligated Party
may be lawfully sold to satisfy such judgment;

(k) a default or event of default under any instrument
evidencing Debt (other than the Obligations) of any Obligated Party occurs, the
effect of which is to permit the holder of such instrument to accelerate the
maturity thereof or require the prepayment, purchase, or redemption thereof, or
any Obligated Party fails to pay any Debt when due or the holder accelerates
the maturity of or exercises any right to require purchase or redemption of any
promissory note or other obligation or evidence of such Debt or indebtedness
which respectively such Obligated Party is obligated to pay, or an event of
default occurs under the terms of any one or more of the documents related to
the Permitted Liens or related to any material operating lease;

(l) any Lien not a Permitted Lien under this Agreement
against the Collateral is filed or attaches and is not discharged, or suitable
bond is not made to prevent the enforcement thereof to the Lender's
satisfaction, within ten (10) days of the date any Obligated Party learns of
the existence thereof; and

(m) the occurrence of a default or event of default under
any instrument or document evidencing, securing or guaranteeing a debt owed by
ICMOSA to the Lender.

8.2 MATURITY OF OBLIGATIONS AND OTHER RIGHTS.

(a) Upon the occurrence of an Event of Default specified
in SECTIONS 8.1(H) OR (I), and without the necessity of any action, notice, or
demand by the Lender, the Commitment shall automatically terminate and the
unpaid principal and accrued interest and fees constituting part of the
Obligations, together with all other outstanding Obligations, shall be
immediately due and payable. Upon the occurrence of any Event of Default other
than one specified in SECTIONS 8.1(H) OR (I), the Lender by written notice to
the Borrower may do any one or more of the following: (i) terminate all or any
portion of the Commitment, whereupon the Commitment (or the terminated portion
thereof) and obligation of the Lender to make Advances and to issue any Letters
of Credit shall terminate; (ii) declare the unpaid principal and accrued
interest and fees constituting part of the Obligations, together

REVOLVING CREDIT AGREEMENT, PAGE 39
<PAGE> 45
with all other outstanding Obligations, immediately due and payable; (iii)
reduce any claim to judgment; or (iv) enforce any of the rights of the Lender
under any of the Loan Documents or otherwise provided by applicable law or
agreement.

(b) Demand, presentment for payment, protest and notice
of nonpayment, or protest or dishonor, and all demands and notices of any
action taken by the Lender under this Agreement and the other Loan Documents
and notice of intent to accelerate, and notice of acceleration of, the
Obligations and any part thereof are hereby expressly waived.

8.3 WAIVER OF RIGHTS.

(a) Each Obligated Party waives (i) all benefit that
might accrue to it by virtue of any present or future law exempting the
Collateral from attachment, levy, or sale, or execution or providing for any
appraisement, valuation, stay of execution, exemption from civil process,
redemption, or extension of time for payment; (ii) any right to a marshalling
of assets or a sale in inverse order of alienation, and (iii) any right of
setoff or any claim whatsoever which may now or hereafter exist against the
Lender in its favor.

(b) If any law now in force, of which any Obligated Party
or its successors might take advantage despite the provisions hereof, shall
hereafter be repealed or cease to be in force, such law shall not thereafter be
deemed to constitute any part of the contract herein contained or to preclude
the operation or application of the provisions of this Section.

(c) If any payment (from any source and whether voluntary
or received from enforcement of any rights hereunder or under any other Loan
Document) is set aside, invalidated, or for any reason required to be returned
to the Person paying same, any representative of such Person, or such Person's
estate, or any receiver, custodian, trustee, or liquidator of or for such
Person, the Obligations originally intended to be satisfied shall to the extent
of such required return be reinstated and all Liens and rights and remedies
therefor shall be revived and continued in full force and effect as through
such payment had not been made.

8.4 CROSS DEFAULT. The occurrence of an Event of Default
hereunder constitutes a default under all other Loan Documents and other
agreements related hereto or executed in conjunction herewith.

8.5 ENFORCEMENT OF RIGHTS. Each Obligated Party agrees it is
commercially reasonable for the Lender to exercise its rights in or with
respect to the Collateral in such manner and in such order as the Lender
determines. The Lender may, without foreclosing thereon, collect and otherwise
enforce all amounts owing on the Collateral or any proceeds thereof or
otherwise enforce any of the

REVOLVING CREDIT AGREEMENT, PAGE 40
<PAGE> 46
rights of such Obligated Party or the Lender therein or in any of the
Collateral and apply such collections as provided herein or may foreclose on
the Collateral.

8.6 INJUNCTIVE RELIEF. Each Obligated Party recognizes that if it
fails to perform, observe, or discharge any of its obligations or liabilities
under this Agreement or any other Loan Document, any remedy of law may prove to
be inadequate. Accordingly, the Lender shall be entitled to temporary and
permanent injunctive relief in any such case.

ARTICLE IX
MISCELLANEOUS

9.1 PARTICIPATIONS. The Lender may enter into one or more
participation agreements with Persons (herein "Participants") whereby the
Lender will sell participations in the Obligations (or any part thereof) to
such Participant or Participants. Except as otherwise expressly provided or
where the context otherwise requires herein, each Participant shall be entitled
to the rights and benefits of the Lender under this Agreement as if it were
specifically named herein, and this Agreement shall be deemed to constitute a
direct obligation of the Borrower to each Participant. The Lender shall remain
responsible for all duties of "the Lender" hereunder. The Borrower shall not
have any duty to negotiate or confer with any Participant, and the Borrower
shall be entitled to treat the Lender as the sole owner of the Obligations,
without regard to notice or actual knowledge of any such participation
agreement. The Borrower acknowledges that, for the convenience of all parties,
this Agreement is being entered into with the Lender only and that the
obligations under this Agreement are undertaken for the benefit of, and as an
inducement to, each of any such Participant as well as the Lender. The
Borrower hereby grants to each such Participant, for the benefit of such
Participant, the Lender, and all other Participants, the same rights with
respect to property of the Borrower held by each such Participant as are
granted by the Borrower to the Lender in SECTION 9.2 hereof with respect to
property of the Borrower held by the Lender. Notwithstanding the foregoing, it
is expressly understood that the maximum amount which may be recovered by the
Lender and all Participants is limited to the unpaid amount of the Obligations.
Notwithstanding the sale of any participation, the Lender shall retain the sole
right and responsibility to enforce all rights and remedies hereunder and to
approve any amendment, waiver, or other modification of any term hereof.

9.2 RIGHTS IN PROPERTY HELD. As additional security for the
prompt satisfaction of the Obligations and the performance of the duties of
each Obligated Party hereunder, each Obligated Party hereby collaterally
assigns and grants to the Lender a lien on and a security interest in, all
amounts that may be owing from time to time by such Person to any Obligated
Party in any capacity,

REVOLVING CREDIT AGREEMENT, PAGE 41
<PAGE> 47
including, without limitation, any balance or share belonging to any Obligated
Party, of any deposit or other account with such Person, which lien and
security interest is independent of and in addition to (a) any right of set-off
which such Person may have, and (b) the lien and security interest granted in
such property pursuant to any other Loan Document. In addition to the
foregoing, upon the occurrence of an Event of Default, the Lender is authorized
at any time or from time to time, without notice to any Obligated Party or to
any Subsidiary of an Obligated Party or to any other Person, which notice is
hereby expressly waived, to set off and to appropriate and to apply any and all
deposits (general or special, time or demand, provisional or final, matured, or
unmatured) or any other indebtedness at any time held or owing to or for the
credit or the account of any Obligated Party against and on account of the
Obligations (without reduction by reason of the granting of any participations
in any part thereof), regardless of whether the Lender has made any demand
hereunder and although said Obligations are contingent or unmatured.

9.3 PERFORMANCE BY THE LENDERS. If any Obligated Party fails to
perform any covenant, duty, or agreement in accordance with the terms of the
Loan Documents, or other document relating to same, the Lender may (but in no
circumstance is obligated to), at its election but at the Borrower's expense,
perform, or attempt to perform, such covenant, duty, or agreement on behalf of
such Obligated Party in the sole discretion of the Lender. The Lender or any
of its representatives may, in the name or on behalf of any Obligated Party or
any Subsidiary of an Obligated Party, sign, execute, or endorse the name of
such Obligated Party or Subsidiary upon, and acknowledge, witness, deliver,
file, and record, any notices, assignments, financing statements, claims,
instruments, receipts, checks, drafts, or orders and demand, sue for, collect,
or receive the Collateral or any money or property at any time payable or
receivable on account of or in exchange for, or make any compromise or
settlement deemed desirable with respect to, any of the Collateral. Each
Obligated Party hereby appoints the Lender and its representatives as
attorney-in-fact for each Obligated Party to do any of the foregoing, and this
power, being coupled with an interest, is irrevocable so long as this Agreement
remains in effect.

9.4 WAIVERS AND MODIFICATIONS.

(a) From time to time, without notice to or further
consent by any Obligated Party, the performance or observance by any Obligated
Party of any term or provision hereof may be waived or the time of performance
thereof extended. In addition, any Collateral therefor may be substituted,
exchanged, released, surrendered, waived, subordinated, or otherwise dealt
with, or additional Collateral obtained, all without affecting the liability of
any Obligated Party.

REVOLVING CREDIT AGREEMENT, PAGE 42
<PAGE> 48
(b) No waiver or modification of any provision of this
Agreement, or consent to any departure from or supplement, amendment, or
termination of the terms hereof the other Loan Documents or any other document,
shall be effective unless such is in writing and signed by the Lender which may
be given in its sole discretion, and any such waiver shall be effective only
for the specific purpose and in the specific instance given. No waiver of any
Event of Default shall be deemed to be a waiver of any other or subsequent
Event of Default, nor shall any waiver be deemed to be a continuing waiver.
The acceptance at any time and from time to time of partial payment of the
Obligations shall not be deemed to be a waiver of any Event of Default then
existing. No failure, delay, or omission by the Lender in exercising any right
or power hereunder, or under any other document executed by any Obligated Party
or any Subsidiary of an Obligated Party as security for or in conjunction with
the Obligations shall impair any such right or power or be construed as a
waiver thereof or any acquiescence therein.

9.5 CUMULATIVE RIGHTS. All rights and remedies available to the
Lender under this Agreement are cumulative of and in addition to all other
rights and remedies available to the Lender at law or in equity, or otherwise,
and may be exercised from time to time, and as often as may be deemed
expedient, whether or not the Obligations are due and payable and whether or
not any suit for collection, foreclosure, or other action in connection with
this Agreement has been instituted, and the exercise of one or more rights or
remedies shall not impair or prejudice the concurrent or subsequent exercise of
other rights or remedies.

9.6 CONFLICTING PROVISIONS. The provisions of this Agreement are
in addition to those of any other Loan Document or other evidence of liability
held by the Lender and all documents shall be construed as complementary to
each other and may be enforced in accordance with their respective terms except
as hereafter provided. Should any provision contained in any other agreement
between the Lender and Obligated Party or any Subsidiary of an Obligated Party
conflict with this Agreement, the provisions contained in this Agreement shall
control.

9.7 SEVERABILITY. If any provision of this Agreement or any other
Loan Document is held to be illegal, invalid, or unenforceable, such provision
shall be fully severable; the remaining provisions of this Agreement or such
other Loan Document, as appropriate, shall remain in full force and effect and
shall not be affected by such provision or by its severance.

9.8 INDEPENDENT COVENANTS. If any action or failure to act by any
Obligated Party violates any covenant or obligation of any Obligated Party
herein, such violation shall not be excused by the fact that such action or
failure to act would otherwise be permitted by or fall within the limitations
of any covenant (or

REVOLVING CREDIT AGREEMENT, PAGE 43
<PAGE> 49
exception to any covenant) herein contained other than the covenant violated.

9.9 CONSTRUCTION. Article and Section captions and the Table of
Contents are for convenience only and shall not affect the construction hereof
nor shall any provision of this Agreement be construed against any Person
solely because that Person or a representative of that Person drafted such
provision.

9.10 SURVIVAL. This Agreement shall terminate when (a) the
principal of and interest accrued to such date on the Loans and any outstanding
Reimbursement Obligations; (b) no Letters of Credit remain outstanding; (c) all
fees, expenses, and other amounts then due and payable which constitute
Obligations have been paid in full in cash; and (d) the Commitments have
expired or been terminated. The termination of this Agreement shall not affect
any rights of or obligations arising prior to the effective date of such
termination nor shall it reduce or otherwise affect any release or indemnity
made herein in favor of any Indemnitee. Notwithstanding the foregoing, if
payment hereunder must be returned for any reason, this Agreement and the other
Loan Documents shall continue in full force. The provisions of the foregoing
sentence shall be and remain effective notwithstanding any contrary action
which may have been taken by the Lenders in reliance upon such payment, and any
such contrary action so taken shall be without prejudice to the Lenders' rights
under this Agreement and shall be deemed to have been conditioned upon such
payment having become final and irrevocable. All covenants, agreements,
undertakings, indemnities, representations, and warranties made herein shall
survive all closings hereunder, the making of each Advance, the repayment of
the Loan, the issuance of Letters of Credit and the termination and discharge
of all other provisions of this Agreement or any of the other Loan Documents
and shall not be affected by any investigation made by any party, and all
indemnifications shall survive the repayment of the Obligations, the
termination of the Commitment, and release and termination of this Agreement.

9.11 FORM OF DOCUMENTS. Each agreement, document, instrument, or
other writing to be furnished to the Lender under any provision of this
Agreement must be in form and substance satisfactory to the Lender and its
counsel.

9.12 RELIANCE ON DOCUMENTS. Any instrument in writing, telex,
telegram, telecopy, or cable received by the Lender in connection herewith
which purports to be dispatched or signed by or on behalf of any Obligated
Party or any Subsidiary of an Obligated Party shall conclusively be deemed to
have been signed by such Person pursuant to such Person's authority to bind
such Obligated Party or a Subsidiary of an Obligated Party and all other
Persons for all liabilities in connection therewith, and the Lender may rely
thereon and shall have no duty to determine the validity or genuineness thereof
or the authority of the Person or Persons executing or dispatching the same.

REVOLVING CREDIT AGREEMENT, PAGE 44
<PAGE> 50
9.13 COUNTERPARTS. To facilitate execution, this Agreement and any
waiver, modification, consent, supplement, amendment, or termination hereunder
may be executed in as many counterparts as may be required. It is not
necessary that the signature of or on behalf of each party, or that the
signatures of all persons required to bind any party, appear on each
counterpart, but it is sufficient that the signature of or on behalf of each
party, or that the signatures of the persons required to bind any party, appear
on one or more of the counterparts. All counterparts collectively constitute a
single agreement. It is not necessary in making proof of this Agreement to
produce or account for more than a number of counterparts containing the
respective signatures of or on behalf of all of the parties hereto.

9.14 MAXIMUM INTEREST. All agreements between or among each
Obligated Party and the Lender, whether now existing or hereafter arising, are
hereby limited so that in no event shall the amount paid, agreed to be paid to,
charged or demanded by the Lender for the use, forbearance, or detention of
money or for the payment or performance of any covenant or obligation contained
herein or in any other Loan Documents exceed the Legal Maximum. If any
circumstance otherwise would cause the amount paid, charged, or demanded to
exceed the Legal Maximum, the amount paid, agreed to be paid to, charged or
demanded shall be reduced to the Legal Maximum, and if the Lender ever receives
an amount which otherwise would exceed the Legal Maximum, such amount which
would be excessive interest shall be applied to the reduction of the principal
of the Obligations and not to the payment of interest, or to the extent such
excessive amount otherwise would exceed the unpaid balance of principal of the
Obligations, such excess shall be refunded to the Borrower. In determining
whether the interest paid, agreed to be paid, charged, or demanded hereunder
exceeds the Legal Maximum, all sums paid or agreed to be paid to, charged, or
demanded for the use, forbearance, or detention of the indebtedness of the
Borrower shall, to the extent permitted by applicable law, (i) be amortized,
prorated, allocated, and spread throughout the full term of such indebtedness
until payment in full so that the actual rate of interest on account of such
indebtedness is uniform throughout such term; (i) be characterized as a fee,
expense, or other charge other than interest; and (iii) exclude any voluntary
prepayments and the effects thereof. The terms and provisions of this
paragraph shall control and supersede every other provision of all agreements
and communications between the Borrower or any other Obligated Party and the
Lender in conflict herewith.

9.15 PARTIES BOUND AND ASSIGNMENT OF THE BORROWER'S INTEREST. This
Agreement shall be binding upon, inure to the benefit of, and be deemed to
include the successors and assigns of the parties hereto; provided, however,
that no Obligated Party may, without the prior written consent of all Lenders,
assign any rights, powers, duties, or obligations hereunder.

REVOLVING CREDIT AGREEMENT, PAGE 45
<PAGE> 51
9.16 NATURE OF RELATIONSHIP; BENEFITS. None of the terms of this
Agreement or of any Loan Document shall, or shall be deemed to, give the Lender
the right or power to exercise control over the management, conduct, or
operation of the business or affairs of any Obligated Party or any Subsidiary
of an Obligated Party or UniMark taken as a whole nor any responsibility to any
Obligated Party or any Subsidiary of an Obligated Party or UniMark taken as a
whole or any Person not a party hereto, to review, inspect, or supervise any
Obligated Party or any Subsidiary of an Obligated Party or any of the property,
business, or operations of an Obligated Party or a Subsidiary of an Obligated
Party or UniMark taken as a whole or any Collateral. The relationship created
by this Agreement is only that of debtor and creditor, and the powers of the
Lender hereunder are limited to the right to receive payment of the Obligations
and to exercise the remedies provided herein, in the other Loan Documents and
in any other document executed in conjunction herewith or related hereto. Any
term or condition hereof permitting the Lender to disburse funds, or to take or
refrain from taking any action with respect to any Obligated Party or any
Subsidiary of an Obligated Party or any security for the repayment of the
Obligations, may not be relied upon by any Person not a party hereto. There
are no third party beneficiaries of this Agreement or the other Loan Documents,
and no Person other than the parties to the Loan Documents may rely thereon.

9.17 GENERAL RELEASE AND INDEMNIFICATION BY THE OBLIGATED PARTIES.

(a) In addition to any other release or indemnity herein
contained, no Indemnitee shall be liable for or with respect to, and the
Obligated Parties hereby jointly and severally indemnify and save and hold each
Indemnitee harmless from, any claim, liability, loss, cost, or expense
("CLAIMS") arising from or brought in connection with or in any manner related
to this Agreement or any of the other Loan Documents, the performance or breach
hereof or the making of any Advance, the issuance of any Letter of Credit or
the use of the proceeds of a drawing thereunder, the maintenance of the Loan,
the consummation of the transactions contemplated herein or in connection
herewith, the use of any of the proceeds of the Loan, any claimed obligation or
responsibility for the management, operation, or conduct of the business or
affairs of any Obligated Party or any Subsidiary of an Obligated Party or
UniMark taken as a whole or the payment of any debts of any Obligated Party or
any Subsidiary of an Obligated Party, or any act or omission by any Obligated
Party or any Subsidiary of an Obligated Party, whether actual or alleged,
including all costs of defense and reasonable attorney's fees. No Indemnitee
shall be relieved of any liability arising by reason of its or their gross
negligence or willful misconduct. If any Claims are asserted against any
Indemnitee, the Indemnitee shall endeavor to notify the Borrower of such (but
failure to do so shall not affect the indemnification herein made except to the
extent of the actual harm caused by such failure). The Indemnitee shall have
the

REVOLVING CREDIT AGREEMENT, PAGE 46
<PAGE> 52
right to employ, at the expense of the Obligated Parties, jointly and
severally, counsel of Indemnitee's choosing and to control the defense of the
Claims. The Borrower may at its own expense also participate in the defense of
any Claim. Each Indemnitee may employ separate counsel in connection with a
Claim to the extent such Indemnitee believes it reasonably prudent to protect
such Indemnitee. The obligations of the Obligated Parties under this Section
shall survive termination of this Agreement.

(b) In addition to the foregoing, the Obligated Parties
shall, jointly and severally, defend, indemnify, and hold harmless each
Indemnitee from any and all liabilities (including strict liability), actions,
demands, penalties, losses, costs, or expenses (including, without limitation,
attorneys' fees and expenses, and investigatory and remedial costs), suits,
costs of any settlement or judgment, and claims of any and every kind
whatsoever which may now or in the future be paid, incurred, or suffered by or
asserted against any Indemnitee by any Person or entity or governmental agency
for, with respect to, or as a direct or indirect result of, Hazardous Materials
Contamination at, on, under, or emanating from the place or places of business
of any Obligated Party or any Subsidiary of an Obligated Party or arise out of
or result from the environmental condition of such location or locations or the
applicability of any governmental requirements relating to Hazardous Materials
(including, without limitation, CERCLA or any federal, state, or local
so-called "Superfund" or "Superlien" law, statute, law, ordinance, code, rule,
regulation, order, or decree), regardless of whether caused by or within the
control of any Obligated Party or any Subsidiary of an Obligated Party or the
Lender. The Lender may employ separate counsel, and the Obligated Parties,
jointly and severally, shall pay the fees and expenses of such separate
counsel.

(c) THE PARTIES INTEND FOR THE PROVISIONS OF SUBSECTIONS
(A) AND (B) TO APPLY TO AND PROTECT EACH INDEMNITEE FROM THE CONSEQUENCES OF
ITS OWN NEGLIGENCE, WHETHER OR NOT THAT NEGLIGENCE IS THE SOLE, CONTRIBUTING,
OR CONCURRING CAUSE OF ANY CLAIM.

9.18 EXPENSES. The Obligated Parties, jointly and severally, agree
to pay all costs and expenses (such expenses to include all investigation,
audit, legal (which shall be reasonable), appraisal, valuation, filing,
printing, insurance, and environmental adviser, accountant, auditor, and other
consultant or adviser expenses and all document duplication, reproduction, and
other out-of-pocket expenses) incurred by the Lender in connection with the
negotiation and preparation of this Agreement, the other Loan Documents, any
documents executed or filed in connection herewith; the creation, perfection,
protection, and insurance of Liens in and the maintenance of the Collateral and
the filing, recording, of any financing statement and all amendments or
modifications thereto and any and all other documents or instruments to be
filed by the terms hereof; the negotiation or preparation of any and all
amendments, modifications, supplements, assignments, consents, waivers, or

REVOLVING CREDIT AGREEMENT, PAGE 47
<PAGE> 53
other documents or instruments related hereto; and the collection of the
Obligations, or enforcement of this Agreement.

9.19 NOTICES. Except as otherwise specifically provided herein,
whenever this Agreement requires or permits any consent, approval, notice,
request, or demand from one party to another, the same must be in writing
(including telecopy, telegram, telex, or cable) to be effective and shall be
deemed commercially reasonable and to have been given (a) in the case of notice
from the Lender to any Obligated Party on the earlier of, (i) if mailed, the
third (3rd) Business Day after it is duly deposited in the United States mail
first class postage paid, addressed to the party to be notified or, (ii) in the
case of notice given by any other means than mailing, the Business Day on which
it is received or, (b) in the case of notice from any Obligated Party to the
Lender on the Business Day it is received. The address of each party hereto is
set forth below each party's name on the signature pages hereof. Any Person
may change its address of notice by giving notice to all other parties hereto.

9.20 NON-BUSINESS DAYS. Except as otherwise specifically provided
herein, if any act hereunder is required to be taken on a day which is not a
Business Day, such act shall be taken on the next succeeding Business Day.

9.21 GOVERNING LAW. This Agreement and the other Loan Documents
are performable in New York City, New York and the laws of the State of New
York shall govern the determination of each issue relating to this Agreement,
including validity, construction, enforcement, and interpretation of each
provision of this Agreement, the other Loan Documents, and all other documents
executed in connection herewith, except as to provisions thereof relating to
the rate of interest to be charged to the extent the laws of the State of New
York with respect thereto may be preempted by federal law (or to the extent
federal law otherwise would allow a higher rate of interest than would be
allowed by the laws of the State of New York), in which case such federal law
shall apply.

9.22 JURISDICTION; VENUE; SERVICE OF PROCESS. To the extent not
prohibited by law in effect from time to time, the Lender and each Obligated
Party hereby irrevocably submits itself to the jurisdiction of any New York
state court or any United States court located in the State of New York (and
any court having jurisdiction over appeals from any such court) in any
proceeding between or among them arising out of or in any manner related to
this Agreement or any of the other Loan Documents, whether arising in contract,
tort, or otherwise. Any such suit, action, or proceeding may be brought in the
state or federal courts located in the City of New York, State of New York.
Each Obligated Party agrees that service of all writs, process, and summonses
in any such suit, action, or proceeding may be made on the Borrower ("PROCESS
AGENT"). Each Obligated Party hereby irrevocably appoints Process Agent, as
its true and lawful attorney-in-fact in its name, place,

REVOLVING CREDIT AGREEMENT, PAGE 48
<PAGE> 54
and stead to accept such service of any and all such writs, process, and
summonses, and agrees that the failure of Process Agent to give any notice of
such service of process to it shall not impair or affect the validity of such
service or of any judgment based thereon. Each Obligated Party also
irrevocably consents to the service of process in any suit, action, or
proceeding in said court by the mailing thereof, by registered or certified
mail, postage prepaid, to Process Agent or to its address for notices set forth
herein. Service shall be deemed effective five (5) days after such mailing.
Each Obligated Party irrevocably waives any objections which it may now or
hereafter have (including any based on the grounds of forum non conveniens) to
the laying of venue of any suit, action, or proceeding arising out of or
relating to any of the Loan Documents brought in the state or federal courts
located in the City of New York, State of New York. Nothing herein impairs the
right to bring proceedings in the courts of any other jurisdiction or to effect
service of process in any other permitted manner.

9.23 WAIVER OF JURY TRIAL. TO THE MAXIMUM EXTENT PERMITTED BY LAW,
EACH OBLIGATED PARTY HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION
OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT OR UNDER ANY
OTHER LOAN DOCUMENT, WAIVER, MODIFICATION, CONSENT, SUPPLEMENT, AMENDMENT,
INSTRUMENT, DOCUMENT, OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE
DELIVERED IN CONNECTION HEREWITH OR ARISING FROM OR RELATING TO THIS AGREEMENT,
THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND AGREES
THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIAL BEFORE A COURT AND NOT BEFORE
A JURY.

9.24 FINAL AGREEMENT OF THE PARTIES. A LOAN DOCUMENT IN WHICH THE
AMOUNT INVOLVED EXCEEDS $50,000 IN VALUE IS NOT ENFORCEABLE UNLESS THE LOAN
DOCUMENT IS IN WRITING AND SIGNED BY THE PARTY TO BE BOUND OR BY THAT PARTY'S
AUTHORIZED REPRESENTATIVE. THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO THE
LOAN DOCUMENTS SUBJECT TO THE IMMEDIATELY PRECEDING SENTENCE SHALL BE
DETERMINED SOLELY FROM THE WRITTEN LOAN DOCUMENTS, AND ANY PRIOR ORAL
AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE
FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

9.25 LIMITATION OF LIABILITY. No claim may be made by any
Obligated Party or any other Person against the Lender, or the Affiliates,
directors, officers, employees, attorneys, or agents of the Lender for any
special, consequential or punitive damages in respect of any claim for breach
of contract or any other theory of liability arising out of or related to the
transactions contemplated by this Agreement, or any act, omission or event
occurring in connection therewith; and each party hereto hereby waives,
releases, and agrees not to sue upon any such claim for any

REVOLVING CREDIT AGREEMENT, PAGE 49
<PAGE> 55
such damages, whether or not accrued and whether or not known or suspected to
exist in its favor.

9.26 CONFIDENTIALITY. Subject to SECTION 9.1, the Lender shall
hold confidential all non-public information obtained pursuant to the
requirements of this Agreement and identified as confidential by the Borrower
in accordance with the Lender's customary procedures for handling confidential
information of this nature and in accordance with safe and sound banking
practices, but in any event may make disclosure reasonably required by a bona
fide offeree or transferee in connection with the contemplated transfer, or as
required or requested by any Governmental Authority or representative thereof,
or pursuant to legal process, or to its accountants, lawyers and other
advisors. The Lender shall require any such offeree or transferee to agree
(and require any of its offerees, transferees or participants to agree) to
comply with this Section. In no event shall the Lender be obligated or
required to return any materials furnished by the Borrower or any other
Obligated Party; provided, however, each offeree shall be required to agree
that if it does not become a transferee it shall return all materials furnished
to it by the Borrower or any other Obligated Party in connection with this
Agreement.

EXECUTED as of the day and year first herein set forth.

BORROWER AND OBLIGATED PARTY:

UNIMARK FOODS, INC.

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

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

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

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

REVOLVING CREDIT AGREEMENT, PAGE 50
<PAGE> 56
OTHER OBLIGATED PARTIES:

THE UNIMARK GROUP, INC.

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

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

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

UNIMARK INTERNATIONAL, INC.

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

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

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

SIMPLY FRESH FRUIT, INC.

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

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

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

LENDER:

COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "RABOBANK
NEDERLAND, NEW YORK BRANCH, a
Federally Licensed Branch of a
Netherlands Cooperative Banking
Organization

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

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

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

REVOLVING CREDIT AGREEMENT, PAGE 51
<PAGE> 57
By:
-----------------------------------------------

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

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

NOTICE ADDRESS:

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

cc: Rabobank Nederland
13355 Noel Road
Dallas, Texas 75240
Attention: Scott Taylor

REVOLVING CREDIT AGREEMENT, PAGE 52
<PAGE> 58
APPENDIX

DEFINITIONS

The following terms as used in this Agreement have the meanings
specified:

"ADVANCE" means each sum disbursed by the Lender to or for the
benefit or account of the Borrower pursuant to this Agreement.

"AFFILIATE" of any specified Person means any other Person
which directly or indirectly through one or more intermediaries controls, or is
controlled by, or is under common control with, such specified Person.
"CONTROL" means the power to direct the management and policies of such Person
directly or indirectly, whether through the ownership of equity, by contract or
otherwise; and the terms "controls," "controlling," and "controlled" have
meanings correlative to the foregoing.

"AGREEMENT" means this Revolving Credit Agreement and any
modifications, renewals, extensions, amendments, or supplements hereof.

"AVAILABILITY" means at any particular time the amount by
which the lesser of the Commitment or the Borrowing Base exceeds the Revolving
Credit Obligations at the time in question.

"AVAILABILITY PERIOD" means the period with respect to the
Commitment from the Closing Date through the Expiration Date.

"BANKRUPTCY CODE" means Title 11 of the United States Code, as
amended and in effect from time to time, and any successor statute.

"BASE RATE" means the higher of (i) the rate of interest
announced by Lender in New York City from time to time as its base rate, each
change in such fluctuating interest rate to take effect simultaneously with the
corresponding change in such base rate, but in no event in excess of the
maximum interest rate permitted by applicable law and (ii) 1/2 of 1% per annum
above Lender's "Federal Funds Rate" (as defined herein).

"BASE RATE TRANCHE" means the portion of the Loan the interest
on which is calculated by reference to the Base Rate.

"BOARD" means the Board of Governors of the Federal Reserve
System of the United States of America or any successor governmental body.

"BORROWER" means UniMark Foods, Inc., a Texas corporation, and
its successors.

APPENDIX - PAGE 1
<PAGE> 59
"BORROWING BASE" as of any date of determination, means an
amount equal to the sum of (i) eighty-five percent (85%) of the face amount of
Eligible Accounts (net of maximum discounts, offsets, credits, contra accounts,
allowances, retainage and any other amounts deferred with respect thereto),
plus (ii) (A) seventy percent (70%) of the value expressed in Dollars of
Eligible Inventory (determined in accordance with GAAP) but as limited by
Section 4.26 hereof.

"BORROWING BASE CERTIFICATE" means a certificate substantially
in the form of EXHIBIT 5.9(B) which shall reflect the Eligible Accounts
Receivable and Eligible Inventory of the Obligated Parties on a consolidated
basis.

"BUSINESS DAY" means a day other than a Saturday, Sunday, or
day on which banks are authorized to be closed (i) in the State of New York,
and (ii) if the applicable Business Day relates to any LIBOR Tranche, any
Interest Period applicable to a LIBOR Tranche, or any notice with respect to a
LIBOR Tranche, a day on which dealings in Dollar deposits are also carried on
in the London interbank market and banks are open for business in London.

"CAPITAL LEASE" means any lease of real or personal property
which would be capitalized on a balance sheet prepared in accordance with GAAP
and in any event includes any lease which is in substance a financing lease.

"CASH ADVANCE" means an Advance made pursuant to a particular
Notice of Borrowing.

"CASH COLLATERAL" means Dollars held by the Lender as security
for the Obligations.

"CERCLA" means the Comprehensive Environmental Response,
Compensation and Liability Act of 1980 (42 U.S.C. Section 9601, et seq.) and
regulations promulgated thereunder, all as amended from time to time.

"CLOSING DATE" means the date all of the conditions precedent
specified in SECTION 3.1 have been satisfied.

"COLLATERAL" means (the capitalized terms used in this
definition of "Collateral" shall have the meanings stated in the security
agreements of even date herewith, by and between Lender and the respective
Obligated Parties unless otherwise defined in this Agreement and shall have the
same definition if otherwise used in this Agreement) all property and rights
which are subject to any security interest granted under any Loan Document or
any other security agreement, deed of trust, mortgage, hypothecation, financing
statement or any other document, agreement or instrument delivered to Lender by
any Person to secure payment of the Obligations, and including, without
limitation: (i) Accounts, including, without limitation, any right of each
Obligated Party to

APPENDIX - PAGE 2
<PAGE> 60
payment for goods sold or leased or for services rendered, which right is not
evidenced by an instrument or chattel paper, whether or not it has been earned
by performance, and all other property of such Obligated Party now or hereafter
constituting "accounts" under the UCC; (ii) Chattel Paper, as defined and used
under the UCC; (iii) Documents, as defined and used under the UCC; (iv) General
Intangibles, including, without limitation, all general intangibles of each
Obligated Party, and in any event all rights to all Copyrights, Patents,
Trademarks, Trade Secrets, formulae, blueprints, technology, trade dress,
logotypes, licenses (except the Morinaga License and Technical Assistance
Agreement dated May 1, 1996), royalties, franchises, and customer lists; (v)
Inventory, including, without limitation, all goods, merchandise, and other
personal property of each Obligated Party furnished under any contract of
service or intended for sale or lease, including all raw materials, work in
process, finished goods and materials and supplies of any kind, nature, or
description, that are used or consumed by such Obligated Party's business, or
are or might be used in connection with the manufacture, packing, shipping,
advertising, selling, or finishing of such goods, merchandise, and other
personal property, all goods consigned by or to such Obligated Party, and all
returned or repossessed goods now or at any time or times hereafter in the
possession or under the control of each Obligated Party; (vi) the stock
certificates representing 100% of the issued and outstanding capital stock of
each Obligated Party other than Group; (vii) all of the books and records of
each Obligated Party relating to the foregoing; (viii) all proceeds, products,
additions to, substitutions and replacements for, model conversions, and
accessions of, any and all Collateral; and (ix) all of the foregoing, whether
now existing or hereafter acquired or arising, or in which any Obligated Party
now has or may have or hereafter acquire any rights, but does not include any
Hazardous Materials (hereafter defined) which constitute "hazardous wastes."

"COMMITMENT" means the Obligation of the Lender to make
Advances and to issue Letters of Credit pursuant to the terms and conditions of
this Agreement, the aggregate of all of which shall not exceed the amount
specified in SECTION 2.1 as may be reduced from time to time pursuant to the
provisions hereof.

"COMMITMENT FEE" means the fee payable pursuant to SECTION
2.11.

"CONSEQUENTIAL LOSS" means any loss, cost, or expense incurred
by the Lender because the Borrower pays all or some portion of any LIBOR
Tranche or Federal Funds Tranche prior to the last day of its Interest Period
and includes, without limitation, the amount (if any) by which (i) the interest
which would have been payable on the prepaid amount had it not been paid prior
to the last day of the Interest Period exceeds (ii) the interest earned to the
extent the Lender is able to redeposit the same so prepaid for the balance of
such Interest Period and also includes all expenses and penalties incurred by
the Lender in so redepositing such sum.

APPENDIX - PAGE 3
<PAGE> 61
"CURRENT ASSETS" means those assets which would be reflected
on a balance sheet prepared in accordance with GAAP as "current assets" but
excluding (i) all accounts receivable in respect of goods or services which
were delivered or performed at least ninety (90) days prior to the date of
determination unless appropriate reserves have been made for such "over 90 day"
accounts receivable in the bad debt reserve and (ii) Intangible Assets which
have been classified as current assets.

"CURRENT LIABILITIES" means those liabilities which would be
reflected on a balance sheet prepared in accordance with GAAP as "current
liabilities."

"DEBT" of a Person means all liabilities, obligations, and
indebtedness of such Person, which would be reflected on a balance sheet
prepared in accordance with GAAP (but excluding deferred income taxes), plus,
without duplication, the following: (i) all indebtedness of such Person created
or arising under any conditional sale or other title retention agreement with
respect to any property acquired by such Person; (ii) any obligation under any
Capital Lease of such Person; (iii) all indebtedness for borrowed money or for
the deferred purchase price of property or services secured by any Lien upon or
in any property owned by such Person whether or not such Person has assumed or
become liable for the payment of such indebtedness for borrowed money; (iv)
indebtedness of such Person arising in connection with surety or other similar
bonds; (v) obligations of such Person in respect of banker's acceptances; (vi)
the undrawn maximum face amount of all outstanding letters of credit issued for
the account of such Person and, without duplication, the outstanding amount of
all drafts drawn thereunder; (vii) obligations of such Person in respect of
interest rate protection agreements, foreign currency exchange agreements, or
other interest or exchange rate hedging agreements; (viii) all liabilities of
such Person in respect of unfunded vested benefits under any employee benefit
plan (within the meaning of ERISA); (ix) all indebtedness of such Person under
profit payment agreements or in respect of agreements to redeem, repurchase, or
exchange securities or to pay any dividends; (x) all obligations of such Person
to purchase Debt (or any security therefor) of another, or to maintain net
worth or Working Capital or other balance sheet conditions; (xi) all
liabilities of such Person evidenced by debentures, bonds, and similar
instruments; (xii) all guaranties and similar arrangements by such Person of
any indebtedness, obligations or liability described in clauses (i) through
(xi) and in clause (xiii) of this definition of any other person other than
endorsements in the ordinary course of business of negotiable instruments for
deposit or collection; and (xiii) the obligations arising under non-
cancellable operating leases, but limited to an amount equal at any time to the
total amount of payments made on such leases in the immediately previous
accounting month multiplied by twelve (12) and the product thereof then
multiplied by five (5).

APPENDIX - PAGE 4
<PAGE> 62
"DEFAULT" means any act or occurrence specified in SECTION
8.1, without regard to whether any requirement for notice or lapse of time, or
both, or any other condition has been satisfied.

"DEFAULT RATE" means the lesser of (i) the Highest Lawful Rate
or (ii) the sum of the Base Rate from time to time plus two percent (2%) per
annum and thereafter the Highest Lawful Rate.

"DOLLAR" and the sign "$" mean lawful currency of the United
States of America.

"ELIGIBLE ACCOUNTS" means each account owed to an Obligated
Party other than those accounts of the following types:

(i) is due or unpaid more than sixty (60) days after the
date of the original invoice issued by an Obligated Party other than
International to an account debtor in connection with the sale giving rise
thereto or is due or unpaid more than ninety (90) days after the date of the
original invoice if issued by International to an account debtor;

(ii) arises out of a sale not made in the ordinary course
of the business of an Obligated Party, or a sale to a Person which is an
Affiliate of an Obligated Party, or controlled by an Affiliate of an Obligated
Party;

(iii) fails to meet or violates any warranty, representation, or
covenant contained in this Agreement or any of the other Loan Documents;

(iv) is subject to any claim, defense, or setoff by the
account debtor;

(v) is to an account debtor (A) which has filed a
petition for bankruptcy or any other petition for relief under the Bankruptcy
Code or any similar statute in the USA, Mexico, or Canada, made an assignment
for the benefit of creditors, or (B) against which any petition or other
application for relief under the Bankruptcy Code or any similar statute in the
USA, Mexico, or Canada has been filed, or (C) which has failed, suspended its
business operations, become insolvent, suffered a receiver or a trustee to be
appointed for any of its assets or affairs, or is generally failing to pay its
debts as they become due;

(vi) is to an account debtor outside the USA, unless the
account debtor's obligations (or that portion of such obligations which is
acceptable to the Lender) with respect to such sale is secured by a letter of
credit, guaranty or similar undertaking having terms, and from such issuers and
confirmation banks, as are acceptable to the Lender;

APPENDIX - PAGE 5
<PAGE> 63
(vii) is on a bill-and-hold, guaranteed sale,
sale-and-return, sale on approval, consignment, or any other repurchase or
return basis;

(viii) is one which the Lender believes in the exercise of
its reasonable credit judgment that collection is insecure or that such account
may not be paid by reason of the account debtor's financial inability to pay;

(ix) is to the USA or any department, agency or
instrumentality thereof, unless the Obligated Party assigns its right to
payment of such account to the Lender pursuant to the Assignment of Claims Act
of 1940, as amended (31 U.S.C. Section 3727);

(x) is for goods which have not been shipped and
delivered to and accepted by the account debtor or the services, the
performance of which has given rise to such account, have not been performed by
the Obligated Party and accepted by the account debtor;

(xi) exceed(s) a credit limit determined by the Lender in
the exercise of its reasonable credit judgment or determined by the Lender at
any time or times hereafter, in which case such account(s) shall be ineligible
to the extent such account(s) exceed(s) such limit;

(xii) is one with respect to which the Lender does not have
a senior, perfected security interest or is subject to a Lien which is not
permitted hereunder;

(xiii) is not payable in Dollars;

(xiv) is to an account debtor to whom fifty percent (50%)
or more of the outstanding invoices issued to such account debtor are
ineligible hereunder;

(xv) contra accounts payable to an account debtor of an
Obligated Party; or

(xvi) accounts which are ineligible in the sole opinion of
Lender.

"ELIGIBLE INVENTORY" means all inventory of the Obligated
Parties valued at the lower of cost or market and which does not consist of (i)
goods not currently saleable in the ordinary course of business of an Obligated
Party, including, without limitation, obsolete, stale, discontinued, slow
moving or spoiled goods; (ii) packaging materials, labels, name plates, or
supplies; (iii) returned and non-reusable goods; (iv) goods held on consignment
or any similar arrangement (including, without limitation, goods owned by an
Obligated Party but held by a customer of an Obligated Party); (v) raw
materials; (vi) work in process; (vii) goods with respect to which the Lender
does not have

APPENDIX - PAGE 6
<PAGE> 64
a senior, perfected security interest, which are subject to a Lien in favor of
a landlord or bailee which has not been waived pursuant to a landlord or bailee
waiver in form and substance satisfactory to the Lender, or which are subject
to a Lien which is not permitted hereunder; (viii) goods in any form or
condition which are located outside the USA; or (ix) goods which are ineligible
in the sole opinion of Lender.

"EMPLOYEE BENEFIT PLAN" means any employee benefit plan within
the meaning of Section 3(3) of ERISA which (a) is maintained for employees of
any Obligated Party or assumed by any Obligated Party or any ERISA Affiliate,
or (b) has at any time within the last six (6) years been maintained for the
benefit of any Obligated Party or any current or former ERISA Affiliate.

"ERISA" means the Employee Retirement Income Security Act of
1974, and the regulations thereunder, each as amended and in effect from time
to time.

"ERISA AFFILIATE" means any Person, trade, or business
(whether or not incorporated) which is under common control (within the meaning
of Section 414(b) or (c) of the IRC) with any Obligated Party, and includes a
member of the same affiliated service group (within the meaning of Section
414(m) of the IRC) as any Obligated Party or any Person, trade, or business
described in clause (i) above.

"EVENT OF DEFAULT" means any act or occurrence specified in
SECTION 8.1 hereof.

"EXPIRATION DATE" means December 1, 1997 or any other date on
which the Commitment terminates pursuant to the terms hereof.

"FDIC" means the Federal Deposit Insurance Corporation or any
successor thereof.

"FEDERAL FUNDS RATE" means the rate at which Lender, as a
branch of a foreign bank,, in its sole discretion, can acquire federal funds in
the New York City interbank federal funds market or other funding sources
available to Lender, through brokers of recognized standing, for a period and
in an amount comparable to the period and amount requested by the Borrower.

"FEDERAL FUNDS TRANCHE" means each Tranche the interest on
which is calculated with reference to the Federal Funds Rate.

"FINANCIAL STATEMENTS" means the balance sheet, income
statement, and such other supplementary statements (including the notes
thereto) as may be prepared in conjunction therewith.

"FOREIGN BENEFIT LAW" means any applicable statute, law,
ordinance, code, rule, regulation, order, or decree of any foreign

APPENDIX - PAGE 7
<PAGE> 65
nation or any province, state, territory, or other political subdivision
thereof regulating, relating to, or imposing liability or standards of conduct
concerning any Employee Benefit Plan.

"FUNDING DATE" means with respect to any Advance the date of
the funding of such Advance.

"GAAP" means those accounting principles applied on a
consistent basis generally accepted from time to time in the certified public
accounting profession (including those set forth in the Opinions of the
Accounting Principles Board of the American Institute of Certified Public
Accountants or statements of the Financial Accounting Standards Board which may
be applicable at the time in question); and "applied on a consistent basis"
means that the accounting principles observed in the period covered by any
report required under the terms of this Agreement are compatible in all
material respects with those applied in any preceding period and report.

"GOVERNMENTAL AUTHORITY" means any nation or government, any
federal, state, local, or other political subdivision thereof, any department,
commission, board, bureau, agency, public authority, instrumentality, court, or
other entity exercising executive, legislative, judicial, regulatory, or
administrative functions of government.

"GUARANTOR" means each of The UniMark Group, Inc., UniMark
International, Inc., and Simply Fresh Fruit, Inc. (collectively, the
"Guarantors").

"GUARANTY" means an absolute and unconditional guaranty of the
Obligations in form and substance satisfactory to the Lender.

"HAZARDOUS MATERIALS" means (i) any "hazardous waste" or
"regulated substance" as defined by the Resource Conservation and Recovery Act
of 1976 (42 U.S.C. Section 6901, et seq.) and regulations promulgated
thereunder, both as amended from time to time; (ii) any "hazardous substance"
as defined by CERCLA; (iii) "regulated asbestos- containing material" as
defined in the National Emission Standard for Asbestos (40 C.F.R. Section
61.140, et seq.); (iv) polychlorinated biphenyls ("PCBs"), as defined in 40
C.F.R. Part 761; (v) underground storage tanks, whether active, inactive,
empty, filled, or partially filled with any "regulated substance" as defined
above; (vi) any substance the presence of which on property is prohibited by
any governmental requirements; and (vii) any other substance which by any
governmental requirements requires special handling or notification of any
federal, state, or local governmental entity in its collection, transportation,
storage, treatment, processing, management, or disposal.

"HAZARDOUS MATERIALS CONTAMINATION" means the release,
discharge, emission, spillage, generation, or disposal (presently

APPENDIX - PAGE 8
<PAGE> 66
existing or hereafter occurring) of Hazardous Materials on, under, at, or
emanating from facilities owned or leased in a manner that constitutes a
violation of or imposes a response or remedial obligation under any applicable
environmental, health, or safety requirements of law.

"HIGHEST LAWFUL RATE" means the Legal Maximum, or if there is
no Legal Maximum, the term means the Default Rate.

"IRC" means the Internal Revenue Code of 1986 and the
regulations promulgated thereunder, all as amended from time to time.

"IRS" means the Internal Revenue Service or any successor
thereof.

"INDEMNITEES" means the Lender, each holder of any
participation in the Obligations, and the Affiliates, officers, directors,
shareholders, employees, servants, and agents of any of the foregoing and the
successors and assigns of each of the foregoing.

"INTANGIBLE ASSETS" means those assets of a Person which are
(i) deferred assets, other than prepaid insurance and prepaid taxes; (ii)
patents, copyrights, trademarks, trade names, licenses, permits, franchises,
goodwill, experimental and research and development expenses, and other similar
intangibles; (iii) unamortized debt discount and expense; (iv) notes
receivables due from trade obligors domiciled, outside of the USA; and (v)
notes and receivables due from Affiliates of such Person or officers, directors
or employees of such Person or Affiliates of such Person.

"INTEREST RATE OPTION" means the LIBOR Rate or the Federal
Funds Rate or the Base Rate.

"INTEREST PAYMENT DATE" means (i) with respect to LIBOR
Tranches with Interest Periods of one (1), two (2), or three (3) months, the
last day of such Interest Period applicable thereto; (ii) with respect to LIBOR
Tranches with Interest Periods of six (6) months, the date which occurs three
(3) months before the last day of such Interest Period applicable thereto, and
the last day of such Interest Period applicable thereto; (iii) with respect to
the Federal Funds Tranche at maturity of such Tranche if the Interest Period of
the Tranche is for a period which is less than one (1) month or the last
Business Day of each month commencing on the first of such days to occur after
it becomes a Federal Funds Tranche if the Interest Period of such Tranche is
for a period which is for one (1) month or longer and at the day such Tranche
is converted to a Base Rate Tranche or LIBOR Tranche and at maturity of such
Tranche; and (iv) and with respect to the Base Rate Tranche at maturity of such
Tranche if the Interest Period of such Tranche is for a period which is less
than one (1) month, or if the Interest Period of such Tranche is for one (1)
month or longer the

APPENDIX - PAGE 9
<PAGE> 67
last Business day of each month commencing on the first of such days to occur
after it becomes a Base Rate Tranche and at the day such Tranche is converted
to a LIBOR Tranche or a Federal Funds Tranche and at maturity of such Tranche.

"INTEREST PERIOD" means during the Availability Period of the
Commitment (i) for each LIBOR Tranche, the period commencing on the date such
LIBOR Tranche is made and ending one (1), two (2), three (3), or six (6) months
thereafter as specified by the Borrower in accordance with the terms hereof,
and (ii) for each Base Rate Tranche and Federal Funds Tranche, the period
commencing on the date the respective Tranche is made and ending on any day
thereafter which is earlier than one (1) Business Day prior to the Expiration
Date, provided that all Interest Periods are subject to the following terms and
conditions:

(u) an Interest Period once selected by the
Borrower shall be binding upon the Borrower and irrevocable;

(v) each Interest Period applicable to a LIBOR
Tranche shall terminate on the numerical day of the last calendar month of such
Interest Period which corresponds to the day such Interest Period began unless
there is no such corresponding day in such month, in which case such Interest
Period shall terminate on the last Business Day of such calendar month;

(w) if an Interest Period would end on a day that
is not a Business Day, the Interest Period shall be extended to the next
succeeding Business Day unless, in the case of a LIBOR Tranche, such next
succeeding Business Day would be in the next calendar month, in which case such
Interest Period shall end on the next preceding Business Day;

(x) during the Availability Period of the
Commitment, no Interest Period shall be selected which would terminate after
the Expiration Date of the Commitment;

"LEGAL MAXIMUM" means the maximum nonusurious rate of interest
which the Lender is permitted to charge on the Obligations at the time in
question under applicable law; if such rate is changed after the date hereof,
the term means such rate as so changed.

"LENDER" means Cooperatieve Centrale Raiffeisen-Boerenleenbank
B.A., "Rabobank Nederland," New York Branch, a federally licensed branch of a
Netherlands cooperative banking organization, its successors and assigns.

"LENDING OFFICE" means the office of the Lender (or its
Affiliate) designated for such type of Tranche from time to time in accordance
with the terms hereof.

APPENDIX - PAGE 10
<PAGE> 68
"LETTER OF CREDIT" means any standby letter of credit issued
by the Lender pursuant to ARTICLE II for the account of the Borrower.

"LETTER OF CREDIT ADVANCE" means an Advance made by the Lender
to pay the Lender the Reimbursement Obligation with respect to a drawing under
a Letter of Credit.

"LETTER OF CREDIT FEE" means the fee payable pursuant to
SECTION 2.11.

"LETTER OF CREDIT OBLIGATIONS" means at any particular time,
the sum of (i) all outstanding Reimbursement Obligations, plus (ii) the
aggregate undrawn face amount of all outstanding Letters of Credit requested by
the Borrower but not yet issued (unless the request for such has been denied).

"LETTER OF CREDIT REIMBURSEMENT AGREEMENT" means, with respect
to a Letter of Credit, the form of application and form of reimbursement
agreement for such Letter of Credit (whether in a single or several documents,
taken together) as the Lender may employ in the ordinary course of business for
its own account, with such modifications thereto as may be agreed upon by the
Lender and the Borrower; provided, however, in the event of any conflict
between the terms of any Letter of Credit Reimbursement Agreement and this
Agreement, the terms of this Agreement shall control.

"LIBOR BASE RATE" means for the relevant Interest Period the
rate of interest per annum (rounded, if necessary, to the next higher .01%)
determined by the Lender to equal the average of the quoted rates at which
Dollar deposits are offered by the Lender at its Lending Office to major banks
in the LIBOR Market at 11:00 a.m. London, England time two (2) Business Days
prior to the commencement of the relevant Interest Period for a period of time
equal or comparable to and commencing on such Interest Period and in an amount
equal or comparable to the LIBOR Tranche to be disbursed or outstanding during
such Interest Period.

"LIBOR MARKET" means the London interbank market for Dollar
deposits.

"LIBOR RATE" means for each LIBOR Tranche for each Interest
Period the rate of interest per annum (rounded, if necessary, to the next
higher .01%) equal to the quotient obtained by dividing (i) the LIBOR Base Rate
for such Interest Period by (ii) the remainder of one (1) minus the applicable
Reserve Requirement on the first day of the relevant Interest Period (rounded
upward, if necessary to the next higher .01%).

"LIBOR TRANCHE" means each Tranche the interest on which is
calculated with reference to a LIBOR Rate.

APPENDIX - PAGE 11
<PAGE> 69
"LIEN" means any mortgage, deed of trust, pledge, security
interest, hypothecation, assignment, lien (statutory or otherwise), conditional
sale, or other title retention arrangement, Capital Lease, writ of attachment,
writ of sequestration, or like or similar writ or any other encumbrance of any
nature whatsoever, whether voluntary or arising by agreement, under any statute
or law, or otherwise.

"LOAN" means the aggregate unpaid principal amount of all
Advances made pursuant to the terms hereof.

"LOAN DOCUMENTS" means this Agreement, the Revolving Note, the
Letter of Credit Reimbursement Agreement, each pledge agreement, each security
agreement, each UCC Financing Statement, each Notice of Borrowing, each
Borrowing Base Certificate, each Guaranty, and all other agreements between the
Borrower or other Obligated Party or any Subsidiary of an Obligated Party and
the Lender, executed and delivered pursuant to or in connection with the
transaction contemplated hereby, and all other documents specified in, required
by, or executed and delivered pursuant to the terms hereof, and all
modifications, renewals, extensions, amendments, and supplements of any of the
foregoing.

"MARGIN" means the percentage added to the Base Rate, LIBOR
Rate, or Federal Funds Rate pursuant to the provisions of SECTION 2.5.

"MATERIAL ADVERSE EFFECT" means a set of circumstances or
events which (i) has or could have a material and adverse effect upon the
validity or enforceability of or could result in a Default under any of the
Loan Documents, (ii) is material and adverse to the condition (financial or
otherwise), business, assets, prospects, or operations of Group or Borrower or
Simply Fresh or UniMark taken as a whole, (iii) could materially and adversely
impair the ability of any Obligated Party to fulfill its obligations under any
of the Loan Documents, or (iv) could materially and adversely impair the value
of any Collateral or the ability of the secured party to realize thereon.

"MULTIEMPLOYER PLAN" means a "multiemployer plan" as defined
in Section 4001 of ERISA to which any Obligated Party or any ERISA Affiliate
made or was obligated to make contributions within the immediately preceding
six (6) years.

"NOTES" means collectively the completed and executed
Revolving Notes.

"NOTICE OF BORROWING" means a notice substantially in the form
of EXHIBIT 2.3.

"OBLIGATED PARTIES" means the Borrower and each Surety.

APPENDIX - PAGE 12
<PAGE> 70
"OBLIGATIONS" means, without limitation, the Loan, the other
Revolving Credit Obligations, and all other Debt, loans, advances, including
any future advances, interest, indebtedness, notes, liabilities, and amounts,
liquidated or unliquidated, direct or indirect, matured or unmatured, joint or
several, fixed or contingent, owing by the Borrower or any other Obligated
Party pursuant to or arising under the terms of any of the Loan Documents to
the Lender at any time of every kind, nature, and description, whether secured
or unsecured, including any extensions, modifications, renewals thereof, and
substitutions therefor, and includes any obligation of the Borrower due to
third persons, firms, or corporations which have been endorsed, assigned, or
otherwise acquired by the Lender, whether now existing or hereafter contracted,
all sums owed under the Loan Documents, and all expenses required to be paid by
the Borrower or any other Obligated Party pursuant to the terms hereof or any
of the other Loan Documents (including without limitation, expenses incurred in
any proceeding brought or threatened to enforce payment of any of the
obligations referred to herein, and to maintain, preserve, and collect upon any
Collateral and taxes, assessments, insurance premiums, rents, repairs, other
charges, reasonable attorneys' fees and legal expenses, and any other costs of
protection, repossession, enforcement, or sale of any of any Collateral).

"PBGC" means the Pension Benefit Guaranty Corporation or any
Person succeeding to its functions.

"PENSION PLAN" means any Employee Benefit Plan which is
subject to Title IV of ERISA or Section 412 of the IRC with respect to which
any Obligated Party or any ERISA Affiliate is or within the immediately
preceding six years was an "employer" as defined in Section 3(5) of ERISA and
which is not a Multiemployer Plan.

"PERMITTED LIENS" with respect to a Person means

(i) Liens in favor of the Lender to secure the
Obligations or with respect to which the Lender may give its written consent;

(ii) Liens (other than Liens in favor of the PBGC or in
favor of any Governmental Authority for liabilities in respect of Hazardous
Materials or Hazardous Materials Contamination) for taxes, assessments, or
similar charges incurred in the ordinary course of business that are not yet
past due or which are being diligently contested by such Person in good faith
by appropriate proceedings and against which adequate reserves or adequate
bonds satisfactory to the Lender have been established or obtained, so long as
the enforcement of such Liens has been stayed and such Liens do not
individually or in the aggregate materially impair the value or use of the
property subject thereto or the operation of such Person's business;

APPENDIX - PAGE 13
<PAGE> 71
(iii) pledges or deposits made in the ordinary course of
business to secure (A) payment of workers' compensation, or to participate in
any fund in connection with workers' compensation, unemployment insurance,
old-age pensions, or other social security programs, and (B) performance of
bids, tenders, contracts (other than for the repayment of borrowed money), or
leases, not in excess of ten percent (10%) of the aggregate amount due
thereunder, or to secure statutory obligations, surety or appeal bonds, or
indemnity, performance, or other similar bonds, in each case payment with
respect to which is not past due or is being diligently contested by such
Person in good faith by appropriate proceedings and against which adequate
reserves satisfactory to the Lender have been established so long as the
enforcement of such Lien has been stayed and such Lien does not individually or
in the aggregate with other such Liens materially impair the value or use of
the property subject thereto or the operation of such Person's business;

(iv) Liens of landlords, mechanics, materialmen,
warehousemen, carriers, or other like liens, arising by operation of law and
not agreement of such Person securing obligations incurred in the ordinary
course of business that are not yet past due or which are being diligently
contested by such Person in good faith by appropriate proceedings and against
which adequate reserves or adequate bonds satisfactory to the Lender have been
established or obtained, so long as the enforcement of such Lien has been
stayed and such Liens do not individually or in the aggregate materially impair
the value or use of the property subject thereto or the operation of such
Person's business;

(v) encumbrances consisting of zoning restrictions,
easements, or other restrictions on the use of real property which do not
individually or in the aggregate materially impair or unreasonably restrict the
use of such property, so long as none is violated in any material respect by
existing or proposed structures or land use;

(vi) existing Liens identified on EXHIBIT 6.1 attached
hereto (if any) and any renewals and extensions thereof permitted by the
Lender; and

(viii) defects of title to real or personal property (other
than any of the Collateral), any attachment of personal or real property or
other legal process prior to adjudication of a dispute on the merits, and
adverse judgments on appeal, in each case if the validity or amount thereof is
being contested in good faith and by appropriate and lawful proceedings so long
as levy and execution thereon have been stayed and continue to be stayed and in
each case such do not in the aggregate detract from the value of the property
of such Person or impair the use thereof in the operation of its business,
provided that nothing herein shall be deemed to permit any judgment or
judgments prohibited by any other provision hereof; and

APPENDIX - PAGE 14
<PAGE> 72
(ix) that Lien arising under the Perishable Agricultural
Commodities Act of 1930 set forth at 7 U.S.C. Section 499e ("PACA LIEN").

"PERSON" means any individual, corporation (including a
business trust), association, partnership (general or limited) , trust, joint
stock company, unincorporated association, joint venture, or any other entity
and any Governmental Authority.

"PROHIBITED TRANSACTION" means any transaction set forth in
Section 406 of ERISA or Section 4975 of the IRC.

"REGULATION D" means Regulation D (12 C.F.R. 204) and all
amendments and supplements thereof and any successors or replacements therefor
as promulgated from time to time by the Board.

"REIMBURSEMENT DATE" means the date the Lender pays a drawing
under a Letter of Credit.

"REIMBURSEMENT OBLIGATIONS" means the aggregate non-contingent
reimbursement or repayment obligations of the Borrower with respect to amounts
drawn under Letters of Credit paid by the Lender.

"REPORTABLE EVENT" means any of the events set forth in
Section 4043 of ERISA.

"RESERVE REQUIREMENT" with respect to each Interest Period
means the maximum rate (expressed as a decimal) at which reserves (including
all basic, supplemental, marginal, emergency, special, and other reserves and
taking into account any transitional adjustments or other scheduled changes in
reserve requirements during such Interest Period) are required by the Board
(including those under Regulation D) to be maintained during such Interest
Period with respect to any Interest Rate Option available hereunder. The
Reserve Requirement shall reflect any other reserves required to be maintained
against (A) with respect to LIBOR Tranches (1) any category of liabilities that
includes deposits by reference to which the LIBOR Rate is to be determined or
(2) any category of extension of credit or other assets that includes LIBOR
Tranches; and (B) with respect to Base Rate Tranches and Federal Funds Tranches
(1) any category of liabilities that includes deposits by reference to which
the Base Rate or Federal Funds Rate is to be determined or (2) any category of
extension of credit or other assets that includes Base Rate Tranches or Federal
Funds Tranches.

"RESTRICTED PAYMENT" means with respect to any Person (i) the
declaration of any dividend on, or the incurrence of any liability to make any
other payment or distribution in respect of, any shares of such Person (other
than one payable solely in shares of the same or any junior class of stock to
the holders of such class of capital stock); (ii) any payment or distribution
on

APPENDIX - PAGE 15
<PAGE> 73
account of the purchase, sinking fund or similar payment, redemption, or other
retirement of any shares of such Person, or of any warrant, option, or other
right to acquire such shares, or any other payment or distribution; and (iii)
any payment or distribution on account of the payment or prepayment of
principal of, premium, interest, fees, or other charges on, or the redemption,
purchase, retirement, defeasance, sinking fund or similar payment with respect
to any Debt of such Person which is subordinated in right of payment to the
Obligations.

"REVOLVING CREDIT OBLIGATIONS" means at any time the sum of
the Loan plus the Letter of Credit Obligations at such time.

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

"SOLVENT" means as of any time of determination with respect
to a Person (i) the fair market value of its assets exceeds the amount of its
liabilities (including contingent liabilities), (ii) the present fair saleable
value of its assets exceeds the probable liability on existing debts as they
become due, (iii) such Person is then able and expects to be able to pay its
debts (including contingent liabilities) as they become due, and (iv) such
Person has and expects to have sufficient capital (having due regard for the
prevailing practice in the industry in which it is engaged) to carry on its
business as conducted or proposed to be conducted.

"SUBSIDIARY" means with respect to a Person any corporation,
association, partnership, joint venture, or other business entity of which such
Person or any Subsidiary of such Person, directly or indirectly, either (a) in
respect of a corporation, owns or controls more than fifty percent (50%) of the
outstanding stock having ordinary voting power to elect a majority of the board
of directors or similar managing body, irrespective of whether or not a class
or classes shall or might have voting power by reason of the happening of any
contingency, or (b) in respect of an association, partnership, joint venture,
or other business entity, is entitled to share in more than fifty percent (50%)
of the profits and losses, however determined.

"SURETY" means any Person (other than the Borrower) who is, or
whose property is, directly or indirectly liable for the Obligations and
includes each Guarantor.

"TANGIBLE NET WORTH" with respect to a Person means the
remainder of (i) the sum of (A) total shareholder's equity (including the par
value of all classes of capital stock, additional paid-in capital, and retained
earnings) after deducting treasury stock and any surplus resulting from any
write-up of assets which would appear on a balance sheet prepared in accordance

APPENDIX - PAGE 16
<PAGE> 74
with GAAP, plus (B) such Person's liabilities for other post retirement
benefits (other than pension liabilities) ("OPEB LIABILITIES") calculated in
accordance with Statement of Financial Accounting Standards No. 106, minus (ii)
the sum of the aggregate book value of Intangible Assets shown on the balance
sheet of such Person.

"TERMINATION EVENT" means (a) a Reportable Event; (b) the
withdrawal of any Obligated Party or any ERISA Affiliate from a Pension Plan
during a plan year in which it was a "Substantial Employer" as defined in
Section 4001 or ERISA or was deemed to be such under Section 4068 of ERISA; (c)
the termination of a Pension Plan, the filing of a notice of intent to
terminate a Pension Plan, or the treatment of a Pension Plan Amendment as a
termination under Section 4041 of ERISA; (d) the institution of proceedings to
terminate a Pension Plan by the PBGC; (e) any other event or condition which
would constitute grounds under Section 4042 of ERISA for the termination of or
the appointment of a trustee to administer any Pension Plan; (f) the partial or
total withdrawal of any Obligated Party or any ERISA Affiliate from a
Multiemployer Plan; (g) the imposition of a Lien pursuant to Section 412 of the
IRC or Section 302 of ERISA; (h) any event or condition which results in the
organization or insolvency of a Multiemployer Plan under Section 4241 or
Section 4245 of ERISA; or (i) any event or condition which results in the
termination of a Multiemployer Plan under Section 4041A of ERISA or the
institution by the PBGC of a proceeding to terminate a Multiemployer Plan under
Section 4042 of ERISA.

"TRANCHE" means a portion of the Loan which bears interest at
any Interest Rate Option.

"USA" means the United States of America.

"WORKING CAPITAL" means the amount by which Current Assets
exceed Current Liabilities.

APPENDIX - PAGE 17
<PAGE> 75
EXHIBIT 2.2

FORM OF
REVOLVING NOTE

NEW YORK CITY, NEW YORK
$8,500,000 FEBRUARY ___, 1997

FOR VALUE RECEIVED, UNIMARK FOODS, INC., a Texas corporation having
its principal place of business at 124 McMakin Road, City of Bartonville,
Denton County, Texas, 76226 (referred to herein as the "Borrower"), promises to
pay to the order of COoPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.,
"RABOBANK NEDERLAND," NEW YORK BRANCH, a Federally Licensed Branch of a
Netherlands Cooperative Banking Organization (referred to herein as the
"Lender"), the principal sum of Eight Million Five Hundred Thousand Dollars
($8,500,000) or, if less, all such sums as may have been advanced by the Lender
under this Note as Advances pursuant to the terms of the Agreement (defined
below) and be outstanding hereunder, together with interest on the unpaid
principal balance payable at the rates specified in the Agreement. All sums
hereunder are payable to the Lender in lawful money of the United States of
America in funds available for immediate use at the offices of the Lender at
New York City, New York (or such other office as the Lender may specify from
time to time by written notice to the Borrower) at the time and in the manner
specified in the Agreement.

Unless the context hereof otherwise requires or provides, the terms
used herein defined in that certain Revolving Credit Agreement by and between
the Borrower and the other Obligated Parties and the Lender of even date
herewith, as the same has been or may be amended or supplemented from time to
time (the "Agreement") have the same meanings.

This Note is the Revolving Note referred to in the Agreement, and is
entitled to the benefits thereof and the security as provided for therein.
Reference is made to the Agreement and the Loan Documents for a statement of
the rights and obligations of the Borrower and of the terms and conditions
under which Advances evidenced hereby are made and principal outstanding
hereunder (together with accrued interest thereon) are to be repaid, a
description of the rate or rates of interest which may apply to amounts
outstanding hereunder and of limitations thereon, a description of the nature
and extent of the security and the rights of the parties in respect to such
security, and a statement of the terms and conditions under which the maturity
of sums owed evidenced by of this Note may be accelerated. This Note is
secured by Liens granted pursuant to the Loan Documents, and reference is made
to the Loan Documents for a description of the rights and duties of the parties
with respect thereto.

____________________________
REVOLVING NOTE - Page 1 Initialed for Identification

EXHIBIT 2.2
<PAGE> 76
All Advances and payments made on account of the principal hereof may
be endorsed by the holder hereof on the schedule attached hereto (provided that
any failure of the Lender or such holder to make any such endorsement shall not
affect the obligations of the Borrower hereunder in respect of such Advance.

The Borrower and each Surety hereby severally (a) waive grace, demand,
presentment for payment, notice of nonpayment, protest, notice of protest,
non-payment or dishonor, notice of intent to accelerate, notice of acceleration
and all other notices (except as explicitly provided in the Agreement), filing
of suit and diligence in collecting this Note or enforcing any other security
with respect to same, (b) agree to any substitution, surrender, subordination,
waiver, modification, change, exchange or release of any security or of the
liability of any parties primarily or secondarily liable hereon, (c) agree that
the Lender is not required first to institute suit or exhaust its remedies
hereon against the Borrower, any Surety or others liable or to become liable
hereon or to enforce its rights against them or any security with respect to
same, and (d) consent to any extension or postponement of time of payment of
this Note and to any other indulgence with respect hereto without notice
thereof to any of them. No failure or delay on the part of the Lender in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof.

If this Note is not paid at maturity, regardless of how such maturity
may be brought about, or is collected or attempted to be collected through the
initiation or prosecution of any suit or through any bankruptcy or other
judicial proceedings, or is placed in the hands of an attorney for collection,
the Borrower shall pay, in addition to all other amounts owing hereunder, all
actual expenses of collection, all court costs and reasonable attorney's fees
incurred by the holder hereof.

This Note and the rights and obligations of the parties hereunder
shall be governed by the laws of the United States of America and by the laws
of the State of NEW YORK, provided that to the extent the laws of the United
States of America may permit the Lender to contract for, charge, receive, take,
or reserve interest hereon at a higher rate governed by the laws of another
state, the laws of such other state shall with respect to such matters govern.
This Note is performable in NEW YORK CITY, NEW YORK.

All agreements between the Borrower and the Lender, whether now
existing or hereafter arising, are hereby limited so that in no event shall the
amount paid, or agreed to be paid to or charged or demanded by the Lender for
the use, forbearance, or detention of money or for the payment or performance
of any covenant or obligation contained herein or in any other document
evidencing, securing or pertaining to this Note, exceed the Legal Maximum. If

____________________________
REVOLVING NOTE - Page 2 Initialed for Identification

EXHIBIT 2.2
<PAGE> 77
any circumstance otherwise would cause the amount paid, charged or demanded to
exceed the Legal Maximum, the amount paid or agreed to be paid to or charged or
demanded by the Lender shall be reduced to the Legal Maximum, and if the Lender
ever receives an amount which otherwise would exceed the Legal Maximum, such
amount which would be excessive interest shall be applied to the reduction of
the principal of this Note and not to the payment of interest, or to the extent
such excessive amount otherwise would exceed the unpaid balance of principal of
this Note such excess shall be applied first to other indebtedness of the
Borrower to the Lender, and the balance, if any, shall be refunded to the
Borrower. In determining whether the interest paid, agreed to be paid, charged
or demanded hereunder exceeds the Legal Maximum, all sums paid or agreed to be
paid to or charged or demanded by the Lender for the use, forbearance or
detention of the indebtedness of the Borrower to the Lender shall, to the
extent permitted by applicable law, (i) be amortized, prorated, allocated and
spread throughout the full term of such indebtedness until payment in full so
that the actual rate of interest on account of such indebtedness is uniform
throughout such term, (ii) be characterized as a fee, expense or other charge
other than interest, and (iii) exclude any voluntary prepayments and the
effects thereof. The terms and provisions of this paragraph shall control and
supersede every other provision of all agreements between the Lender and the
Borrower in conflict herewith.

UNIMARK FOODS, INC.

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

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

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

____________________________
REVOLVING NOTE - Page 3 Initialed for Identification

EXHIBIT 2.2
<PAGE> 78
Attached to and forming a part of that certain Revolving Note in the original
principal sum of $8,500,000 dated February ___, 1997, from COOPERATIEVE
CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND," NEW YORK BRANCH,
a Federally Licensed Branch of a Netherlands Cooperative Banking Organization
to THE UNIMARK GROUP, INC.

ADVANCES AND PAYMENT OF PRINCIPAL AND INTEREST

________________________________________________________________________________

AMOUNT OF AMOUNT OF UNPAID
AMOUNT OF PRINCIPAL INTEREST PRINCIPAL
DATE ADVANCE PAID PAID BALANCE

________________________________________________________________________________

REVOLVING NOTE, Page 4
EXHIBIT 2.2
<PAGE> 79
EXHIBIT 2.3

FORM OF
NOTICE OF BORROWING

TO: COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.,
"RABOBANK NEDERLAND," NEW YORK BRANCH, a Federally Licensed
Branch of a Netherlands Cooperative Banking Organization in
its capacity as lender (the "LENDER") under the Revolving
Credit Agreement dated as of February ___, 1997 by and between
UNIMARK FOODS, INC. (the "BORROWER") and the Lender (as
amended, modified, or supplemented from time to time, the
"AGREEMENT").

FROM: UniMark Foods, Inc. (the "BORROWER").

All terms defined in the Agreement have the same meaning herein.

Pursuant to SECTION 2.3, CASH ADVANCES of the Agreement, this Notice
of Borrowing (the "NOTICE") represents the request of the Borrower to borrow on
_______________________ (the "FUNDING DATE") from the Lender the principal
amount of $__________________ as a Cash Advance. Proceeds of such Cash Advance
are to be disbursed in immediately available funds on the Funding Date as
follows:

________________________________________________________________________________

NOTICE OF BORROWING - Page 1

EXHIBIT 2.3
<PAGE> 80
________________________________________________________________________________

________________________________________________________________________________

__________________________________________________________.

The Borrower certifies that as of the Funding Date all of the
Conditions Precedent contained in the Agreement, including, without limitation,
those set forth in SECTION 3.2 of the Agreement, have been satisfied (or waived
pursuant to the Agreement) and the Borrower on its behalf and as the authorized
agent of the other Obligated Parties hereby jointly and severally certifies
that all representations and warranties of the Borrower and the other Obligated
Parties set forth in the Agreement and the other Loan Documents are true and
correct on the Funding Date (other than representations and warranties which
expressly speak as of the Closing Date).

The Borrower hereby chooses the following Interest Rate Option(s) and
provides the additional information required by SECTION 2.3, CASH ADVANCES of
the Agreement:

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
NUMBER OF
AMOUNT OF DAYS IN
INTEREST RATE FUNDING DATE OR TRANCHE APPLICABLE INTEREST TRANCHE
OPTIONS RENEWAL OR REPRESENTING INTEREST PERIOD FOR EXPIRY
CONVERSION DATE CASH ADVANCE RATE TRANCHE DATE
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C>
- ----------------------------------------------------------------------------------------------------------
Base Rate Daily Daily
- ----------------------------------------------------------------------------------------------------------
Federal Funds
Rate
- ----------------------------------------------------------------------------------------------------------
LIBOR Rate
- ----------------------------------------------------------------------------------------------------------
TOTAL AMOUNT
OF TRANCHE
------------

------------
</TABLE>

NOTICE OF BORROWING - Page 2

EXHIBIT 2.3
<PAGE> 81
EXECUTED the ______ day of ___________________, 1997.

UNIMARK FOODS, INC. (BORROWER)
on behalf of itself and as the authorized agent
for the other Obligated Parties

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

Its:
----------------------------------------------

NOTICE OF BORROWING - Page 3

EXHIBIT 2.3

<PAGE> 1

EXHIBIT 10.23

Supply Contract standing between The Coca-Cola Export Corporation, hereby
represented by Mr. Arturo Salinas Chavez, acting as purchaser, which from here
on will be referred as COEXPORT, and GRUPO INDUSTRIAL SANTA ENGRACIA, S.A. de
C.V., hereby represented by Mr. Jose Maria Martinez Brohez, acting on his own
right as supplied, which from here on will be referred as THE GROWER. Both
parties agree upon the following declarations and clauses.

DECLARATIONS

I. THE GROWER - declares:

A) To be an organized and existing corporation according to the General
Law of Mercantile Societies and that for all legal purposes regarding
this contract, his address is: Ave. Carrera Torres number 226 Pte,
Victoria City 87000, Tamaulipas.

B) To be registered as such up to the Internal Revenue Service under the
Code GIS-880802 GH-6.

C) Among other activities, to plan citrus, for which it acquires in rent
and in ownership lands to be used for this agricultural activity.

D) Mr. Jose Maria Martinez Brohez hereby shows proof of his right to
represent THE GROWER by Public Letter number 2101, issued June 31,
1994, by the Notary Public number 187 in the Victoria City,
Tamaulipas.

II. COEXPORT declares:

A) To be a branch fully authorized to operate in Mexico under the General
Law of Mercantile Societies.

B) To be registered as such up to the Internal Revenue Service under the
code CCE 520101-TC7.

C) Among other activities to manufacture soft-drink concentrates in
assorted flavors, for which purpose it requires the ITALIAN TYPE
LEMON. This product has been
<PAGE> 2
traditionally imported from other countries by COEXPORT and other
consumers, given that Mexico does not produce it in sufficient amounts
to satisfy the domestic demand. For this reason, COEXPORT initiated a
technical assistance and promoting program for Italian Lemon
production among citrus farmer sin the State of Tamaulipas and other
states of the Mexican Republic.

D) That Mr. Arturo Salinas Chavez hereby shows proof of his right to
represent COEXPORT by the Public Letter number 80481, issued January
16, 1995, by the Notary Public Number 9 in the Mexico City, Attorney
Jose Angel Villalobos Magana.

E) That for all purposes related to this contract its address is Ruben
Dario Number 115, Col. Bosque de Chapultepec, Mexico City, 11580,
Miguel Hidalgo Municipality.

III. Hereby, both parties declare to know the above declarations as true
and voluntarily agree upon the following.

CLAUSES

FIRST: THE GROWER obliges to plan within a period of three years, 5000 Ha
(five thousand hectares) of Italian type lemon, directly or through its
affiliated or branch enterprises on which it has control, either by contractual
rights or by stockholder majority, according to the planting program of
Attachment "A," which signed by both parties will be part of this contract.

THE GROWER obliges to realize all the necessary works in his orchard to
guarantee COEXPORT a minimum delivery of fresh fruit in metric tons per year,
in accordance with the following annual crop program, same that can change due
to reasons out of control of THE GROWER (freezes, extended dry seasons, etc.).

Annual Crop Program

<TABLE>
<CAPTION>
Year Mt Ton of fruit/Year Year Mt Ton of fruit/Year
<S> <C> <C> <C>
1996 0 2002 80,000
1997 0 2003 104,000
1998 500 2004 124,000
1999 7,500 2005 134,000
2000 25,900 2006 144,000
2001 54,000 2007 150,000
</TABLE>
<PAGE> 3
SECOND: THE GROWER obliges to supply directly or through its affiliated or
branch enterprises on which it has control, either by contractual rights or by
stockholder majority, and COEXPORT obliges to buy all the crop of the fresh
fruit produced by THE GROWER in the five thousand hectares mentioned in the
first clause of this Contract and as agreed in clauses third through
fourteenth.

THIRD: This contract will have a mandatory term of ten years which will start
counting at its signing. Both parties will be able to extend the same for an
equal period by only signing a written agreement for such effect and to be
executed within the last 30 days of the term of this contract.

FOURTH: THE GROWER agrees that COEXPORT only obliges to buy the fresh fruit
produced during the natural crop of the grove and that fulfills the quality
specifications set forth in Attachment "B" of this contract, which is signed by
both parties, will be part of the same. Likewise, COEXPORT will hold the right
of preference for the acquisition of the fresh fruit produced out of the
natural crop season, under the same terms and conditions established for the
purchasing of the natural crop.

FIFTH: THE GROWER will supply the Italian lemon fresh fruit, free-on-board the
processing plan designated by COEXPORT within a zone of 500 km maximum and with
the quality to provide in process cold pressed oil lemon which meets the
specifications of the Foods Chemical Codex (FCC) for this product and to have a
minimum aldehyde content reported as Citral (C10H160) of 2.3%. The price per
metric ton of fresh fruit that COEXPORT will pay THE GROWER will be calculated
on the basis of the content in kilograms of Italian lemon oil as the total
average of the natural crop and in the same way, the crop(s) out of this season
per metric ton of fresh fruit, applying for its payment the prices set forth in
"Attachment C" of this contract, which signed by both parties, will be part of
the same.

To determine Italian lemon oil content per ton of fresh fruit that the GROWER
delivers to COEXPORT, the analytical methods established in Attachment "D" of
this contract will be applied, which signed by both parties will be part of the
same.

The essential oil content of the fruit shall be determined by COEXPORT or
COEXPORT's designee, by analysis of representative samples of fruit from each
truck load. The GROWER or the GROWER's designee may observe the sampling of
the fruit and determination of oil content.

In the event that the annual average of aldehyde content reported as Citral
(C10H160) in dewaxed cold pressed Italian lemon oil is lower than 2.3%, the
GROWER agrees that COEXPORT adjusts down by 1% prices set forth in Attachment
"C" for every one tenth of
<PAGE> 4
a point by which the average annual aldehyde level falls below the minimum of
2.3%. At COEXPORT's discretion, it may purchase or not the fruit whose
aldehyde content in lemon oil to be lower than 2.0% for which both parties will
agree in negotiate the rice at the moment of the purchase.

Price adjustment due to low aldehyde content will be calculated by deducting
the actual annual average aldehyde level from 2.3% and then dividing the
difference by 10, the number will be multiplied by the average price paid per
metric ton of fruit during the calendar year in which the low aldehyde level
was recorded (Attachment "C"). The result will be the total amount in dollars
that the GROWER should rebate to COEXPORT by March 31, of the year following
the year of the crop.

COEXPORT will have the final determination as to the aldehyde level of the oil
and will share its aldehyde analysis method with the GROWER for aldehyde
determination.

COEXPORT will make the provisional payments weekly after the first fruit is
delivered by THE GROWER and taking as a basis for these payments, the oil
content of the fruit determined by COEXPORT or whom he designs, in
representative samples of each delivery that THE GROWER will make at the
Processing Plant. At the end of the crop and in the last delivery of the
fruit, both parties agree to make the necessary adjustments between the paid
value and the real value found as oil content in the fruit in the final
payment, which will be at the latest four weeks after the last delivery of the
fresh fruit.

In case of fruit delivered out of the natural crop, the same payment procedure
will be applied.

SIXTH: All payments that COEXPORT makes on account of the fresh fruit
purchasing, will be in American dollars at the exchange rate in national
currency that for that effect establishes the Banco do Mexico and that be
published in the Official Daily of the Federation in the day the payment
occurs.

SEVENTH: COEXPORT obliges to provide THE GROWER freely, at no charge, the
technical advice requested according to the generally accepted procedures for
Italian lemon production and processing in order to optimize the citrus
production. COEXPORT will give technical advice through Technical Reports and
groves inspections made by COEXPORT's field technical personnel with the
technical recommendation required. THE GROWER holds, at all times, his right
to implement or reject the advice without prejudice of the obligations that THE
GROWER acquires because of the signing of this contract. Under no
circumstances COEXPORT will be responsible for the results in terms of amount
or quality of the fresh fruit obtained, being at all times THE GROWER's
responsibility.
<PAGE> 5
EIGHTH: COEXPORT obliges before THE GROWER to finance the harvest and hauling
of the first fresh fruit delivery to the processing plant that COEXPORT
designates, discounting any money advanced from the first provisional payment
that COEXPORT makes.

NINTH: COEXPORT obliges to provide THE GROWER freely, at no charge, up to
750,000 (seven hundred fifty thousand) Italian type lemon trees that are enough
for planting 3,000 Ha (three thousand) out of the 5,000 Ha (five thousand)
motive of this Contract according to the calendar of Attachment "A." The trees
required for planting the remaining 2,000 Ha (two thousand) will be on THE
GROWER's account, likewise, if THE GROWER decides to plant at a density of more
than 250 trees per hectare, the lacking trees for the planting will be on its
own account.

TENTH: Both parties agree that all matters stated in Article number 1639 in
the Civil Code in force of the State of Tamaulipas and its correlative, the
Article number 2309 in the Civil Code in force of the Mexico City, will not
stand for the purposes of this contract since it is the GROWER's responsibility
and risk the event that the crop might fail to exist. THE GROWER, if so
wanted, will freely contract on its account an insurance to protect himself
against the event that the crop might fail to bear, and or, against the event
that his grove gets damaged by acts of God, intentional acts or because of
negligence.

THE GROWER obliges to take the necessary actions to repair the damages that the
grove may suffer because of acts of God or intentional acts as fire, sabotage
or any other event of similar nature.

ELEVENTH: COEXPORT holds no responsibility in any law suit between THE GROWER
and his workers. THE GROWER obliges to keep COEXPORT excluded and safe against
any civil, labor or criminal claim, including working accidents.

TWELFTH: All matters not considered in this Contract, will be ruled by the
Civil Code of Mexico City.

THIRTEENTH: Both parties manifest not to find vices of consent that could
nullify it.

FOURTEENTH: For the interpretation and compliance of this Contract, both
parties agree to be ruled by the courthouse of law of Mexico City, and hereby
resign to any other else.

This contract has been read fully and both parties are aware of its content and
legal force, and sign at the bottom at the City of Victoria, Tamaulipas, on
October 7, 1996.
<PAGE> 6

COEXPORT THE GROWER

- --------------------------- -------------------------------------
Mr. Arturo Salinas Chavez Mr. Jose Maria Martinez Brohez

Witness: Witness:

- --------------------------- -------------------------------------
Mr. Jeronimo Gutierrez Aja Mr. Jorn Budde

Witness: Witness:

- --------------------------- -------------------------------------
Mr. Eduardo Zaco Berra Mr. Manual Martinez Arteaga

<PAGE> 7
ATTACHMENT "A"
- --------------------------------------------------------------------------------
PLANTING PROGRAM 1996-1999
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
CALENDAR FIRST STAGE 1996-1997
- ------------------------------------------------------------------------------------------
MONTH YEAR NO. HA. MONTH YEAR NO. HA.
<S> <C> <C> <C> <C> <C>
November 1996 50 March 1997 150

December 50 April 200

January 1997 50 May 200

February 100 June 200

TOTAL 1000
- ------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
CALENDAR SECOND STAGE 1997-1998
- ------------------------------------------------------------------------------------------
MONTH YEAR NO. HA. MONTH YEAR NO. HA.
<S> <C> <C> <C> <C> <C>
July 1997 200 December 1997 200

August 200 January 1998 200

September 200 February 200

October 200 March 200

November 200 April 200

TOTAL 2000
- ------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 8

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
CALENDAR THIRD STAGE 1998-1999
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
MONTH YEAR NO. HA. MONTH YEAR NO. HA.

May 1998 200 October 1998 200

June 200 November 200

July 200 December 200

August 200 January 1999 200

September 200 February 200

TOTAL 2000
- ----------------------------------------------------------------------------------------

GRAN
TOTAL 5000 Ha.
</TABLE>
<PAGE> 9
ATTACHMENT "B"
- --------------------------------------------------------------------------------
Fruit Quality Specifications
- --------------------------------------------------------------------------------

1. Fruit must be fresh. It must be free of diseases, viruses and other
plagues which could be harmful to other fruit with which it comes into
contact and which could adversely affect the quality of the products
produced from the fruit.

2. Only pesticides and chemicals that are registered for use on citrus in
the United States of America may be used.

These must only be used at levels generally considered safe.

COEXPORT will make the final determination as to the acceptability of
the pesticides and chemicals levels on the fruit.

For information purposes only, Attachment "E" of this Contract lists
the approved pesticides as of May 1, 1996; nevertheless, at all times,
it is the GROWER's responsibility to ensure that only approved
pesticides, fungicides, herbicides and other agricultural chemicals
are used at the approved levels, giving the warranty to COEXPORT that
all the fruit harvested in its groves comply with all federal, state
and local laws and regulations applicable to the use of these products
including the Federal Hazardous Substance Act, the Federal Foods and
Beverage Act and any other regulation or Law relating to the use and
handling of these substances.

3. The fruit must not be transported in vehicles that transport
pesticides, dangerous materials or similars.

4. The cold pressed essential oil obtained from the fresh fruit, should
meet the requirements established for the Italian Lemon essential oil
(Citrus Limon Linn).

Essential Lemon Oil (Citrus Limon, Linn.) characteristics

1. Definition

The essential lemon oil is the oil obtained in cold, without the addition of
heat, by expression of the oil cells located in the external part of the
epicarp (flavedo) of the fruit Citrus Limon Linn; Citrus Limonum Risso; family
Rutaceae, subfamily Aurantoideae, Tribe Citrae, Sub-

<PAGE> 10
tribe Citrinae, according to Swibgle's classification grown in Mexico with or
without previous separation of the juice and peel and without the addition of
antioxidants or adulterants. The oil mixes easily in anhydrous alcohol and
glacial acetic acid. In all events, the specifications and analysis procedures
mentioned in this annex, or in the event a doubt about the product
characteristics or methods of analysis arise, the product must comply with the
United States Pharmacopoeia for the product "Cold pressed lemon oil, U.S.P."
and complementary with the Food Chemical Codex Specifications.

2. Specifications

A) Color: Ranging from pale yellow to deep yellow or green yellow,
transparent in all cases.
B) Organoleptic characteristics: Odor and taste must be characteristic
of the external part of ripe lemons. Must not show a Turpentine odor.
C) Aldehyde content: Total aldehyde content reported as Citral (C10H160)
must be greater than 2.3% w/w.
D) Angular rotation: Between / 57 degrees and 65.6 degrees
E) Content of:
Arsenic (as As): Not greater than 3 ppm
Heavy Metals (as Pb): Not greater than 0.004%
Lead: Not greater than 10 ppm
F) Refraction Index: Between 1.473 and 1.474 at 20 degrees C
G) Specific gravity: Between 0.849 and 0.855
H) U.V. Absorvance: Not greater than 1,300
I) Evaporation Residue: No greater than 3.5% w/w.

<PAGE> 11
ATTACHMENT "C"

<PAGE> 12
ATTACHMENT "D"

- --------------------------------------------------------------------------------
Determination of Essential Oil content in Fresh Fruit by the Scott method.
- --------------------------------------------------------------------------------

Required material:

2 Plastic bags with handles for sampling
1 Plate balance. 0 to 5 kg capacity
1 Knife
1 Cutting board
1 Blender, institutional type
1 Calculator with basic functions
2 Connector tubes, Pyrex, Iowa state type
2 Clamps for connector
2 500-ml round flasks, Pyrex
2 Electric heating mantles with color regulator
2 Condensers with hoses, connected to the running water faucet
2 Universal stands with ring
1 Digital analytical balance, limit of accuracy 0.01 g
2 250-ml plastic beakers
1 1000-ml plastic beaker
2 150-ml glass beakers
2 50-ml graduated cylinders, Pyrex
Flask with isopropyl alcohol
Flask with distilled water
1 10-ml pipette with suction rubber bulb
1 Electric stirrer
2 Magnetic stirring bars
1 Automatic burette with feeding plastic flask

Reagents

o Isopropyl alcohol
o Potassim Bromide - Potassium Bromate Solution, 0.1 N
o Hydrochloric Acid Solution 1:2 (one volume of hydrochloric acid per
two volumes of distilled water).
o Methyl orange, 0.1% in water

<PAGE> 13
Procedure:

1. With the plastic bag, take a sample of 2.5 kg of fresh fruit approx.
once the transportation unit arrives to the processing plant. A second
sample of the same weight will be withdrawn from the same unit after
having received 50% of the total delivery.

2. The two samples are washed and with the knife and cutting board, the
fruit is cut in quarters from one end to another, placing a quarter of
each fruit into a 1000-ml plastic beaker. The rest of the fruit is
discarded.

3. Fruit quarters separated in beakers are weighted, poured into the
blender and added with the same amount in kilograms of water. The mix
is blended at law speed for 3 to 5 minutes and at high speed for the
same period of time. The emulsion should be free of lumps.

4. In a round flask or Scott distillation flask which has been previously
tared in a digital balance, weight 10 to 15 grams of the blended
sample. Record the weight obtained.

5. Add to the distillation flask, 25-ml isopropyl alcohol and 50-ml
distilled water, measured with the 50-ml cylinder.

6. Place it in the electric heating mantle, with the connector tube (Fig.
1).

7. The condensed liquid is received in a 50-ml cylinder, the heating
mantle with the regulator is turned on and after 2 to 3 minutes, the
contents of the flask will begin to boil and then distill.

8. Once 30-ml of distilled liquid are obtained, the regulator is turned
off, and the tube and flask removed with protecting gloves for its
later cleaning. (It is very important that the condenser be rinsed
with distilled water and isopropyl alcohol after the analysis since
residues may remain affecting further determinations).

9. The 30-ml of distilled liquid are placed in a glass beaker, 10-ml of
hydrochloric acid solution (1:2) previously prepared with orange methyl
indicator are added with a pipette fitted with a suction rubber bulb.

10. The beaker content is placed on the electric stirrer with a magnetic
stirring bar for its moderate stirring, proceed with titration using
the potassium bromide-bromate solution 0.1N previously prepared;
solution is added dropwise. Titration is completed when the liquid
changes from pink to clear color. Record ml of solution used.

<PAGE> 14
11. The oil content in kg/ton of fruit of the sample is obtained through
the following formula:

Formula:

Oil kg/ton of fruit = AxNx 6.816x10
--------
M

where

A = ml of Bromide-Bromate potassium solution used.

N = Normality of Bromide-Bromate potassium solution used.

M = Weight in grams of the blended sample used.

DRAWING OF OIL DISTILLATION APPARATUS

<PAGE> 1

EXHIBIT 11 - STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
---------------------------------
1994 1995 1996
--------- --------- ---------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C>
PRIMARY
Average shares outstanding ....................................... 3,642 5,213 7,450
Net effect of dilutive stock options and warrants - based
in 1995 on the modified treasury stock method using
average market price .......................................... -- 397 193
========= ========= =========
Total ............................................................ 3,642 5,610 7,643
========= ========= =========
Net income (loss) ................................................ $ 1,015 $ 2,947 $ 543
Add interest savings, net of Federal income tax effect,
from assumed debt repayment ................................... -- 6 --
--------- --------- ---------
Total ............................................................ $ 1,015 $ 2,953 $ 543
========= ========= =========
Per share amount ................................................. $ 0.28 $ 0.53 $ 0.07
========= ========= =========

FULLY DILUTED
Average shares outstanding ....................................... 3,642 5,213 7,450
Net effect of dilutive stock options and warrants - based
in 1995 on the modified treasury stock method using the
greater of average market price or ending market price ......... -- 592 195
========= ========= =========
Total ............................................................ 3,642 5,805 7,645
========= ========= =========
Net income (loss) ................................................ $ 1,015 $ 2,947 $ 543
Add interest savings, net of Federal income tax effect, from
assumed debt repayment ......................................... -- 16 --
--------- --------- ---------
Total ............................................................ $ 1,015 $ 2,963 $ 543
========= ========= =========
Per share amount ................................................. $ 0.28 $ 0.51 $ 0.07
========= ========= =========
</TABLE>

<PAGE> 1

EXHIBIT 23.

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-78352-D) pertaining to The UniMark Group, Inc. 1994 Employee
Stock Option Plan and The UniMark Group, Inc. 1994 Stock Option Plan for
Directors of our report dated February 28, 1997, with respect to the financial
statements of The UniMark Group, Inc. included in this Annual Report on Form
10-K for the year ended December 31, 1996.

ERNST & YOUNG LLP

Dallas, Texas
March 26, 1997

<ARTICLE> 5
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 4,268
<SECURITIES> 0
<RECEIVABLES> 9,386
<ALLOWANCES> 142
<INVENTORY> 19,411
<CURRENT-ASSETS> 36,698
<PP&E> 31,889
<DEPRECIATION> 2,712
<TOTAL-ASSETS> 76,683
<CURRENT-LIABILITIES> 24,313
<BONDS> 4,332
86
0
<COMMON> 0
<OTHER-SE> 47,714
<TOTAL-LIABILITY-AND-EQUITY> 76,683
<SALES> 65,238
<TOTAL-REVENUES> 65,238
<CGS> 46,612
<TOTAL-COSTS> 46,612
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,407
<INCOME-PRETAX> (59)
<INCOME-TAX> (272)
<INCOME-CONTINUING> 213
<DISCONTINUED> 0
<EXTRAORDINARY> 330
<CHANGES> 0
<NET-INCOME> 543
<EPS-PRIMARY> .07
<EPS-DILUTED> .07

</TABLE>