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                                                                     EXHIBIT 4.1
                          REGISTRATION RIGHTS AGREEMENT
                              (SUIZA COMMON STOCK)

                                                                 January 1, 2000


Dairy Farmers of America, Inc.
Mid-Am Capital, L.L.C.
Northpointe Tower
Suite 1000
10220 N. Executive Hills Blvd.
Kansas City, MO 64153

Ladies and Gentlemen:

         Suiza Foods Corporation, a Delaware corporation (the "Company"), Dairy
Farmers of America, Inc., a Kansas cooperative marketing association ("DFA") and
Mid-Am Capital, L.L.C., a Delaware limited liability company ("Mid-Am"), (DFA
and Mid-Am, collectively, the "Holders"), among others, have formed Suiza Fluid
Dairy Group, L.P., a Delaware limited partnership (the "Venture"), through a
series of contributions, mergers and a redemption upon the terms set forth in an
Amended and Restated Contribution Agreement, Plan of Merger and Purchase
Agreement dated as of November 12, 1999 (the "Merger Agreement"). Pursuant to
the terms of that certain Amended and Restated Limited Partnership Agreement of
the Venture dated as of the date hereof (the "Partnership Agreement"), the
interests in the Venture held by the Holders are exchangeable, under certain
circumstances, for shares of common stock, $.01 par value per share, of the
Company ("Common Stock"). In accordance with the terms of the Partnership
Agreement, the Company agrees to register the resale of the Common Stock
issuable upon exchange of the interests in the Venture (the "Interests") held by
the Holders (such Common Stock, the "Registrable Securities") pursuant to the
terms and subject to the conditions set forth herein.

         1.       Definitions. Capitalized terms used herein without definition
shall have their respective meanings set forth in or pursuant to the Merger
Agreement. All references to Sections herein are to Sections of this Agreement
unless otherwise indicated. As used in this Agreement, the following capitalized
defined terms shall have the following meanings:

         "Affiliate" of any specified person means any other person which,
directly or indirectly, is in control of, is controlled by, or is under common
control with such specified person. For purposes of this definition, control of
a person means the power, direct or indirect, to direct or cause the direction
of the management and policies of such person whether by ownership, contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

         "Commission" means the Securities and Exchange Commission.
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         "Effectiveness Period" has the meaning set forth in Section 2(b)
hereof.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Prospectus" means the prospectus included in any Shelf Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A under the Securities Act), as
amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the Registrable Securities.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Shelf Registration" means a registration effected pursuant to Section
2 hereof.

         "Shelf Registration Statement" means a Shelf Registration Statement of
the Company pursuant to the provisions of Section 2 hereof filed with the
Commission which covers the Registrable Securities, on an appropriate form under
Rule 415 under the Securities Act, or any similar rule that may be adopted by
the Commission, amendments and supplements to such registration statement,
including post-effective amendments, in each case including the Prospectus
contained therein, all exhibits thereto and all material incorporated by
reference therein.

         2.       Shelf Registration.

                  (a) (i) The Company shall use its commercially reasonable
                      efforts to file, within sixty (60) calendar days following
                      the receipt by the Company of a written request therefore
                      (a "Demand Notice") by the Holders holding more than fifty
                      percent (50%) of the Registrable Securities (the "Demand
                      Date"), with the Commission a Shelf Registration Statement
                      relating to the offer and sale of the Registrable
                      Securities by the Holders in accordance with the methods
                      of distribution elected by the Holders and set forth in
                      such Shelf Registration Statement and, thereafter, shall
                      use commercially reasonable efforts to cause such Shelf
                      Registration Statement to be declared effective under the
                      Securities Act within one hundred twenty (120) calendar
                      days following the Demand Date; provided, however, that no
                      Holder shall be entitled to sell or otherwise transfer any
                      Registrable Securities held by it unless such Holder is in
                      compliance with Section 3(g) hereof.

                      (ii) Each Demand Notice shall specify the amount of
                      Registrable Securities proposed to be sold. Within fifteen
                      (15) calendar days after receipt of a Demand Notice, the
                      Company will give written notice thereof to the other
                      Holders, if any, and include in such registration all
                      Registrable Securities with respect to which the Company
                      has received written requests for inclusion therein within
                      ten (10) calendar days after the receipt by the applicable
                      Holder of the

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                  Company's notice. Each such request shall also specify the
                  method of disposition thereof.

                           (iii)    The Holders as a group shall be entitled to
                  make only one (1) demand on the Company pursuant to this
                  Agreement (and only after the exchange of the Interests), and
                  under no circumstances shall the Company be required to file
                  more than one (1) Shelf Registration Statement pursuant to
                  this Agreement.

                  (b)      The Company shall use its commercially reasonable
         efforts to keep the Shelf Registration Statement continuously effective
         in order to permit the Prospectus forming part thereof to be usable by
         Holders for a period (the "Effectiveness Period") from the date the
         Shelf Registration Statement is declared effective until the Company's
         obligation pursuant to this Section 2(b) is terminated upon the
         earliest of the following: (A) when all outstanding Registrable
         Securities held by the Holders which are not affiliates of the Company
         may be resold without registration under the Securities Act pursuant to
         Rule 144(k) under the Securities Act or any successor provision thereto
         or any other applicable law, rule or regulation, whether now in effect
         or hereinafter promulgated, adopted or issued, or (B) when all
         outstanding Registrable Securities have been sold pursuant to the Shelf
         Registration Statement; provided, that such Effectiveness Period will
         be extended by the aggregate number of days during which any Holders
         are prevented from selling Registrable Securities as a result of
         Section 4 of this Agreement.

         3.       Registration Procedures. In connection with any Shelf
Registration Statement, the following provisions shall apply:

                  (a) (1)  The Company shall advise the Holders:

                           (i)      when a Shelf Registration Statement, and any
                  amendment thereto, has been filed with the Commission and when
                  the Shelf Registration Statement or any post-effective
                  amendment thereto has become effective; and

                           (ii)     of any request by the Commission for
                  amendments or supplements to the Shelf Registration Statement
                  or the Prospectus included therein or for additional
                  information.

                      (2)  The Company shall advise the Holders:

                           (i)      of the issuance by the Commission of any
                  stop order suspending effectiveness of the Shelf Registration
                  Statement or the initiation of any proceedings for that
                  purpose; and

                           (ii)     of the receipt by the Company of any
                  notification with respect to the suspension of the
                  qualification of the securities included


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                  therein for sale in any jurisdiction or the initiation of any
                  proceeding for such purpose.

                  (b)      The Company shall use its commercially reasonable
         efforts to prevent the issuance, and, if issued, to obtain the
         withdrawal, of any order suspending the effectiveness of any Shelf
         Registration Statement at the earliest possible time.

                  (c)      The Company shall furnish to each Holder of
         Registrable Securities included within the coverage of any Shelf
         Registration Statement, without charge, at least one copy of such Shelf
         Registration Statement and any post-effective amendments thereto,
         including financial statements and schedules contained therein,
         provided, that the Company shall not be required to furnish to the
         Holders reports and other documents incorporated by reference in the
         Shelf Registration Statement or any exhibits thereto (including those
         incorporated by reference).

                  (d)      The Company shall, during the Effectiveness Period,
         deliver to each Holder of Registrable Securities included within the
         coverage of any Shelf Registration Statement, without charge, as many
         copies of the Prospectus (including each preliminary prospectus)
         included in such Shelf Registration Statement and any amendment or
         supplement thereto as such Holder may reasonably request, and the
         Company consents (except upon and during the continuance of any event
         described in Section 4) to the use of the Prospectus or any amendment
         or supplement thereto by each of the selling Holders of Registrable
         Securities in connection with the offering and sale of the Registrable
         Securities covered by the Prospectus or any amendment or supplement
         thereto during the Effectiveness Period.

                  (e)      Prior to any offering of Registrable Securities
         pursuant to any Shelf Registration Statement, the Company shall use its
         commercially reasonable efforts to register or qualify or cooperate
         with the Holders participating in an offering of the Registrable
         Securities and their respective counsel in connection with the
         registration or qualification of such Registrable Securities for offer
         and sale under the securities or blue sky laws of such jurisdictions in
         the United States as any such Holders reasonably request in writing and
         do any and all other acts or things necessary or advisable to enable
         the offer and sale in such jurisdictions of the Registrable Securities
         covered by such Shelf Registration Statement; provided, however, that
         in no event shall the Company be obligated to (i) qualify generally to
         do business or as a foreign corporation or as a dealer in securities in
         any jurisdiction where it would not otherwise be required to so qualify
         but for this Section 3(e), (ii) file any general consent to service of
         process in any jurisdiction where it is not as of the date hereof then
         so subject or (iii) subject itself to taxation in any such jurisdiction
         if it is not so subject.

                  (f)      Unless any Registrable Securities shall be in
         book-entry only form, the Company shall cooperate with the Holders to
         facilitate the timely preparation and delivery of certificates
         representing Registrable Securities to be sold pursuant to any Shelf
         Registration Statement free of any restrictive legends and in such
         permitted denominations


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         and registered in such names as the Holders may request in connection
         with the sale of Registrable Securities pursuant to such Shelf
         Registration Statement.

                  (g)      The Company may require each Holder of Registrable
         Securities to be sold pursuant to any Shelf Registration Statement to
         furnish to the Company such information regarding the Holder and the
         distribution by such Holder of such Registrable Securities required by
         law to be disclosed in the Shelf Registration Statement (the "Requisite
         Information") or as the Company may otherwise from time to time
         reasonably require for inclusion in such Shelf Registration Statement
         and the Company may exclude from such registration statement such
         information as to any Holder that fails to furnish such information
         within a reasonable time after receiving such request.

                  (h)      The Company shall use its commercially reasonable
         efforts to list, within fifteen (15) business days of the exchange of
         the Interests into Registrable Securities, all of the Registrable
         Securities covered by any Shelf Registration Statement on any national
         securities exchange or quotation system on which the Common Stock is
         then listed or quoted.

                  The Company shall file, within fifteen (15) business days of
         the receipt of notice from any Holder which includes the Requisite
         Information with respect to such Holder, with the Commission a
         Prospectus supplement pursuant to Rule 424 of the Securities Act, or
         any similar rule that may be adopted by the Commission, to amend or
         supplement such Shelf Registration Statement to include in the Shelf
         Registration Statement the Requisite Information as to such Holder (and
         the Registrable Securities held by such Holder), and the Company shall
         provide such Holder within fifteen (15) business days of such notice
         with a copy of such Prospectus as so amended or supplemented containing
         the Requisite Information in order to permit such Holder to comply with
         the Prospectus delivery requirements of the Securities Act in a timely
         manner with respect to any proposed disposition of such Holder's
         Registrable Securities.

                  No Holder shall be entitled to use the Prospectus unless and
         until such Holder shall have furnished the information required by this
         Section 3(g).

                  (i)      The Company shall use its commercially reasonable
         efforts to take all other steps necessary to effect the registration,
         offering and sale of the Registrable Securities covered by the Shelf
         Registration Statement contemplated hereby pursuant to such Shelf
         Registration Statement.

         4.       Standstill.

                  (a)      Any Holder participating in an offering of
         Registrable Securities will notify the Company two business days prior
         to selling any Registrable Securities pursuant to any Shelf
         Registration Statement. If, upon receipt of such a notice, the Company
         certifies to such Holder in writing that (i) due to a change in
         circumstances or a pending transaction, the Shelf Registration
         Statement contains an untrue statement of a material fact or omits


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         to state any material fact required to be stated therein or necessary
         to make the statements therein not misleading and (ii) the public
         disclosure required to correct such misstatement or omission would be
         injurious to the Company, then such Holder will refrain from selling
         any Registrable Securities pursuant to the Shelf Registration Statement
         for the period of time, not to exceed forty-five (45) days for each
         circumstance or transaction, requested by the Company. The Company will
         use commercially reasonable efforts to minimize the time period during
         which any Holder is required to refrain from selling Registrable
         Securities under this paragraph.

                  (b)      If, during the Effectiveness Period, the Company
         commences an underwritten offering of Common Stock on its own behalf or
         on behalf of selling stockholders, the Holders participating in an
         offering of Registrable Securities will refrain from selling
         Registrable Securities pursuant to the Shelf Registration Statement for
         a period of time beginning ten (10) days before the anticipated
         effective date of the Company's offering (as disclosed by the Company
         to such Holders in writing) and ending ninety (90) days after such
         effective date (or thirty (30) days after the beginning of such period,
         if such effective date has not yet occurred).

         5.       Registration Expenses. The Company shall bear all fees and
expenses incurred in connection with the performance of its obligations under
Sections 2 and 3 hereof.
         6.       Indemnification and Contribution.

                  (a)      In connection with any Shelf Registration Statement,
         the Company shall indemnify and hold harmless each Holder participating
         in an offering of Registrable Securities, each Person, if any, who
         controls any such Holder within the meaning of Section 15 of the
         Securities Act or Section 20 of the Exchange Act and each Holder's
         respective directors, officers, employees, trustees and agents, as
         follows:

                           (i)      against any and all loss, liability, claim,
                  damage and expense whatsoever, as incurred, arising out of or
                  based upon any untrue statement or alleged untrue statement of
                  a material fact contained in any Shelf Registration Statement
                  (or any amendment thereto) covering Registrable Securities,
                  including all documents incorporated therein by reference, or
                  the omission or alleged omission therefrom of a material fact
                  required to be stated therein or necessary to make the
                  statements therein not misleading or arising out of any untrue
                  statement or alleged untrue statement of a material fact
                  contained in any Prospectus (or any amendment or supplement
                  thereto) or the omission or alleged omission therefrom of a
                  material fact required to be stated therein or necessary in
                  order to make the statements therein not misleading;

                           (ii)     against any and all loss, liability, claim,
                  damage and expense whatsoever, as incurred, to the extent of
                  the aggregate amount paid in settlement of any litigation or
                  any investigation or proceeding by any governmental agency or
                  body, commenced or threatened, or of any claim whatsoever
                  based upon any such


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                  untrue statement or omission, or any such alleged untrue
                  statement or omission, if such settlement is effected with the
                  written consent of the Company; and

                           (iii)    against any and all expenses whatsoever, as
                  incurred (including reasonable fees and disbursements of
                  counsel chosen by the Holders or such Holder (except to the
                  extent otherwise expressly provided in Section 6(c) hereof)),
                  reasonably incurred in investigating, preparing or defending
                  against any litigation, or any investigation or proceeding by
                  any governmental agency or body, commenced or threatened, or
                  any claim whatsoever based upon any such untrue statement or
                  omission, or any such alleged untrue statement or omission, to
                  the extent that any such expense is not paid under
                  subparagraph (i) or (ii) of this Section 6(a);

         provided, that this indemnity shall not apply to any loss, liability,
         claim, damage or expense to the extent arising out of an untrue
         statement or omission or alleged untrue statement or omission (i) made
         in reliance upon and in conformity with written information furnished
         to the Company by such Holder participating in an offering of
         Registrable Securities in writing expressly for use in the Shelf
         Registration Statement (or any amendment thereto) or any Prospectus (or
         any amendment or supplement thereto) or (ii) contained in any
         preliminary prospectus if such Holder failed to send or deliver a copy
         of the Prospectus (or any amendment or supplement thereto) to the
         Person asserting such losses, claims, damages or liabilities on or
         prior to the delivery of written confirmation of any sale of securities
         covered thereby to such Person in any case where such Prospectus (or
         any amendment or supplement thereto) would have cured the defect giving
         rise to such loss, claim, damage or liability, unless the failure to so
         send or deliver such Prospectus (or any amendment or supplement
         thereto) was caused by the failure of the Company to provide a copy of
         such Prospectus (or any amendment or supplement thereto) in accordance
         with the terms of this Agreement. Any amounts advanced by the Company
         to an indemnified party pursuant to this Section 6 as a result of such
         losses shall be returned to the Company if it shall be finally
         determined by such a court in a judgment not subject to appeal or final
         review that such indemnified party was not entitled to indemnification
         by the Company.

                  (b)      Each Holder participating in an offering of
         Registrable Securities agrees, severally and not jointly, to indemnify
         and hold harmless the Company and the other selling Holders and each of
         their respective directors, officers (including each officer of the
         Company who signed the Shelf Registration Statement), employees,
         trustees and agents and each Person, if any, who controls the Company,
         or any other selling Holder within the meaning of Section 15 of the
         Securities Act or Section 20 of the Exchange Act, from and against any
         and all loss, liability, claim, damage and expense whatsoever described
         in the indemnity contained in Section 6(a) hereof, as incurred, but
         only with respect to untrue statements or omissions, or alleged untrue
         statements or omissions, made in the Shelf Registration Statement (or
         any amendment thereto) or any Prospectus (or any amendment


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         or supplement thereto) in reliance upon and in conformity with written
         information furnished to the Company by such selling Holder expressly
         for use in the Shelf Registration Statement (or any amendment thereto)
         or any Prospectus (or any amendment or supplement thereto); provided,
         however, that no such Holder shall be liable for any claims hereunder
         in excess of the amount of net proceeds received by such Holder from
         the sale of Registrable Securities pursuant to the Shelf Registration
         Statement.

                  (c)      Each indemnified party shall give prompt notice to
         each indemnifying party of any action commenced against it in respect
         of which indemnity may be sought hereunder, enclosing a copy of all
         papers served on such indemnified party, but failure to so notify an
         indemnifying party shall not relieve such indemnifying party from any
         liability which it may have otherwise than under this Section 6 unless
         and to the extent it is not prejudiced as a proximate result of such
         failure. An indemnifying party may participate at its own expense in
         the defense of any such action. If an indemnifying party so elects
         within 30 days after receipt of such notice, such indemnifying party,
         jointly with any other indemnifying party, may assume the defense of
         such action with counsel chosen by it (subject to the approval of the
         indemnified parties defendant in such action, which approval shall not
         be unreasonably withheld), unless such indemnified party reasonably
         determines that there may be legal defenses available to such
         indemnified party which are different from or in conflict with those
         available to such indemnifying party. If an indemnifying party is not
         entitled to assume the defense of such action as a result of the
         proviso to the preceding sentence, counsel for such indemnifying party
         shall be entitled to conduct the defense of such indemnifying party and
         counsel for each indemnified party or parties shall be entitled to
         conduct the defense of such indemnified party or parties, with the
         reasonable expenses and fees of one such separate counsel (in addition
         to any local counsel) and other expenses of the indemnified party or
         parties related to the defense of such action to be paid by the
         indemnifying party. If an indemnifying party assumes the defense of an
         action in accordance with and as permitted by the provisions of this
         paragraph, such indemnifying party shall not be liable for any fees and
         expenses of counsel for the indemnified parties incurred thereafter in
         connection with such action. In no event shall the indemnifying party
         or parties be liable for the fees and expenses of more than one counsel
         (in addition to any local counsel) separate from its own counsel for
         all indemnified parties in connection with any one action or separate
         but similar or related actions in the same jurisdiction arising out of
         the same general allegations or circumstances. The indemnifying party
         shall not be liable for any loss, liability, claim, damage or expense
         by reason of any settlement of any such action or proceeding effected
         without the indemnifying party's prior written consent, which consent
         shall not be unreasonably withheld. No indemnifying party shall,
         without the written consent of the indemnified party, effect the
         settlement or compromise of, or consent to the entry of any judgment
         with respect to, any pending or threatened action or claim in respect
         of which indemnification or contribution may be sought hereunder unless
         such settlement, compromise or judgment (i) includes an unconditional
         release of the indemnified party from all liability arising out of such
         action or claim, (ii) does not include a statement as to or an
         admission of fault, culpability or a failure to act, by or on behalf
         of, the indemnified party and (iii) does not include any payment or
         consideration by the indemnified party that is not covered by the
         indemnification provisions of this Agreement.

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                  (d)      In order to provide for just and equitable
         contribution in circumstances in which the indemnity provision
         agreement provided for in this Section 6 is for any reason held to be
         unavailable to the indemnified parties although applicable in
         accordance with its terms, the Company, and the Holders participating
         in an offering of Registrable Securities shall contribute to the
         aggregate losses, liabilities, claims, damages and expenses of the
         nature contemplated by said indemnity agreement incurred by the
         indemnified party, as incurred; provided, that no Person guilty of
         fraudulent misrepresentation (within the meaning of Section 11(f) of
         the Securities Act) shall be entitled to contribution from any Person
         that was not guilty of such fraudulent misrepresentation. As between
         the Company and the Holders, such parties shall contribute to such
         aggregate losses, liabilities, claims, damages and expenses of the
         nature contemplated by such indemnity agreement in such proportion as
         shall be appropriate to reflect the relative fault of the Company, on
         the one hand, and the Holders, on the other hand, with respect to the
         statements or omissions which resulted in such loss, liability, claim,
         damage or expense, or action in respect thereof, as well as any other
         relevant equitable considerations. The relative fault of the Company,
         on the one hand, and of the Holders, on the other hand, shall be
         determined by reference to, among other things, whether the untrue or
         alleged untrue statement of a material fact or the omission or alleged
         omission to state a material fact relates to information supplied by
         the Company, on the one hand, or by or on behalf of the Holders, on the
         other, and the parties' relative intent, knowledge, access to
         information and opportunity to correct or prevent such statement or
         omission. The Company and the Holders agree that it would not be just
         and equitable if contributions pursuant to this Section 6 were to be
         determined by pro rata allocation or by any other method of allocation
         that does not take into account the relevant equitable considerations.
         Notwithstanding the provisions of this Section, no Holder shall be
         required to contribute any amount in excess of the net proceeds
         received by such Holder from the sale of Registrable Securities
         pursuant to the Shelf Registration Statement. For purposes of this
         Section 6(d), each director, officer, employee, trustee, agent and
         Person, if any, who controls a Holder within the meaning of Section 15
         of the Securities Act or Section 20 of the Exchange Act shall have the
         same rights to contribution as such Holder, and each director, officer,
         employee, trustee and agent of each of the Company, and each Person, if
         any, who controls the Company within the meaning of Section 15 of the
         Securities Act or Section 20 of the Exchange Act shall have the same
         rights to contribution as the Company. No party shall be liable for
         contribution with respect to any action, suit, proceeding or claim
         settled without its written consent.

         7.       Miscellaneous.

                  (a)      No Inconsistent Agreements; Other Registration
         Rights. The Company shall not enter into any agreement with respect to
         its securities that is inconsistent with the rights granted to the
         Holders in this Agreement or otherwise conflicts with the provisions
         hereof. The Company is not currently a party to any agreement granting
         any registration rights with respect to any of its securities to any
         person which conflicts with the Company's obligations hereunder or
         gives any other party the right to include any


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         securities in any Registration Statement filed pursuant hereto (except
         in each case, as have been waived).

                  (b)      Amendments and Waivers. The provision of this
         Agreement, including the provisions of this sentence, may not be
         amended, qualified, modified or supplemented, and waivers or consents
         to departures from the provisions hereof may not be given, unless the
         Company has obtained the written consent of the Holders representing
         more than fifty percent (50%) of the Registrable Securities from time
         to time.

                  (c)      Notices. All notices and other communications
         provided for or permitted hereunder shall be made in writing by
         hand-delivery, first-class mail, telex, telecopier, or air courier
         guaranteeing overnight delivery:

                           1)       if to a Holder, at the address of such
                  Holder as it appears on the register for the Common Stock; and

                           2)       if to the Company, initially at its address
                  set forth in the Merger Agreement.

                  All such notices and communications shall be deemed to have
                  duly given when received, if delivered in person or by fax;
                  five days after mailing, if sent by mail, or the day following
                  transmission, if sent by overnight courier.

                  The Company by notice to the others may designate additional
         or different addresses for subsequent notices or communications.

                  (d)      Successors and Assigns. This Agreement shall inure to
         the benefit of and be binding upon the permitted successors and assigns
         of each of the parties.

                  (e)      Counterparts. This Agreement may be executed in any
         number of counterparts and by the parties hereto in separate
         counterparts, each of which when so executed shall be deemed to be an
         original and all of which taken together shall constitute one and the
         same agreement.

                  (f)      Headings. The headings in this Agreement are for
         convenience of reference only and shall not limit or otherwise affect
         the meaning hereof.

                  (g)      Governing Law. This Agreement shall be governed by
         the internal laws of the State of Delaware, without regard to
         principles of conflicts of law.

                  (h)      Severability. In the event that any one or more of
         the provisions contained herein, or the application thereof in any
         circumstances, is held invalid, illegal or unenforceable in any respect
         for any reason, the validity, legality and enforceability of any such
         provision in every other respect and of the remaining provisions hereof
         shall not be in


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         any way impaired or affected thereby, it being intended that all of the
         rights and privileges of the parties shall be enforceable to the
         fullest extent permitted by law.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



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         IN WITNESS WHEREOF, the parties hereto, intending to be legally bound,
have executed this Agreement as of the day and year first above written.

                                         Very truly yours,

                                         SUIZA FOODS CORPORATION


                                         By:    /s/ MICHELLE GOOLSBY
                                               --------------------------------
                                         Name:  Michelle Goolsby
                                               --------------------------------
                                         Title: Executive Vice President,
                                               --------------------------------
                                                Secretary & General Counsel
                                               --------------------------------

                                         DAIRY FARMERS OF AMERICA, INC.


                                         By:    /s/ GARY E. HANMAN
                                               --------------------------------
                                         Name:  Gary E. Hanman
                                               --------------------------------
                                         Title: President &
                                               --------------------------------
                                                Chief Executive Officer
                                               --------------------------------
                                         MID-AM CAPITAL, L.L.C.


                                         By:    /s/ GERALD L. BOS
                                               --------------------------------
                                         Name:  Gerald L. Bos
                                               --------------------------------
                                         Title: Chief Executive Officer &
                                               --------------------------------
                                                Treasurer
                                               --------------------------------


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