Exhibit 10.35

                     COLORADO BREEDING FARM SIDE AGREEMENT


     THIS COLORADO BREEDING FARM SIDE AGREEMENT is made and entered into as of
the 11th  day of April, 1997, by and between Alliance Farms Cooperative
Association (hereinafter "Alliance") and Farmland Industries, Inc. (hereinafter
"Farmland").

     WHEREAS, Farmland has entered into various agreements with certain
producers for the care and feeding of swine on facilities of the producers;

     WHEREAS, Alliance desires to contract for the use of such facilities for
the feeding and care by Alliance of development gilts owned by Alliance pursuant
to one or more Colorado Breeding Farm Agreements among Alliance, Farmland and
certain producers;

     WHEREAS, in order to induce Farmland to enter into such Colorado Breeding
Farm Agreements which permit Alliance to have access to the facilities of
certain producers and, thus, suspend Farmland's access to such facilities for
its livestock production operations, Alliance is willing to enter into this
Agreement;

     NOW, THEREFORE, the parties agree as follows:

     1.   Farmland agrees to use its reasonable efforts in assisting Alliance
identify producers willing to enter into Colorado Breeding Farm Agreements with
Alliance and Farmland.

     2.   With respect to each Colorado Breeding Farm Agreement entered into by
Alliance, Farmland and a producer, Alliance shall pay to Farmland, during the
term of the applicable Colorado Breeding Farm Agreement, a monthly payment equal
to (a) $1.00 per pig space subject to the Colorado Breeding Farm Agreement,
divided by (b) 12, which payment shall be paid to Farmland approximately 14 days
after the start of each month.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.

ALLIANCE FARMS COOPERATIVE ASSOCIATION


By:
Name:
Title:

FARMLAND INDUSTRIES, INC.


By:
Name:
Title: