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                                                                    Exhibit 10.1


                               LICENSE AGREEMENT


THIS AGREEMENT, made this 24th day of July, 2002 to be effective at the close of
business on July 31, 2002 (hereinafter the "Effective Date"), by and between
Land O'Lakes, Inc., a Minnesota cooperative corporation with its principal place
of business in Arden Hills, Minnesota (hereinafter together with its successors
and assigns "LOL") and Dean Foods Company, a Delaware corporation with its
principal place of business in Dallas, Texas (hereinafter together with its
successors and assigns "DFC",) Morningstar Foods, Inc., a wholly owned affiliate
of DFC (hereinafter together with its successors and assigns "Morningstar"), and
Dairy Marketing Alliance, LLC, a Delaware limited liability company with its
principal place of business in Arden Hills, Minnesota (hereinafter "DMA").

WHEREAS, LOL entered into a License Agreement dated July 10, 2000 with Landean,
LLC, which company later changed its name to Dairy Marketing Alliance, LLC; and

WHEREAS, Dean Holding Company, formerly Dean Foods Company ("Dean Holding"), a
wholly owned subsidiary of DFC, and LOL are joint owners and members of DMA; and

WHEREAS, Dean Holding and LOL have agreed that as of the Effective Date DMA
shall be dissolved; and

WHEREAS, as part of the dissolution of DMA, LOL and DFC agreed to enter into
this License Agreement and assign the Hood Licenses to DFC; and

WHEREAS, also as a part of the dissolution of DMA, LOL and DFC, or one or its
affiliates, have agreed to enter into a license agreement for the sale by DFC of
certain sour cream products to the foodservice channel of trade (the
"Foodservice License Agreement") and two copack agreements for the processing by
DFC of certain creamer (the "Creamer Co-Pack Agreement") and sour cream products
(the "Sour Cream Co-Pack Agreement") for LOL.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, the parties agree as follows:

1.       Definitions.

         The following definitions shall apply for the purposes of this
Agreement:

         1.1      Basic Dairy Products - The term "Basic Dairy Products" shall
                  mean only those products set forth in Exhibit A to this
                  Agreement, attached hereto and hereby incorporated by
                  reference.

         1.2      Combination Products -- The term "Combination Products"
                  shall mean only such refrigerated or shelf-stable products
                  wherein such product contains as a total of its finished
                  product formula at least seventy-five (75) percent or more
                  of one or more of the following products: any Basic Dairy
                  Product, light cream (131.155), heavy cream (131.150), light
                  whipping cream (131.155), half & half (131.180), sour cream
                  (131.160), or acidified sour cream (131.162); provided,
                  however, Combination

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                  Products shall not include any product which is excluded
                  from the definition of Licensed Products as set forth in
                  Exhibit B or which contains a total of its finished product
                  formula less than seventy-five (75) percent of one or more
                  of the Licensed Products and all rights to such "less than
                  seventy-five (75) percent products" shall be retained by
                  LOL.

         1.3      Content Claim - The term "Content Claim" shall mean any
                  nutrient content claim as described in 21 CFR or any other
                  claim made with respect to a product that expressly
                  characterizes the addition or deletion of an ingredient as
                  adding value to the product.

         1.4.     Cream Products - The term "Cream Products" shall mean only
                  refrigerated or shelf-stable half & half as defined by 21
                  CFR Section 131.180; light cream as defined by 21 CFR
                  Section 131.155; light whipping cream as defined by 21 CFR
                  Section 131.157; heavy whipping cream as defined by 21 CFR
                  Section 131.150; and whipping cream in aerosol form,
                  flavored and unflavored, to the extent such products either
                  (i) meet the standard of identity for such products (if
                  applicable) as set forth in April 1998 edition of the CFR or
                  as may be amended in the future or (ii) make any Content
                  Claim; provided, however, Creamers, as defined herein, are
                  expressly excluded from the definition of Cream Products.

         1.5      Creamers -- The term "Creamers" shall mean only refrigerated
                  or shelf-stable dairy or non-dairy, flavored or unflavored
                  coffee creamers, with or without a fat reduction claim,
                  packaged in single serving packages of four (4) ounces or
                  less.

         1.6      Grip `N Go Intellectual Property -- The term "Grip `n Go
                  Intellectual Property" shall mean the patented bottle utilized
                  to package Grip `n Go(TM) beverage products (US Patent Number
                  D428,813).

         1.7      Gross Sales -- The term "Gross Sales" shall mean all revenue
                  from sales of Licensed Products less the actual cost of
                  reasonable returns. Gross Sales shall include all revenue from
                  sales of Hood Cream Products and Hood Sour Cream Products sold
                  by Hood pursuant to the Hood License Agreements. Gross Sales
                  shall not include revenue from sales of products co-packed by
                  DFC or any of its affiliates for LOL.

         1.8      Hood Cream Products -- The term "Hood Cream Products" shall
                  mean only half & half as defined by 21 CFR Section 131.180;
                  fat-free half & half; heavy whipping cream as defined by 21
                  CFR Section 131.150; and whipping cream in aerosol form in
                  regular and chocolate flavors, and in each case bearing a
                  Trademark on the package. Hood Cream Products is defined to
                  include all package sizes eight (8) ounces or greater;
                  provided, however, DMA must approve in writing, which
                  approval may be granted or withheld by DMA in its sole
                  discretion, any package size before such size of Hood Cream
                  Product is marketed or sold.

         1.9      Hood Cream Territory - The term "Hood Cream Territory" shall
                  mean only the distribution channels specified below and
                  located within those states (and portions



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                  thereof) set forth in Exhibit C attached hereto and hereby
                  incorporated by reference. The distribution channels are:
                  retail grocery stores, food and dairy wholesalers,
                  convenience stores, military commissaries, and dairy
                  distributors, but expressly excluding foodservice accounts
                  and distributors, club stores (including but not limited to
                  Costco and Sam's), and mass merchandisers (including but not
                  limited to Wal-Mart, Target, and K-Mart); but expressly
                  including BJ's and to those accounts to which Hood sold
                  product under the June 25, 1996 License Agreement between
                  LOL and Hood.

         1.10     Hood Sour Cream Products -- The term "Hood Sour Cream
                  Products" shall mean only sour cream as defined by 21 CFR
                  Section 131.160, light sour cream, and no-fat sour cream, and
                  in each case bearing a Trademark on the package. Hood Sour
                  Cream Products is defined to include all package sizes;
                  provided, however, DMA must approve in writing, which approval
                  may be granted or withheld by DMA in its sole discretion, any
                  package size before such size of Hood Sour Cream Products is
                  marketed or sold.

         1.11     Hood Sour Cream Territory - The term "Hood Sour Cream
                  Territory" shall mean only the distribution channels specified
                  below and located within those states (and portions thereof)
                  set forth in Exhibit D attached hereto and hereby incorporated
                  by reference. The distribution channels are: retail grocery
                  stores, food and dairy wholesalers, convenience stores,
                  military commissaries, and dairy distributors, but expressly
                  excluding foodservice accounts and distributors, club stores
                  (including but not limited to Costco and Sam's), and mass
                  merchandisers (including but not limited to Wal-Mart, Target,
                  and K-Mart); but expressly including BJ's and to those
                  accounts to which Hood sold product under the May 12, 1998
                  License Agreement between LOL and Hood.

         1.12     Infant Formula Products -- The term "Infant Formula Products"
                  shall mean only shelf-stable or refrigerated, liquid, cow's
                  milk-based or soy-based replacement for human breast milk and
                  which products comply with the requirements of 21 CFR Sections
                  106 and 107 and such other requirements as may be imposed from
                  time to time by the US Food and Drug Administration.

         1.13     Licensed Products -- The term "Licensed Products" shall mean
                  only those products set forth in Exhibit B attached hereto and
                  hereby incorporated by reference.

         1.14     Small Bottle Milk - The term "Small Bottle Milk" shall mean
                  only milk (as defined in 21 Code of Federal Regulations
                  Section 131.110, 1998 edition or as may be amended in the
                  future), refrigerated, or shelf-stable, with or without a fat
                  and/or lactose reduction claim, packaged in plastic packaging
                  containing less than 40 fluid ounces.

         1.15     Small Bottle Nutritional Milk -- The term "Small Bottle
                  Nutritional Milk" shall mean only milk (as defined in 21
                  Code of Federal Regulations Section 131.110, 1998 edition or
                  as may be amended in the future) refrigerated or
                  shelf-stable packaged in



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                  plastic packaging containing less than 40 fluid ounces and
                  containing any Content Claim in addition to or other than
                  just fat and/or lactose reduction claims.

         1.16     Sour Cream Products - The term "Sour Cream Products" shall
                  mean only refrigerated or shelf-stable sour cream as defined
                  by 21 CFR Section 131.160 and acidified sour cream as defined
                  by 21 CFR Section 131.162 to the extent such products either
                  (i) meet the standard of identity for such products as set
                  forth in April 1998 edition of the CFR or as may be amended in
                  the future or (ii) make any Content Claim .

         1.17     Soy Beverage Products -- The term "Soy Beverage Products"
                  shall mean only refrigerated or shelf-stable soy milk and
                  other soy-based beverage products whether or not such soy milk
                  or other soy-based beverage products make any Content Claims .

         1.18     Territory - The term "Territory" shall mean only the fifty
                  states of the United States, Puerto Rico, and the country of
                  Canada.

         1.19     Trademarks - The term "Trademarks" shall mean only those
                  trademarks set forth in Exhibit E attached hereto and hereby
                  incorporated by reference.

         1.20     Value Added Dairy Products -- The term "Value Added Dairy
                  Products" shall mean any refrigerated or shelf-stable product
                  that fails to meet the definition of Basic Dairy Product only
                  because it makes a Content Claim other than a Royalty Free
                  Content Claim as described in Exhibit A to this Agreement,
                  attached hereto and hereby incorporated by reference.

2.       Grant of License.

         Subject to the terms and conditions set forth herein:

         2.1      Except as otherwise noted herein and subject to the rights
                  granted to H. P. Hood, Inc. ("Hood") pursuant to two (2)
                  License Agreements between DMA and Hood dated January 1,
                  2002 (the "Hood Licenses"), LOL grants to DFC/Morningstar an
                  exclusive, royalty bearing or royalty-free (depending on the
                  specific product) license to utilize Trademarks in Territory
                  on all sizes and types of packaging and in all channels of
                  trade in connection with the manufacture, marketing,
                  promotion, distribution, and sale of Licensed Products.

         2.2      The right to utilize Trademarks in connection with the
                  manufacture, marketing, promotion, distribution, and sale of
                  Sour Cream Products in Territory directly or indirectly to
                  institutional accounts is expressly excluded from this license
                  and is expressly reserved by LOL.

         2.3      The right to utilize Trademarks in connection with the
                  manufacture, marketing, promotion, distribution, and sale of
                  Creamers shall be exclusive to DFC/Morningstar except that LOL
                  shall also have the right to manufacture, market,


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                  promote, distribute, and sell Creamers utilizing Trademarks
                  to club stores, national accounts, and full line
                  distributors only. LOL shall not grant such rights to
                  others; provided however, LOL shall have the right to grant
                  a license to third parties for the purpose of manufacturing
                  and/or distributing Creamers on behalf of LOL for sale to
                  club stores, national accounts, and full line distributors.

         2.4      In the event DFC sells one or more Value Added Dairy Products
                  under a preponderance of DFC's regionally branded volume of
                  comparable products or such Value Added Dairy Products are
                  sold as a preponderance of volume of comparable products sold
                  in Territory by third parties, the parties agree that on the
                  date LOL receives written notice and documentation reasonably
                  satisfactory to LOL that DFC has met the preponderance tests
                  set forth above, the sales of such Value Added Dairy
                  Product(s) shall be on a royalty-free basis.

         2.5      The parties agree that products may be added to the definition
                  of Licensed Products from time to time by the mutual written
                  agreement of the parties; provided, however, nothing herein
                  shall prohibit or restrict in any way LOL from manufacturing
                  and selling, directly or indirectly, any product not expressly
                  licensed to DFC/Morningstar hereunder. Any products added to
                  the definition of Licensed Products shall be on a
                  royalty-bearing basis which royalty is mutually agreed upon by
                  DFC/Morningstar and LOL and is consistent with the royalty
                  rates set forth in this Agreement, taking into consideration
                  the expected research and development, advertising, marketing,
                  promotion, and other costs and the expected distribution and
                  positioning of such product.

         2.6      DFC/Morningstar shall not allow any product for which a
                  license is hereunder granted to be manufactured for it by any
                  third party without LOL's prior written consent.

         2.7      Except as set forth in Section 28 hereof, DFC/Morningstar
                  shall not assign the license granted hereunder nor grant any
                  license or sublicense to utilize Trademarks for any reason;
                  provided, however, the parties agree that DFC/Morningstar may
                  sublicense the rights granted herein to any wholly owned
                  subsidiary of DFC or assign such license to any subsidiary or
                  affiliate which is controlled and majority owned by DFC. In
                  the event of any such assignment or sublicense, the parties
                  expressly agree that DFC shall remain responsible for all of
                  the obligations set forth in this Agreement.

         2.8      Except as provided above, LOL agrees that it shall not use
                  Trademarks in connection with the sale of Licensed Products in
                  Territory, but nothing herein shall prohibit LOL from using or
                  permitting third parties to use Trademarks in Territory on any
                  products other than Licensed Products, or outside of Territory
                  on any product and LOL expressly reserves the right to do so.
                  All rights not expressly licensed hereunder to DFC/Morningstar
                  are retained by LOL.



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         2.9      Subject to the Hood Licenses and the rights reserved by LOL in
                  Section 2.3, LOL grants to DFC an exclusive, royalty-free
                  license to the formula owned by LOL for fat-free half and half
                  (the "Formula").

        2.10      LOL grants to DFC an exclusive, royalty bearing license to use
                  the Grip `N Go Intellectual Property in connection with any of
                  the Licensed Products.





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3.       Trademark Rights.

         3.1      DFC/Morningstar hereby acknowledges the validity of Trademarks
                  and LOL's ownership of Trademarks.  DFC/Morningstar further
                  acknowledges the reasonableness and validity of this
                  Agreement.

         3.2      DFC/Morningstar agrees that nothing herein shall give
                  DFC/Morningstar any right, title or interest in Trademarks,
                  except the right to use Trademarks in accordance with the
                  terms of this Agreement. DFC/Morningstar further agrees that
                  Trademarks are the sole property of LOL and any goodwill
                  generated from any and all uses of Trademarks shall inure to
                  the benefit of LOL. DFC/Morningstar agrees that nothing herein
                  shall give DFC/Morningstar any right, title or interest in any
                  of LOL's Trademarks, except the right to use Trademarks in
                  accordance with the terms and conditions of this Agreement.

         3.3      DFC/Morningstar agrees to assign to LOL, in the event of
                  termination of this Agreement, and without additional
                  consideration, any rights and equities related to Trademarks
                  and any goodwill incidental to such rights that may be vested
                  or believed to be vested in DFC/Morningstar as the result of
                  the activities of DFC/Morningstar pursuant to this Agreement.

         3.4      DFC/Morningstar acknowledges and desires to maintain the
                  validity of Trademarks and the valuable goodwill associated
                  with Trademarks for the benefit of LOL. DFC/Morningstar
                  agrees, therefore, to use Trademarks rights in accordance with
                  the Brand and Trademark Usage Manual provided to DFC by LOL
                  together with such reasonable changes to such Manual as may be
                  made from time to time by LOL and proper trademark usage and
                  consistent with the character and image of Trademarks.
                  DFC/Morningstar shall not, directly or indirectly, attack or
                  assist a third party in attacking the validity of Trademarks.

         3.5      DFC/Morningstar shall not claim any ownership rights in or to
                  Trademarks or the goodwill associated therewith or use any
                  trademark or tradename confusingly similar to the trademarks
                  which are included in Trademarks.

         3.6      DFC/Morningstar agrees, upon the request and at the sole cost
                  and expense of LOL, to aid and assist LOL in the registration
                  and maintenance of Trademarks and in any litigation or
                  resolution of claims with respect to Trademarks, as LOL may
                  request.

4.       Term.

         The initial term of this Agreement shall commence on the day and year
         first above written and shall continue in perpetuity unless terminated
         by either party as provided for in Section 11.


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5.       Quality Control.

         5.1      DFC/Morningstar desires to maintain the validity of Trademarks
                  and goodwill associated therewith and DFC/Morningstar agrees,
                  therefore, to maintain high standards in manufacturing and
                  packaging of Licensed Products.

         5.2      DFC/Morningstar agree that Licensed Products shall be
                  manufactured, packaged, stored, distributed and sold in
                  accordance with all applicable federal, state or local laws,
                  regulations, rules and guidelines, including but not limited
                  to good manufacturing practices prevailing in the industry,
                  now in effect or which may hereinafter come into effect.

         5.3      DFC/Morningstar agree that Licensed Products shall be
                  manufactured and packaged in accordance with the formulas,
                  specifications, and samples mutually approved by
                  DFC/Morningstar and LOL prior to the initial manufacture of
                  each and every Licensed Products by DFC/Morningstar or a third
                  party manufacturer. The parties agree that all formulas and
                  specifications utilized by LOL, DMA or DFC as of the Effective
                  Date of this Agreement shall be deemed approved by LOL. In the
                  event DFC/Morningstar desires to make any modifications to the
                  formulas or specifications for Licensed Products, it shall
                  provide LOL with written notice of DFC/Morningstar's desire to
                  make such modifications. LOL shall respond to
                  DFC/Morningstar's request for such modifications as soon as
                  reasonably possible, but in no event more than thirty (30)
                  days after LOL's receipt of DFC/Morningstar's notice of the
                  proposed modifications or LOL's approval of the proposed
                  modifications shall be presumed. The parties agree that no
                  modifications shall be made to the formulas or specifications
                  for Licensed Products without LOL's prior approval, which
                  consent shall not be unreasonably withheld.

         5.4      DFC/Morningstar agrees to provide LOL, at DFC/Morningstar's
                  expense, with reasonable samples of Licensed Products, on a
                  quarterly basis, upon receipt of requests from LOL. Any
                  samples requested by LOL more frequently than on a quarterly
                  basis shall be at LOL's expense.

         5.5      DFC/Morningstar shall allow LOL, or its designated
                  representative, to inspect, on a confidential basis, a copy of
                  all DFC's quality control manuals that relate to the safety
                  and quality of the manufacture, packaging and storage of
                  Licensed Products. DFC/Morningstar agrees to manufacture,
                  package and store Licensed Products in strict accordance with
                  such manuals.

         5.6      DFC shall keep and maintain, for a period of at least two (2)
                  years following each production run, complete and accurate
                  production, quality control and distribution records relating
                  to Licensed Products. LOL shall have the right to inspect all
                  such records on a confidential basis during normal business
                  hours and subsequent to providing DFC with at least
                  forty-eight (48) hours prior notice.



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6.       Quality Assurance.

         6.1      DFC/Morningstar agrees to provide for and allow duly
                  authorized representatives of LOL, on a confidential basis, to
                  inspect and test all DFC/Morningstar and any third party
                  facilities at which Licensed Products are going to be
                  manufactured prior to the initial manufacture and on a
                  semi-annual basis thereafter. The parties agree that all
                  facilities that have been approved by LOL prior to the
                  Effective Date do not need to be re-approved by LOL prior to
                  the initial manufacturing of Licensed Products pursuant to
                  this License Agreement. LOL agrees any such inspections shall
                  be on confidential basis during normal business hours and
                  further agrees to provide DFC/Morningstar with at least
                  forty-eight (48) hours prior notice of any such inspection.
                  The parties agree that except in the event DFC/Morningstar's
                  facilities are unsanitary, are not in compliance with
                  applicable laws, regulations, or rules, or conditions exist
                  which do or may cause a health risk relating to Licensed
                  Products, the QA representatives of LOL shall not disclose
                  specific information relating to DFC/Morningstar's facilities.

         6.2      If any such facilities are in unsanitary condition or do not
                  otherwise comply with applicable law or government
                  regulations, or with the terms of this Agreement, or if in
                  LOL's determination they pose a risk of producing products not
                  in accordance with the product and packaging specifications,
                  DFC/Morningstar agrees that it or its representative shall
                  initiate such actions as may be necessary to correct the
                  deficiencies and to bring the facilities into compliance.
                  DFC/Morningstar's failure to complete such action within seven
                  (7) days or failure to take all commercially reasonable
                  actions necessary to complete the correction of such
                  deficiencies as soon as possible shall constitute a material
                  breach under this Agreement.

         6.3      Except for routine scheduled inspections by a governmental
                  agency (except for an inspection which indicates an unsanitary
                  practice or public health concern; which DFC/Morningstar shall
                  report to LOL), DFC/Morningstar shall promptly notify LOL of
                  all inspections by a governmental agency of the facilities
                  utilized to produce Licensed Products and DFC/Morningstar
                  shall make available for review or provide to LOL upon request
                  a copy of any inspection report or audit relating to the
                  facility, equipment or ingredients utilized to manufacture
                  Licensed Products. DFC/Morningstar shall notify LOL
                  immediately by telephone of any information which indicate the
                  presence of salmonella, listeria or any other bacteriological
                  agent or substance which is considered by health authorities
                  as being indicative of either unsanitary practices or of
                  public health concern or any other material product safety or
                  quality issues with regard to any Licensed Product or issues
                  which result or cause DFC/Morningstar to consider the
                  possibility of a product withdrawal, retrieval or recall of
                  Licensed Products.

         6.4      LOL shall have the right to participate in discussions
                  relating to the quality of Licensed Products. In the event
                  that physical conditions exist at the manufacturing
                  facility that potentially will adversely affect the quality of
                  Licensed Products or in the event Licensed Products do not
                  comply with the finished product specifications,



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                  the parties agree that LOL shall have the right to direct
                  DFC/Morningstar managerial or supervisory personnel to take
                  such action (but not specific steps) as is necessary to
                  immediately remedy such conditions or non-compliance and/or
                  LOL shall have the right to direct such personnel to
                  discontinue the production of Licensed Products until such
                  time as such conditions are or non-compliance is remedied.

7.       Packaging, Labels, Advertising and Promotional Information.

         7.1      DFC/Morningstar agrees to submit to LOL, and LOL shall review
                  for approval prior to use, samples of all packaging, labels,
                  advertising and other materials which utilize, incorporate or
                  make reference to Trademarks. The parties agree that all
                  packaging, labels, advertising, and other materials utilized
                  by LOL, DFC or DMA as of the Effective Date shall be deemed
                  approved by LOL. DFC/Morningstar agrees that it shall not
                  create any new packaging or make any changes to LOL's existing
                  packaging without obtaining LOL's prior written approval in
                  accordance with the procedure set forth in this Section. LOL
                  shall communicate to DFC/Morningstar in writing LOL's approval
                  or any objection to such samples within ten (10) working days
                  after LOL's receipt of such samples or LOL's approval shall be
                  presumed. LOL's approval of such samples shall not be
                  unreasonably withheld. DFC/Morningstar agrees to make any
                  changes which LOL requests to ensure that Trademarks are used
                  in accordance with proper trademark usage and are consistent
                  with the character and image of Trademarks. DFC/Morningstar
                  agrees that on or before June 30, 2003 with respect to Basic
                  Dairy Products and December 31, 2002 for all other Licensed
                  Products, it shall redesign all packages of Licensed Products,
                  as necessary, so that such packages utilize the new "unified"
                  brandmark being utilized by LOL. DFC/Morningstar further
                  agrees that in the event LOL makes future modifications of its
                  brandmark, DFC/Morningstar shall make modifications, on a
                  commercially reasonable timetable, to packaging for all
                  Licensed Products so that the packaging graphics and brandmark
                  usage for Licensed Products is consistent with LOL's graphics
                  and brandmark usage. DFC/Morningstar agrees that the
                  advertising and promotional themes utilized in all customer
                  and consumer communications in connection with Licensed
                  Products shall be consistent with the positioning, values and
                  brand personality (as described in the then current Land
                  O'Lakes Brand and Trademark Usage Manual) utilized by LOL. The
                  parties agree to meet at least every six (6) months during the
                  term of this Agreement to discuss advertising and promotional
                  themes.

         7.2      DFC/Morningstar agrees that all packages, labels, advertising
                  and other materials which utilize a trademark shall include
                  the following statement or similar statement agreed to in
                  writing by LOL: "The LAND O LAKES Brand name is used under
                  license from Land O'Lakes, Inc."

8.       Positioning  of Licensed Products.


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<PAGE>



         LOL and DFC/Morningstar acknowledge and agree that Trademarks are
         utilized on products which are generally premium priced. For the
         purposes of this Agreement, premium priced shall mean that Licensed
         Products shall be priced above competitive private label and second
         label products.

9.       Royalties.

         9.1      During the term of this Agreement, DFC agrees to pay to LOL
                  the following royalties for use of trademark:

                  (a)      Basic Dairy Products in refrigerated form -- royalty
                           free;

                  (b)      Basic Dairy Products in shelf-stable form - royalty
                           free;

                  (c)      Value Added Dairy Products in refrigerated form -
                           1.5% of Gross Sales; provided , however, the parties
                           agree that milk which has been fortified with the
                           addition of vitamins, minerals, calcium and/or
                           protein, flavored or unflavored and packaged so as to
                           contain greater than 40 fluid ounces and with or
                           without any fat reduction claim shall be
                           royalty-free;

                  (d)      Value Added Dairy Products in shelf stable form - 3%
                           of Gross Sales; provided, however, the parties agree
                           that milk which has been fortified with the addition
                           of vitamins, minerals, calcium and/or protein,
                           flavored or unflavored and packaged so as to contain
                           greater than 40 fluid ounces and with or without any
                           fat reduction claim shall be royalty-free;

                  (e)      Cream Products in refrigerated form - 1.5% of Gross
                           Sales;

                  (f)      Cream Products in shelf-stable form - 3% of Gross
                           Sales;

                  (g)      Sour Cream Products in refrigerated form  - 1.5% of
                           Gross Sales;

                  (h)      Sour Cream Products in shelf-stable form - 3% of
                           Gross Sales;

                  (i)      Creamers (refrigerated or shelf-stable) - 3% of Gross
                           Sales; provided, however, the parties agree that to
                           the extent DFC/Morningstar converts sales of its
                           International Delight Creamers to sales of Creamers
                           utilizing Trademarks, the first twenty-five million
                           dollars ($25,000,000.00) of such conversion sales
                           each calendar year shall by royalty-free. The parties
                           acknowledge and agree that DFC and its affiliates
                           have sold Creamers utilizing Trademarks prior to the
                           Effective Date and that the continued sale of such
                           Creamers following the Effective Date shall not
                           constitute conversion sales and shall bear a royalty;

                  (j)      Combination Products in refrigerated form - 1.5% of
                           Gross Sales;


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                  (k)      Combination Products in shelf-stable form - 3% of
                           Gross Sales;

                  (l)      Small Bottle Milk in refrigerated form -
                           royalty-free;

                  (m)      Small Bottle Milk in shelf-stable form -
                           royalty-free;

                  (n)      Small Bottle Nutritional Milk in refrigerated form -
                           1.5% of Gross Sales;

                  (o)      Small Bottle Nutritional Milk in shelf-stable form -
                           3% of Gross Sales;

                  (p)      Infant Formula Products (refrigerated or
                           shelf-stable) - 3% of Gross Sales;

                  (q)      Soy Beverage Products in refrigerated form - 1.5% of
                           Gross Sales;

                  (r)      Soy Beverage Products in shelf-stable form - 3% of
                           Gross Sales;

                  (s)      All Licensed Products regardless of type or form (and
                           regardless of royalty rates set forth above) sold in
                           Canada or Puerto Rico - 3% of Gross Sales; and

                  (t)      All Licensed Products sold in packages utilizing Grip
                           `n Go Intellectual Property -- 1.5% of Gross Sales
                           with respect to sales of royalty-free Licensed
                           Products and the applicable royalty rate with respect
                           to sales of royalty bearing Licensed Products.

         9.2      The parties agree that fifteen (15) days following the end of
                  each calendar quarter during the term of this Agreement,
                  commencing with October 15, 2002 (the first period shall cover
                  the period from the Effective Date to the end of the calendar
                  quarter), DFC agrees to provide LOL with a written summary of
                  the volume and Gross Sales for each type and form
                  (refrigerated or shelf-stable) of all royalty bearing Licensed
                  Products utilizing Trademarks sold by DFC or Hood pursuant to
                  the Hood Licenses during the immediately preceding calendar
                  quarter. Each summary shall be accompanied by payment from DFC
                  to LOL for the actual royalties owed for the immediately
                  preceding calendar quarter. The parties agree that the
                  obligation to pay royalties shall continue so long as
                  DFC/Morningstar is selling Licensed Products utilizing
                  Trademarks.

         9.3      DFC guarantees that it shall pay the following minimum
                  royalties in connection with the sale of Licensed Products
                  utilizing Trademarks each calendar year during the term of
                  this Agreement.

                  (a)      One Million Three Hundred Thousand Dollars
                           ($1,300,000.00) for the 2002 calendar year which
                           amount shall be prorated on the basis of the number
                           of days left in the 2002 calendar year from the
                           Effective Date divided by 365;



                                       12
<PAGE>



                  (b)      One Million Eight Hundred Thousand Dollars
                           ($1,800,000.00) for the 2003 calendar year;

                  (c)      Two Million Three Hundred Thousand Dollars
                           ($2,300,000.00) for the 2004 calendar year; and

                  (d)      Three Million Dollars ($3,000,000.00) for the 2005
                           calendar year and each and every calendar year
                           thereafter during the term of this Agreement.

                  In the event that the actual royalties paid by DFC to LOL for
                  the sale of Licensed Products which utilize Trademarks for any
                  calendar year is less than the minimum royalty guarantee for
                  such calendar year, as described above, the parties agree that
                  on or before January 15 of the year immediately following the
                  calendar year in which the actual royalties paid are less than
                  the appropriate minimum guarantee, DFC shall pay to LOL the
                  difference between the appropriate minimum royalty and the
                  actual royalties paid by DFC to LOL for the sale of Licensed
                  Products utilizing Trademarks for such calendar year. The
                  parties agree that the obligation to pay minimum royalties
                  shall continue until payment is made for the calendar year in
                  which this Agreement is terminated. The parties agree that DFC
                  shall have the right to carry over any royalties paid for the
                  sale of Licensed Products which utilize Trademarks in excess
                  of the minimum royalty guarantee in one calendar year and
                  apply such excess to the minimum royalty guarantee requirement
                  only in the immediately succeeding calendar year. The parties
                  expressly agree that the portion or all of the excess royalty
                  carried over from one year to the immediately succeeding
                  calendar which is not needed in such succeeding calendar year
                  (given that DFC achieved the annual minimum royalty without
                  using some or all of the excess royalty from the previous
                  year) shall not be added to the actual royalties for such
                  succeeding calendar year and shall not be carried over to any
                  further succeeding calendar years.

         9.4      The parties agree that all royalties payments made by DFC to
                  LOL shall be made in United States currency and shall be made
                  by wire transfer unless LOL requests an alternate form of
                  payment.

10.      Brand Exposure.

         10.1     DFC agrees to utilize good faith efforts to sell Licensed
                  Products utilizing Trademarks during the term of this
                  Agreement.

         10.2     In order to ensure the good faith use of the Trademarks, DFC
                  agrees to make the following sales of Licensed Products,
                  excluding Basic Dairy Products, utilizing Trademarks each
                  calendar year during the term of this Agreement:

                  (a)      Seventy-five Million Dollars ($75,000,000.00) of
                           sales of Licensed Products utilizing Trademarks
                           during the 2002 calendar year.;



                                       13
<PAGE>



                  (b)      One Hundred Million  Dollars ($100,000,000.00) of
                           sales of Licensed Products utilizing Trademarks
                           during the 2003 calendar year;

                  (c)      One Hundred Twenty-five Million Dollars
                           ($125,000,000.00) of sales of Licensed Products
                           utilizing Trademarks during the 2004 calendar year;

                  (d)      One Hundred Fifty Million Dollars ($150,000,000.00)
                           of sales of Licensed Products utilizing Trademarks
                           during the 2005 calendar year; and

                  (e)      Two Hundred Million Dollars ($200,000,000.00) of
                           sales of Licensed Products utilizing Trademarks
                           during each of the 2006 calendar year and every
                           calendar year thereafter during the term of this
                           Agreement.

         10.3     The parties agree that for the 2002 calendar year DFC shall be
                  allowed to include in its sales total sales made by DMA and
                  DMA's licensees. For the 2002 calendar year and all succeeding
                  years, DFC shall be allowed to include in its sales total
                  sales made by Hood under the Hood Licenses.

         10.4     For purposes of determining whether or not DFC has met its
                  requisite brand exposure threshold, as set forth above, the
                  parties agree that DFC shall have the right to carry over any
                  sales of Licensed Products utilizing Trademarks in excess of
                  the appropriate brand exposure threshold in one calendar year
                  and apply such excess to the brand exposure threshold
                  requirement in the immediately succeeding calendar year. The
                  parties agree such excess may be used only to meet the
                  threshold requirement and shall not be added to the sales of
                  Licensed Products and thereby carried forward beyond the
                  immediately succeeding calendar year.

11.      Termination.

         11.1     This Agreement may be terminated immediately by either party
                  in the event DFC or LOL:

                  (a)      becomes insolvent;

                  (b)      files or has filed involuntarily against it a
                           petition under the United States Bankruptcy Code or
                           under or pursuant to any state bankruptcy act or
                           under any similar federal or state law which is not
                           removed within one hundred twenty (120) days.

                  (c)      admits in writing its inability to pay its debts
                           generally as they become due;

                  (d)      suspends or terminates its operations or liquidates
                           or dissolves; or

         11.2     In the event DFC fails to meet the requisite brand exposure
                  threshold (including carryover rights), as set forth in
                  Section 10 above, for any calendar year during the term of
                  this Agreement, the parties agree that LOL shall have the
                  option, every year


                                       14
<PAGE>



                    such threshold requirement is not met or exceeded by DFC
                    (unless DFC terminates such license as provided below in
                    this Section), to terminate the license rights granted in
                    Sections 2.1 of this Agreement with respect to all Licensed
                    Products except for Basic Dairy Products and any Value Added
                    Dairy Products that have become royalty free pursuant to
                    Section 2.4. Such option may be exercised by LOL upon (i)
                    delivery to DFC of written notice within 90 days following
                    LOL's receipt of notice of DFC's failure to meet brand
                    exposure thresholds for the preceding calendar year or
                    within 120 days of the end of a calendar year in which DFC
                    failed to meet the brand thresholds and (ii) payment to DFC
                    of the fair market value of such license rights. The parties
                    agree that fair market value shall be determined such that
                    minimal or no value shall be placed on license rights for
                    those products which DFC is not utilizing at any time which
                    LOL exercises its option and such that the value assigned to
                    products in development and/or test market shall be
                    discounted for appropriate likelihood of success. Fair
                    market value shall be determined as follows: (i) DFC shall
                    obtain a reputable, independent, and experienced entity to
                    establish a fair market value of the license rights; (ii)
                    LOL shall obtain a reputable, independent, and experienced
                    entity to establish a fair market value of the license
                    rights; and (iii) the entity selected by DFC and LOL shall
                    agree upon a third reputable, independent, and experienced
                    entity which entity shall make a determination designating
                    the DFC fair market value or the LOL fair market value as
                    the final market value of the license rights. In the event
                    LOL does not exercise its right to terminate such license
                    rights, the parties agree that DFC, upon at least sixty (60)
                    days written notice to LOL, may terminate such license
                    rights and the obligations set forth in Sections 9 and 10 of
                    this Agreement.

12.      Effects of  Termination.

         12.1       Upon the termination of this Agreement, the license and
                    rights granted hereunder shall immediately become null and
                    void and DFC/Morningstar shall discontinue all uses of
                    Trademarks; provided, however, DFC/Morningstar shall have a
                    period of three (3) months from the date of termination to
                    sell or otherwise dispose of any existing inventory of
                    Licensed Products which display or utilize Trademarks. The
                    parties agree that the terms and conditions of this
                    Agreement, including but not limited to the provisions
                    pertaining to reporting and payment of royalties and quality
                    control and quality assurance, shall apply to all sales and
                    other dispositions of Licensed Products occurring during
                    such three (3) months period.

         12.2       Upon the termination of this Agreement, LOL shall have the
                    option to purchase, at DFC/Morningstar's actual cost, a
                    portion or all of any Licensed Products and any labeling
                    materials, advertising or promotional materials, literature,
                    art work, copy or store displays which display the
                    Trademarks which are in DFC/Morningstar's custody or control
                    at the time of termination. DFC/Morningstar agrees that any
                    such labeling materials, advertising or promotional
                    materials, literature, art work, copy, or store displays not
                    purchased by LOL as described herein shall be destroyed by
                    DFC no later than one hundred twenty (120) days after the
                    termination of this Agreement.


                                       15
<PAGE>



                    DFC/Morningstar further agrees to provide LOL with written
                    documentation signed by an officer of DFC certifying the
                    destruction of such materials.

13.       Production and  Operations Expenses.

          The parties agree that except as expressly set forth herein
          DFC/Morningstar shall bear all costs and expenses arising from the
          manufacture, packaging, storage, distribution, marketing, sale and
          other operational expenses relating to Licensed Products.

14.       Consumer Correspondence.

          The parties agree that all packaging for Licensed Products which
          utilize Trademarks shall bear a toll-free telephone number that is
          owned by or on behalf of DFC. DFC shall be responsible for handling,
          in a commercially reasonable manner, all consumer correspondence
          relating to Licensed Products which utilize Trademarks. Within fifteen
          (15) days following the end of each calendar quarter during the term
          of this Agreement and within fifteen (15) days following the end of
          each month for four (4) months after the termination of this
          Agreement, DFC agrees to provide to LOL a summary of all consumer
          correspondence (written, oral, or otherwise) which DFC received or is
          aware of during the preceding month and which correspondence relates
          to Licensed Products which utilize Trademarks. DFC further agrees to
          immediately notify and provide LOL with details of any six (6) or more
          consumer complaints relating to Licensed Products utilizing Trademarks
          of a similar nature which are received by DFC during any consecutive
          four (4) week period during the term of this Agreement and the three
          (3) months following such termination.

15.       Product Recall or Recovery.

          Both parties agree to promptly notify the other party of all
          circumstances that would cause a company, utilizing reasonable
          business judgement, to consider the possibility of the implementation
          of a product recall or recovery of Licensed Products which utilize any
          Trademarks. In each event DFC/Morningstar shall make the initial
          decision as to whether or not to implement a product recall or
          recovery. DFC/Morningstar agrees to implement any product recall or
          recovery in accordance with product recall and recovery procedures
          mutually agreed upon by the parties. DFC/Morningstar shall permit LOL
          to cooperate and assist in implementing such recall or recovery at
          DFC/Morningstar's cost and expense. All such recalls and recoveries
          shall be at DFC/Morningstar's sole cost and expense. If DFC reasonably
          declines to implement a product recall or recovery, LOL may require
          DFC to implement a product recall or recovery at LOL's cost and
          expense. If it is later determined that DFC/Morningstar did not act
          reasonably in declining to implement a product recall or recovery, it
          shall reimburse LOL the costs of such recall or recovery.

16.       Indemnification.

          16.1    DFC/Morningstar hereby indemnifies and holds harmless LOL, and
                  will defend or cause LOL to be defended, from and against any
                  and all claims, demands, causes of action, losses, damages,
                  costs and expenses (including reasonable attorneys' fees)



                                       16
<PAGE>



                    arising out of or in any way connected with the manufacture,
                    packaging, storage, distribution or sale of Licensed
                    Products by DFC/Morningstar; provided, however, such
                    obligation of indemnification shall not apply to any claims,
                    demands, causes of action, losses, damages, costs and
                    expenses arising out of or in any way connected with acts,
                    omissions, or negligence of LOL. This indemnity shall
                    survive the termination of this Agreement.

          16.2      DFC/Morningstar represents and warrants that Licensed
                    Products shall not be misbranded or adulterated.
                    DFC/Morningstar hereby indemnifies and holds harmless LOL,
                    and will defend or cause LOL to be defended, from and
                    against any and all claims, demands, administrative actions,
                    causes of action, losses, damages, costs and expenses
                    (including reasonable attorney's fees) arising out of or in
                    any way connected with the misbranding or adulteration of
                    Licensed Products by DFC/Morningstar. This indemnity shall
                    survive the termination of this Agreement.

          16.3      LOL represents and warrants to DFC/Morningstar that
                    Trademarks, Formula and Grip `N Go Intellectual Property are
                    owned by LOL and the use of Trademarks, Formula and Grip `N
                    Go Intellectual Property by DFC/Morningstar, as authorized
                    by this Agreement, shall not infringe upon the rights of any
                    third party.

          16.4      LOL hereby indemnifies and holds harmless DFC/Morningstar,
                    and will defend or cause to be defended, from and against
                    any and all claims, demands, causes of action, losses,
                    damages, costs and expenses (including reasonable attorneys'
                    fees) arising out of or in any way connected with
                    DFC/Morningstar's authorized use of Trademarks, Formula or
                    Grip `N Go Intellectual Property. This indemnity shall
                    survive the termination of this Agreement.

17.      Research and Development Services.

         The parties agree to evaluate in good faith throughout the term of this
         Agreement the possibility of LOL performing certain research and
         development services on behalf of DFC/Morningstar relating to Licensed
         Products upon terms and conditions as may be mutually agreed upon by
         DFC and LOL.

18.      Tax Considerations.

         DFC/Morningstar agrees to provide information reasonable requested by
         LOL which LOL deems necessary to attempt to qualify royalty revenue
         received pursuant to this Agreement as member business for LOL.

19.      Audit Rights.

         DFC/Morningstar agrees to maintain complete and accurate
         records relating to the sales Basic Dairy Products in Puerto Rico and
         Canada and relating to sales of Licensed Products, all returns of such
         products, and all royalties paid to LOL for such products.
         DFC/Morningstar agrees to retain copies of such records for at least
         five (5) years following


                                       17
<PAGE>



         the expiration of the calendar year during which sales of such
         products were made. DFC/Morningstar agrees to permit such records to
         be examined periodically, during normal business hours on a
         confidential basis and following at least 48 hours prior notice, by
         LOL audit personnel or an independent auditor or CPA firm designated
         by LOL.

20.      Termination of Agreements.

         20.1     DFC, LOL and DMA agree that the License Agreement dated July
                  10, 2000 between Landean, LLC (DMA) and LOL is hereby
                  terminated as of the Effective Date and no rights,
                  obligations, or provisions shall survive as of the Effective
                  Date. Such License Agreement is completely superseded and
                  replaced by this Agreement.

         20.2     DFC, LOL, and DTMC, Inc. (a wholly owned subsidiary of DFC)
                  agree that the License Agreement dated July 10, 2000 between
                  DTMC and LOL is hereby terminated as of the Effective Date and
                  no rights, obligations, or provisions shall survive as of the
                  Effective Date. Such License Agreement is completely
                  superseded and replaced by this Agreement.

          20.3    Dean Holding, DMA, and LOL agree that the three (3) Sublicense
                  Agreements dated July 10, 2000 between Landean, LLC (DMA) and
                  DFC are hereby terminated as of the Effective Date and no
                  rights, obligations, or provisions shall survive as of the
                  Effective Date. Such Sublicense Agreements are completely
                  superseded and replaced by this Agreement.

          20.4    DFC and LOL agree that the License Agreement dated December
                  18, 1997, between LOL and Ultra Products Company (a wholly
                  controlled affiliate of DFC) shall be terminated upon
                  execution of the Creamer Co-Pack Agreement.

21.      Other Obligations.

         LOL and DFC/Morningstar do not hereby assume, do not agree to assume
         and shall not be responsible for any liability or obligation of any
         kind or nature of the other party, except as expressly provided in this
         Agreement.

22.      Entire Agreement; Amendments.

         This Agreement and the Exhibits attached hereto constitute the entire
         agreement between the parties and supersedes all previous discussions
         and agreements. This Agreement may be amended or modified only by a
         writing duly executed by authorized representatives of the parties.

23.      Severability.

         The provisions of this Agreement shall be severable and the invalidity
         of any provision, or portion thereof, shall not affect the
         enforceability of the remaining provisions of this Agreement.



                                       18
<PAGE>




24.      Waiver.

         The waiver by either party of a breach of any provision of this
         Agreement shall not constitute or be construed as a waiver of the same
         or any other future breach of any provision(s) in this Agreement.

25.      Injunctive Relief.

         25.1     In the event either DFC/Morningstar or LOL commits a breach,
                  the parties hereby expressly agree that the other party shall
                  have the right to injunctive relief, including but not limited
                  to a permanent restraining order enjoining any continuing
                  breach and/or an order that the breaching party take such
                  actions as ordered by the court to ensure that the breach does
                  not reoccur.

         25.2     The parties agree that the losing party in any action brought
                  shall pay the reasonable attorneys' fees and other costs
                  incurred by the winning party or parties, in the prosecution
                  or defense of such action.

26.      Relationship of Parties.

         This Agreement is not intended and shall not be construed to constitute
         either party as the joint venture or franchising partner, employee,
         agent or legal representative of the other, and neither party shall
         have any authority, express, implied or apparent, to assume or create
         any obligations on behalf of or in the name of the other party.

27.      Notice.

         Any notice required or permitted under this Agreement shall be deemed
         to have been properly given if a written notice shall have been
         hand-delivered to the addressee or a written notice shall have been
         deposited, first class, postage prepaid, in the United States mail
         addressed to the respective parties as follows or such other address as
         each party may, in the future, designate in writing to the other party:

         To DFC/Morningstar:            Morningstar Foods, Inc.
                                        Dean Foods Company
                                        Suite 1200
                                        2515 McKinney Avenue
                                        Dallas, TX  75201
                                        Attention:  General Counsel

         To LOL:                        Land O'Lakes, Inc.
                                        4001 Lexington Avenue North
                                        Arden Hills, MN 55126
                                        Attention:  Law Department


                                       19
<PAGE>



28.      Assignment.

         Except as set forth in Section 2.7, neither this Agreement nor
         DFC/Morningstar's rights or obligations may be assigned in whole or in
         part, by DFC/Morningstar without the prior written consent of LOL;
         provided, however, that DFC may assign this Agreement in connection
         with the sale of all or substantially all of the assets of DFC. Any
         prohibited assignment is void.

29.      Governing Law.

         This Agreement shall be governed by and construed in accordance with
         the laws of the state of Minnesota or Federal trademark law where
         applicable.



                                       20

<PAGE>



IN WITNESS WHEREOF, authorized representatives of the parties hereto have
executed this Agreement effective the day and year first above written.

<TABLE>
<S>                                                  <C>
MORNINGSTAR FOODS, INC.                               LAND O'LAKES, INC.

By: /s/ HERMAN GRAFFUNDER                             By: /s/ CHRISTOPHER J. POLICINSKI
    ---------------------------------------               ----------------------------------

Print Name: Herman Graffunder                         Print Name:  Christopher J. Policinski

Title: President                                      Title:  Ex. VP and COO



DEAN FOODS COMPANY                                    DAIRY MARKETING ALLIANCE, LLC

By: /s/ GREGG L. ENGLES                               By: /s/ PETER S. JANZEN
    ---------------------------------------               ----------------------------------

Print Name: Gregg L. Engles                           Print Name:  Peter S. Janzen

Title: Chairman and Chief Executive Officer           Title:  Secretary



DTMC, INC.                                            DEAN HOLDING COMPANY

By: /s/ MICHELLE P. GOOLSBY                           By: /s/ MICHELLE P. GOOLSBY
    ---------------------------------------               ----------------------------------

Print Name: Michelle P. Goolsby                       Print Name: Michelle P. Goolsby

Title: President                                      Title: Ex. VP and General Counsel
</TABLE>



                                       21