<PAGE>   1

                                                                   EXHIBIT 10.12

                                                                  Execution Copy


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

                            ASSET PURCHASE AGREEMENT

                                     AMONG

                           SOUTHERN FOODS GROUP, L.P.

                                     BUYER

                                      AND

                  BORDEN/MEADOW GOLD DAIRIES INVESTMENTS, INC.

                                     SELLER

                                      AND

                           MID-AMERICA DAIRYMEN, INC.

                           FOR THE PURCHASE AND SALE
         OF THE ASSETS OF BORDEN/MEADOW GOLD DAIRIES INVESTMENTS, INC.


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

                               SEPTEMBER 4, 1997

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


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

<PAGE>   2
                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                                     Page
<S>                       <C>                                                                                         <C>
ARTICLE I                 DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
         Section 1.1.     "Assumed Liabilities" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
         Section 1.2.     "Assumption Agreement"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
         Section 1.3.     "Closing" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
         Section 1.4.     "Closing Date"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
         Section 1.5.     "Code"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
         Section 1.6.     "Intellectual Property" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
         Section 1.7.     "Liabilities" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
         Section 1.8.     "Lien"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
         Section 1.9.     "Losses"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
         Section 1.10.    "Notice"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
         Section 1.11.    "Person"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
         Section 1.12.    "Purchase Price"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
         Section 1.13.    "Purchased Assets"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
         Section 1.14.    "Seller Documents"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
         Section 1.15.    "Taxes" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
         Section 1.16.    "Trademark Assignment"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

ARTICLE II                PURCHASE AND SALE OF PURCHASED ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

ARTICLE III               ASSUMPTION OF LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

ARTICLE IV                PURCHASE PRICE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

         Section 4.1.     Payment of Purchase Price for Purchased Assets  . . . . . . . . . . . . . . . . . . . . . . . 4
         Section 4.2.     Allocation of Purchase Price  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

ARTICLE V                 REPRESENTATIONS AND WARRANTIES
                          OF SELLER AND MID-AM  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

         Section 5.1.     Organization  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
         Section 5.2.     Authority; Consents and Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
         Section 5.3.     Title to Purchased Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
         Section 5.4.     No Injunctions or Orders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
         Section 5.5.     Litigation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
         Section 5.6.     Compliance with Laws  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
         Section 5.7.     Brokers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
</TABLE>





                                       i
<PAGE>   3
<TABLE>
<S>                       <C>                                                                                          <C>
ARTICLE VI                REPRESENTATIONS AND WARRANTIES OF BUYER . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

         Section 6.1.     Organization  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
         Section 6.2.     Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
         Section 6.3.     Litigation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
         Section 6.4.     Brokers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

ARTICLE VII               INDEMNIFICATION AND NATURE
                          AND SURVIVAL OF REPRESENTATIONS AND
                          WARRANTIES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

         Section 7.1.     Indemnities by Seller . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         Section 7.2.     Limitations Upon Indemnification by Seller  . . . . . . . . . . . . . . . . . . . . . . . . . 7
         Section 7.3.     Indemnities by Buyer  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         Section 7.4.     Limitations Upon Indemnification by Buyer . . . . . . . . . . . . . . . . . . . . . . . . . . 8
         Section 7.5.     Indemnity Procedures  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

ARTICLE VIII              FURTHER AGREEMENTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

         Section 8.1.     Additional Actions by Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
         Section 8.2.     Announcements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
         Section 8.3.     Costs and Transfer Taxes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
         Section 8.4.     Books and Records after Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

ARTICLE IX                CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

         Section 9.1.     Closing; Effective Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
         Section 9.2.     Seller's Closing Deliveries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         Section 9.3.     Buyer's Closing Deliveries  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10

ARTICLE X                 MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10

         Section 10.1.    Entire Understanding, Waiver, Etc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         Section 10.2.    Severability  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         Section 10.3.    Captions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         Section 10.4.    Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         Section 10.5.    Successors and Assigns  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
         Section 10.6.    Schedules and Exhibits  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
         Section 10.7.    Counterparts  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
         Section 10.8.    Construction of Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
         Section 10.9.    Attorneys' Fees and Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
         Section 10.10.   Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
         Section 10.11.   Third-Party Beneficiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
</TABLE>





                                       ii
<PAGE>   4
<TABLE>
         <S>            <C>                                                                                           <C>
         Section 10.12. Arbitration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
         Section 10.13. DTPA Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
</TABLE>

                             SCHEDULES AND EXHIBITS

EXHIBIT A        - ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT B        - TRADEMARK ASSIGNMENT





                                      iii
<PAGE>   5
                            ASSET PURCHASE AGREEMENT

         This Asset Purchase Agreement (this "Agreement") is entered into as of
the 4th day of September,1997, by and among BORDEN/MEADOW GOLD DAIRIES 
INVESTMENTS, INC., a Delaware corporation ("Seller"), SOUTHERN FOODS GROUP,
L.P., a Delaware limited partnership ("Buyer"), and is joined in by MID-AMERICA
DAIRYMEN, INC., a Kansas cooperative marketing association ("Mid-Am"), for the
limited purposes hereinafter set forth.

         WHEREAS, simultaneously with, or immediately prior to, the execution
of this Agreement, the transactions contemplated by that certain Stock Purchase
and Merger Agreement dated as of May 22, 1997 (the "Borden Purchase
Agreement"), among Mid-Am, Borden/Meadow Gold Dairies Holdings, Inc.
("Holdings"), BDH Two, Inc. and Borden, Inc. have been consummated, pursuant to
which Mid-Am has acquired all of the issued and outstanding common stock and
preferred stock of Holdings;

         WHEREAS, as a result of the closing of the Borden Purchase Agreement
and the subsequent merger of Holdings into Mid-Am, Seller has become a
wholly-owned subsidiary of Mid-Am;

         WHEREAS, Seller owns certain assets, including without limitation the
Meadow Gold and Viva trademarks, all of which are used in dairy operations of
Holdings in the Western United States (such dairy business herein called the
"Business");

         WHEREAS, simultaneously with, or immediately prior to, the execution
of this Agreement, Mid-Am has contributed the Business to Buyer as a capital
contribution and Buyer desires to purchase from Seller and Seller desires to
sell to Buyer, on the terms and subject to the conditions of this Agreement,
all of the assets owned by Seller;

         NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties contained in this Agreement, the parties agree
as follows.

                                   ARTICLE I

                                  DEFINITIONS

         The terms defined in this Article shall have the following respective
meanings for all purposes of this Agreement and all schedules and exhibits
hereto:

                 SECTION 1.1. "ASSUMED LIABILITIES" means all Liabilities of
Seller.





                                       1
<PAGE>   6
                 SECTION 1.2. "ASSUMPTION AGREEMENT" means that certain
Assignment and Assumption Agreement, in the form attached hereto as Exhibit A
to this Agreement, to be executed and delivered by Buyer and Seller at the
Closing.

                 SECTION 1.3. "CLOSING" means the consummation and effectuation
of the transactions contemplated herein pursuant to the terms and conditions of
this Agreement and shall occur simultaneously with the execution hereof at such
place as is mutually agreed upon by the parties hereto.

                 SECTION 1.4. "CLOSING DATE" means the date of this Agreement.

                 SECTION 1.5. "CODE" means the Internal Revenue Code of 1986, 
as amended.

                 SECTION 1.6. "INTELLECTUAL PROPERTY" means all of Seller's
trademarks, trademark registrations, trademark applications, trade names,
patents, patent applications, trade secrets, service marks, copyrights,
copyright registrations, copyright applications, logos, technical drawings and
specifications, standards and guidelines, processes, designs, formulae,
inventions, ideas and concepts reduced to writing by Seller, advertising and
media materials, and other information, know-how and intellectual property
rights, including without limitation the Meadow Gold and Viva trademarks and
other intellectual property listed on Exhibit A to the Trademark Assignment (as
defined in Section 1.16 herein) (collectively, the "INTELLECTUAL PROPERTY").

                 SECTION 1.7. "LIABILITIES" means any direct or indirect
indebtedness, liability, claim, loss, damage, deficiency, obligation or
responsibility, known or unknown, fixed or unfixed, choate or inchoate,
liquidated or unliquidated, secured or unsecured, accrued, absolute, contingent
or otherwise, including, without limitation, liabilities on account of Taxes,
other governmental charges or lawsuits brought, whether or not of the kind
required by generally accepted accounting principles to be set forth on a
financial statement.

                 SECTION 1.8. "LIEN" means any lien, pledge, mortgage, security
interest, claim, lease, charge, option, right of first refusal, easement,
servitude, transfer restriction, or any other encumbrance, restriction or
limitation whatsoever.

                 SECTION 1.9. "LOSSES" means any and all claims, demands,
losses, costs, expenses, obligations, liabilities, damages, recoveries and
deficiencies, including interest, penalties and attorneys' fees and
disbursements and costs of investigation.

                 SECTION 1.10. "NOTICE" means any notice given pursuant to the
terms of Section 10.4.





                                       2
<PAGE>   7
                 SECTION 1.11.    "PERSON" means an individual, partnership,
corporation, trust, unincorporated organization, association or joint venture
or a government, agency, political subdivision or instrumentality thereof.

                 SECTION 1.12.    "PURCHASE PRICE" means the Purchase Price as
established in accordance with Section 4.1.

                 SECTION 1.13.    "PURCHASED ASSETS" means all assets of Seller
as of the Closing, including without limitation, the Intellectual Property.

                 SECTION 1.14.    "SELLER DOCUMENTS" shall have the meaning set
forth in Section 5.2.

                 SECTION 1.15.    "TAXES" means all federal, state, local,
foreign and other net income, gross income, gross receipts, sales, use,
documentary, ad valorem, value-added, transfer, franchise, profits, license,
lease, real property gains or transfer, service, service use, rental,
withholding, payroll, employment, excise, workers' compensation, Pension
Benefit Guaranty Corporation premiums, serverance, stamp, occupation, premium,
property, windfall profits, production, customs, duties or other taxes,
assessments, fees, levies or other governmental charges of any kind whatever,
together with any interest and any penalties, additions to tax or additional
amounts with respect thereto, and the term "TAX" means any one of the foregoing
Taxes.

                 SECTION 1.16     "TRADEMARK ASSIGNMENT" means that certain
Trademark Assignment dated the Closing Date by and between Seller as assignor
and Buyer as assignee substantially in the form of Exhibit B.


                                   ARTICLE II

                     PURCHASE AND SALE OF PURCHASED ASSETS

                 On the terms and subject to the conditions hereof, Seller
hereby agrees to sell, assign and convey to Buyer, and Buyer hereby agrees to
purchase from Seller, all of the Purchased Assets.

                                  ARTICLE III

                           ASSUMPTION OF LIABILITIES

                 On the terms and subject to the conditions hereof, Buyer
hereby agrees to assume, perform and discharge when and as the same become due,
all of the Liabilities of Seller as of the Closing Date.










                                       3
<PAGE>   8
                                   ARTICLE IV

                                 PURCHASE PRICE

                 SECTION 4.1. PAYMENT OF PURCHASE PRICE FOR PURCHASED ASSETS.
Buyer will pay Seller $_____________, the appraised value of the Purchased 
Assets as determined by an independent appraiser. Buyer shall pay such purchase
price to Seller by wire transfer of immediately available funds on the date
hereof, which wire transfer shall be made in accordance with Seller's written
wire instructions previously provided to Buyer.

                 SECTION 4.2. ALLOCATION OF PURCHASE PRICE. The Purchase Price
shall be allocated as mutually agreed by the parties subsequent to the Closing
(excluding transaction costs incurred by the respective parties). At the
Closing, Buyer and Seller will endeavor in good faith to allocate that portion
of the Purchase Price as is necessary or appropriate in connection with the
payment of applicable documentary stamp taxes, intangible taxes or other
transfer taxes incurred as a result of the Closing. Buyer and Seller shall
timely (and in no event later than three (3) months following the Closing Date)
complete a Form 8594, Asset Acquisition Statement of Allocation, consistent
with such mutually agreed allocation (excluding transaction costs), shall
provide such form to the other parties thereto and shall file a copy of such
form with its federal income tax return for the period that includes the
Closing Date. Each of Buyer and Seller further agrees not to take any position
inconsistent with such mutually agreed allocation for any tax purpose.

                                   ARTICLE V

                         REPRESENTATIONS AND WARRANTIES
                              OF SELLER AND MID-AM

         Seller hereby represents and warrants to Buyer as follows:

                 SECTION 5.1. ORGANIZATION. Seller is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware and has all requisite corporate right, power and authority to own its
assets and to carry out its business as presently conducted.

                 SECTION 5.2. AUTHORITY; CONSENTS AND APPROVALS. Seller has all
requisite corporate right, power and authority to execute, deliver and perform
this Agreement and all other documents and agreements referenced herein to be
executed and delivered pursuant hereto (together, the "SELLER DOCUMENTS"). The
execution, delivery, and performance of the Seller Documents by Seller have
been duly and validly authorized and approved by all necessary corporate
action. The Seller Documents constitute the legal, valid and binding
obligations of Seller, enforceable against it in accordance with their terms.
The execution,





                                       4
<PAGE>   9
delivery and performance of the Seller Documents by Seller will not (with or
without the giving of notice or the passage of time, or both) (a) to the
knowledge of Seller, violate any applicable provision of law or any rule or
regulation of any federal, state or local administrative agency or governmental
authority applicable to Seller, the Business or the Purchased Assets, (b)
violate any order, writ, injunction, judgment or decree of any court,
administrative agency or governmental authority applicable to Seller, the
Business or the Purchased Assets, (c) violate Seller's certificates of
incorporation or bylaws, as each is amended to the date hereof, (d) require any
consent under or constitute a default under any agreement, indenture, mortgage,
deed of trust, lease, or other instrument to which Seller is a party or by
which such party is bound, or any license, permit or certificate held by either
such party, (e) require any consent of, approval by, notice to or registration
with any governmental authority other than in compliance with the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR ACT"), or (f)
result in the creation of any Lien upon any of the Purchased Assets.

                 SECTION 5.3. TITLE TO PURCHASED ASSETS. To Seller's knowledge,
(i) Seller has good and indefeasible title to and the right to assign the
Purchased Assets free and clear of all Liens and has the full right and power
to transfer to Buyer good and indefeasible title to such Purchased Assets, (ii)
the assets described in Article II which are being sold by Seller to Buyer
pursuant to the terms of this Agreement constitute all of the assets owned by
Seller, and (iii) Seller is conveying to Buyer good and indefeasible title to
the Purchased Assets described in Article II, free and clear of any and all
Liens.

                 SECTION 5.4. NO INJUNCTIONS OR ORDERS. Seller is not a party
to any agreement, nor is it subject to or threatened with any injunctions of
any court or orders of any federal, state or municipal court or governmental
department, commission, board, bureau, agency or instrumentality, which would
limit or otherwise adversely affect the Purchased Assets or would limit or
otherwise adversely affect Buyer's ability to own or use the Purchased Assets
after Closing substantially as such Purchased Assets are currently owned or
used by Seller.

                 SECTION 5.5. LITIGATION. There is no suit, action,
administrative proceeding, arbitration, grievance or other proceeding or
governmental investigation pending or, to the knowledge of Seller, threatened
against Seller which individually or in the aggregate could materially and
adversely affect the Purchased Assets.

                 SECTION 5.6. COMPLIANCE WITH LAWS. To the knowledge of Seller,
Seller is not currently in violation of, nor has it received any written notice
claiming it is in violation of, any order, law, ordinance, statute, rule or
regulation applicable to the Purchased Assets where the consequences of such
violation would have a material adverse affect on the Purchased Assets.





                                       5
<PAGE>   10
                 SECTION 5.7. BROKERS. No agent, broker, investment banker, or
other Person acting on behalf of Seller or under its authority is or will be
entitled to any broker's or finder's fee or any other commission or similar
fee, directly or indirectly, in connection with the transactions contemplated
by this Agreement.

                                   ARTICLE VI

                    REPRESENTATIONS AND WARRANTIES OF BUYER

         Buyer hereby represents and warrants to Seller as follows:

                 SECTION 6.1. ORGANIZATION. Buyer is a limited partnership duly
organized, validly existing and in good standing under the laws of the State of
Delaware and has the full right, power and authority to own, lease and operate
all of its properties and assets and to carry out its business as it is
presently conducted.

                 SECTION 6.2. AUTHORITY. Buyer has all requisite right, power
and authority to execute, deliver and perform this Agreement and each other
document and agreement of Buyer referenced herein to be executed and delivered
by Buyer pursuant hereto (together, the "BUYER DOCUMENTS"). The execution,
delivery and performance of the Buyer Documents by Buyer have been duly and
validly authorized and approved by all necessary partnership action. The Buyer
Documents constitute the legal, valid and binding obligations of Buyer
enforceable against it in accordance with their respective terms. The
execution, delivery and performance of the Buyer Documents by Buyer will not
(with or without the giving of notice or the passage of time or both),
(a) violate any applicable provision of law or any rule or regulation of any
federal, state or local administrative agency or governmental authority
applicable to Buyer, or any order, writ, injunction, judgment or decree of any
court, administrative agency or governmental authority applicable to Buyer,
(b) violate Buyer's certificate of limited partnership or limited partnership
agreement as amended to the date hereof, (c) require any consent under or
constitute a default under any agreement, indenture, mortgage, deed of trust,
lease, license or other instrument to which Buyer is a party or by which it is
bound, or any license, permit or certificate held by it, or (d) require any
consent of, approval by, notice to or registration with any governmental
authority other than in compliance with the HSR Act.

                 SECTION 6.3. LITIGATION. Buyer is not engaged in, nor is there
pending or, to Buyer's knowledge, threatened, any action, dispute, claim,
litigation, arbitration, investigation or other proceeding at law or in equity
or before any governmental or other administrative agency which could
materially and adversely affect Buyer's ability to perform any of its payment
or other obligations hereunder or the transactions contemplated by this
Agreement.





                                       6


<PAGE>   11
                 SECTION 6.4. BROKERS. No agent, broker, investment banker or
other Person acting on behalf of Buyer or under its authority is or will be
entitled to any broker's or finder's fee or any other commission or similar
fee, directly or indirectly, in connection with the transactions contemplated
by this Agreement.

                                  ARTICLE VII

                         INDEMNIFICATION AND NATURE AND
                   SURVIVAL OF REPRESENTATIONS AND WARRANTIES

                 SECTION 7.1. INDEMNITIES BY SELLER. Subject to the limitations
contained in Section 7.2, Seller shall indemnify, defend and hold harmless
Buyer from and against and in respect of any and all Losses that Buyer shall
incur, suffer or have asserted against it, which arise, result from or relate
to any breach of any representation, warranty, covenant or agreement of Seller
contained in this Agreement or any document or certificate delivered by Seller
at Closing pursuant hereto.

                 SECTION 7.2. LIMITATIONS UPON INDEMNIFICATION BY SELLER.

                          (a) The representations and warranties of Seller
hereunder shall survive the Closing and remain in full force and effect
thereafter for the period of the statute of limitations applicable to the
particular representation and warranty; provided, however, that any
representation or warranty a violation of which is made the basis of a claim
for indemnity pursuant to the indemnity set forth in Section 7.1 shall survive
(until the claim is finally resolved) with respect to any such claim concerning
which Buyer shall have notified Seller in reasonable detail prior to the date
on which such representation or warranty would otherwise expire under the
preceding provisions of this Section 7.2(a).

                          (b) No claim for indemnity under Section 7.1 in
respect of any representation or warranty which has expired pursuant to Section
7.2(a) may be asserted by Buyer after the date on which such representation or
warranty expired.

                 SECTION 7.3. INDEMNITIES BY BUYER. Subject to the limitations
contained in Section 7.4, Buyer shall indemnify, defend and hold harmless
Seller from and against and in respect of any and all Losses that Seller shall
incur, suffer or have asserted against it, which arise, result from or relate
to:

                          (a) Any breach of any representation, warranty,
covenant or agreement of Buyer contained in this Agreement or in any document
or certificate delivered by Buyer at Closing pursuant hereto;

                          (b) Any Assumed Liabilities; and


                                       7
<PAGE>   12
                          (c) All Liabilities relating to the use of the 
Purchased Assets by Buyer after the Closing.

                 SECTION 7.4. LIMITATIONS UPON INDEMNIFICATION BY BUYER.

                          (a) The representations and warranties of Buyer
hereunder or in any document or certificate delivered by Buyer hereunder shall
survive the Closing and remain in force and effect thereafter for the period of
the statute of limitations applicable to the particular representation and
warranty; provided, however, that any representation or warranty the violation
of which is made the basis for a claim of indemnity pursuant to the indemnity
set forth in Section 7.3(a) shall survive (until the claim is finally resolved)
with respect to any such claim concerning which Seller shall have notified
Buyer in reasonable detail prior to the date on which such representation or
warranty would otherwise expire under the preceding provisions of this Section
7.4(a).

                          (b) No claim for indemnity under Section 7.3(a) in
respect of any representation or warranty which has expired pursuant to Section
7.4(a) may be asserted by Seller after the date on which such representation or
warranty expired.

                 SECTION 7.5. INDEMNITY PROCEDURES. In case any claim, demand
or action shall be brought against any party entitled to indemnity under
Sections 7.1 or 7.3 above, such party shall promptly notify the other party
from whom indemnity is sought in writing and the Indemnifying party shall
assume the defense thereof, including the employment of counsel; provided,
however, that any failure to notify the indemnifying party of a claim, demand
or action shall not bar a claim of indemnity unless the indemnified party has
been prejudiced or damaged, in which case the right to be indemnified shall be
reduced by the damages suffered as a result of such failure to give notice. In
addition, in case any party shall become aware of any facts which might result
in any such claim, demand or action, such party shall promptly notify the other
party from whom indemnity might be sought with respect thereto, which shall
have the right to take such action as it may deem appropriate to resolve such
matter. The indemnified party shall have the right to employ separate counsel
in any such action and to participate in the defense thereof, but the fees and
expenses of such counsel shall be at the expense of such indemnified party
unless the employment of such counsel has been specifically authorized by the
indemnifying party or unless a conflict of interest exists between the
interests of the indemnified and indemnifying parties that requires a separate
representation, in which case the fees and expenses of separate counsel shall
be paid by the indemnifying party. The indemnifying party shall not be liable
for any settlement of any action effected without its consent, but if settled
with the consent of the indemnifying party or if there shall be a final
judgment for the plaintiff in any such action, the indemnifying party shall
indemnify and hold harmless the indemnified party from and against any loss or
liability by reason of such settlement or judgment.





                                       8
<PAGE>   13
                                  ARTICLE VIII

                               FURTHER AGREEMENTS

                 SECTION 8.1. ADDITIONAL ACTIONS BY PARTIES

                          (a) On and after the Closing Date, Seller shall
execute and deliver such documents and do and perform all such other acts as
may reasonably be required by Buyer in order fully to convey and transfer to
and vest in Buyer all of the assets, properties, business and rights of Seller
intended to be assigned, transferred and conveyed pursuant hereto.

                          (b) Buyer shall execute and deliver all such
documents and assumptions and do and perform all such other acts as may be
reasonably requested by Seller to assure the assignment to and the assumption
by Buyer of the Assumed Liabilities and shall cooperate to provide access to
the records and former employees of Seller to the extent reasonably necessary
in connection with Seller's tax returns.

                 SECTION 8.2. ANNOUNCEMENTS. Except as expressly contemplated
by this Agreement, the parties will mutually agree as to the time, form and
content before issuing any press releases or otherwise making any public
statements or statements to third parties with respect to transactions
contemplated hereby and shall not issue any press release or, except as
necessary to perform their respective obligations hereunder, discuss the
transactions contemplated hereby with any third party prior to reaching mutual
agreement with respect thereto, except as may be required by law.

                 SECTION 8.3. COSTS AND TRANSFER TAXES. Except as set forth in
this Section 8.3, each party hereto shall pay its own costs and expenses
(including legal fees and expenses) incurred in connection with due diligence
reviews, the preparation, negotiation and execution of this Agreement and all
other agreements, certificates, instruments and documents delivered hereunder
and all other matters relating to the consummation of the transactions
contemplated hereby.

                 SECTION 8.4. BOOKS AND RECORDS AFTER CLOSING. From and after
the Closing Buyer shall own and be entitled to possession of all books and
records of Seller relating in any manner to the Purchased Assets.

                                   ARTICLE IX

                                    CLOSING

                 SECTION 9.1. CLOSING; EFFECTIVE TIME. The legal transfer of
the Purchased Assets, and risk of loss with respect thereto, shall be effective
simultaneously with the


                                       9

<PAGE>   14
execution of this Agreement by the parties hereto, and all income and expense
attributable to the ownership of the Purchased Assets (measured on an accrual
basis) to the Closing Date shall be for the account of Seller and thereafter
for the account of Buyer.

                 SECTION 9.2. SELLER'S CLOSING DELIVERIES. Seller shall have
executed and delivered, or caused to be executed and delivered, to Buyer at the
Closing each of the following:

                          (a) the Assumption Agreement;

                          (b) the Trademark Assignment;

                          (c) OTHER AGREEMENTS. Seller shall perform or shall
have performed all of the covenants and agreements contained in this Agreement
to be performed or complied with by Seller at or prior to the Closing
hereunder.

         Simultaneously with the consummation of the transfer, Buyer shall take
full possession and enjoyment of all Purchased Assets.

                 SECTION 9.3. BUYER'S CLOSING DELIVERIES. Buyer shall deliver,
or cause to be delivered, to Seller at the Closing each of the following:

                          (a) the Purchase Price, by wire transfer;

                          (b) the Assumption Agreement;

                          (c) any other documents necessary to consummate the
transactions contemplated under this Agreement.

                                   ARTICLE X

                                 MISCELLANEOUS

                 SECTION 10.1. ENTIRE UNDERSTANDING, WAIVER, ETC. This
Agreement (including all schedules and exhibits attached hereto) and all other
agreements executed and delivered at the Closing set forth the entire
understanding of the parties and supersede any and all prior or contemporaneous
agreements, arrangements and understandings relating to the subject matter
hereof, and the provisions hereof may not be changed, modified, waived or
altered except by an agreement in writing signed by the parties hereto. A
waiver by any party of any of the terms or conditions of this Agreement, or of
any breach thereof, shall not be deemed a waiver of such term or condition for
the future, or of any other term or condition hereof, or of any subsequent
breach thereof.





                                       10
<PAGE>   15
                 SECTION 10.2. SEVERABILITY. If any provision of this Agreement
or the application of such provision shall be held by a court of competent
jurisdiction to be unenforceable, the remaining provisions of this Agreement
shall remain in full force and effect.

                 SECTION 10.3. CAPTIONS. The captions herein are for
convenience only and shall not be considered a part of this Agreement for any
purpose, including, without limitation, the construction or interpretation of
any provision hereof.

                 SECTION 10.4. NOTICES. All Notices, requests, demands and
other communications that are required or may be given under this Agreement
shall be in writing. All Notices shall be deemed to have been duly given or
made: if by hand, immediately upon delivery; if by telecopier or similar
device, immediately upon sending, provided notice is sent on a business day
during the hours of 9:00 a.m. and 6:00 p.m. Central Time, but if not, then
immediately upon the beginning of the first business day after being sent; if
overnight by Federal Express, Express Mail or any other reputable overnight
delivery service, one (1) business day after being placed in the exclusive
custody and control of said courier; and if mailed by certified mail, return
receipt requested, five (5) business days after mailing.  Notwithstanding the
foregoing, with respect to any Notice given or made by telecopier or similar
device, such Notice shall not be effective unless and until (i) the telecopier
or similar device being used prints a written confirmation of the successful
completion of such communication by the party sending the Notice, and (ii) a
copy of such Notice is deposited in first class mail to the appropriate address
for the party to whom the Notice is sent. In addition, notwithstanding the
foregoing, a notice of a change of address by a party hereto shall not be
effective until received by the party to whom such notice of a change of
address is sent. All Notices are to be given or made to the parties at the
following addresses (or to such other address as either party may designate by
Notice in accordance with the provisions of this Section):

         (a)     If to Seller:    Borden/Meadow Gold Dairies Investments, Inc.
                                  c/o Mid-America Dairymen, Inc.
                                  3253 East Chestnut Expressway
                                  Springfield, Missouri 65802
                                  Attention: Gerald L. Bos, Vice President
                                  Fax Number: (417) 865-1093

                 Copy to:         Mid-America Dairymen, Inc.
                                  3253 East Chestnut Expressway
                                  Springfield, Missouri 65802
                                  Attention: David A. Geisler, Esq.,
                                    Vice President-Legal
                                  Fax Number: (417) 865-1093





                                       11
<PAGE>   16
         (b)     If to Buyer:     Southern Foods Group, L.P.
                                  3114 South Haskell
                                  Dallas, Texas 75223
                                  Attention: Mr. Pete Schenkel
                                  Fax Number: (214) 821-1686

                 SECTION 10.5. SUCCESSORS AND ASSIGNS. Neither this Agreement
nor any of the rights or obligations arising hereunder shall be assignable
without the prior written consent of the parties hereto. Nothing in this
Agreement, express or implied, shall confer upon any Person, other than the
parties hereto, and their successors and permitted assigns, any rights or
remedies under or by reason of this Agreement.

                 SECTION 10.6. SCHEDULES AND EXHIBITS. The schedules and
exhibits attached hereto shall form a part of this Agreement and are hereby
incorporated into this Agreement by reference.

                 SECTION 10.7. COUNTERPARTS. This Agreement may be executed in
two or more counterparts, each of which shall be deemed an original but all of
which, together, shall constitute one and the same instrument.

                 SECTION 10.8. CONSTRUCTION OF TERMS. Any reference herein to
the masculine or neuter shall include the masculine, the feminine and the
neuter, and any reference herein to the singular or plural shall include the
opposite thereof. The parties to this Agreement acknowledge that each party and
counsel to each party has participated in the drafting of this Agreement and
agree that this Agreement shall not be interpreted against one party or the
other based upon who drafted it.

                 SECTION 10.9. ATTORNEYS' FEES AND COSTS. Unless otherwise
provided herein to the contrary, in the event any action or proceeding is
commenced by any party to this Agreement to (a) determine rights, duties or
obligations under this Agreement, (b) determine a breach of this Agreement and
obtain damages as a result of such breach or (c) otherwise enforce this
Agreement, the prevailing party in such action or proceeding shall be entitled
to recover from the non-prevailing party all of the prevailing party's
out-of-pocket costs and expenses, including, without limitation, all reasonable
attorneys' fees, disbursements and related charges.

                 SECTION 10.10. GOVERNING LAW. THIS AGREEMENT SHALL BE
CONTROLLED, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
TEXAS APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THAT STATE.





                                       12


<PAGE>   17
                 SECTION 10.11. THIRD-PARTY BENEFICIARIES. The parties hereto
acknowledge and agree that no third party is intended to be a third-party
beneficiary of this Agreement.

                 SECTION 10.12. ARBITRATION. Buyer and Seller agree that any
dispute or controversy arising out of or in connection with this Agreement or
any alleged breach hereof shall be settled by arbitration in Dallas, Texas
pursuant to the rules of the American Arbitration Association. If the two
parties cannot jointly select a single arbitrator to determine the matter, one
arbitrator shall be chosen by each party (or, if a party fails to make a
choice, by the American Arbitration Association on behalf of such party) and
the two arbitrators so chosen will select a third. The decision of the single
arbitrator jointly selected by the parties, or, if three arbitrators are
selected, the decision of any two of them, will be final and binding upon the
parties and the judgment of a court of competent jurisdiction may be entered
thereon. The fees of the arbitrators and costs of the arbitration shall be
borne by the parties in such manner as shall be determined by the arbitrators.

                 SECTION 10.13. DTPA WAIVER. Buyer and Seller hereby waive all
of the provisions of the Texas Deceptive Trade Practices Consumer Protection
Act, other than Section 17.555 of such Act, and expressly acknowledge and agree
that each (a) has assets of Five Million Dollars ($5,000,000.00) or more, (b)
has knowledge and experience in financial and business matters that enables it
to evaluate the merits and risks of the transactions contemplated by this
Agreement, and (c) is not in a significantly disparate bargaining position
relative to each other but has agreed to this provision in negotiations
involving real choice on the part of each party.

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

                                        SELLER:

                                        BORDEN/MEADOW GOLD DAIRIES 
                                          INVESTMENTS, INC.

                                        By:   /s/ DAVID GEISLER
                                            -----------------------------------
                                        Its:  Vice President
                                            ----------------------------------




                                       13
<PAGE>   18
                                        BUYER:

                                        SOUTHERN FOODS GROUP, L.P.

                                        By:     SFG Management Limited
                                                Liability Company, General
                                                Partner

                                        By:  /s/ PETE SCHENKEL
                                            -----------------------------------
                                        Its:     PRES. CEO
                                            -----------------------------------




                                       14
<PAGE>   19
                               JOINDER BY MID-AM

         Mid-Am is Joining in the execution and delivery of this Agreement for
the purposes of (a) acknowledging the terms and provisions of this Agreement,
(b) acknowledging its consent as the sole shareholder of Seller to the
execution and delivery of this Agreement by Seller and the performance by
Seller of its obligations under this Agreement, and (c) agreeing to cause
Seller to perform its obligations under this Agreement.

                                        MID-AMERICA DAIRYMEN, INC.


                                        By: /s/ GERALD BOS
                                           -----------------------------------
                                        Its: Vice President
                                            ----------------------------------




                                       15
<PAGE>   20
                                   EXHIBIT A

                      ASSIGNMENT AND ASSUMPTION AGREEMENT

         THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "AGREEMENT") is made
and entered into this ______ day of_________, 1997, by and between 
Borden/Meadow Gold Dairies Investments, Inc., a Delaware corporation
("ASSIGNOR"), and Southern Foods Group, L.P., a Delaware limited partnership
("ASSIGNEE").

         WHEREAS, in accordance with, and pursuant to, that certain Asset
Purchase Agreement dated as of August     1997 (the "Purchase Agreement"), 
among Assignor, Assignee, and Mid-America Dairymen, Inc., a Kansas cooperative
marketing association, Assignor and Assignee have agreed to enter into this
Agreement (all capitalized terms used herein and not otherwise defined herein
shall have the meanings ascribed to them in the Purchase Agreement);

         NOW, THEREFORE, in consideration of their obligations under the
Purchase Agreement, and their mutual agreements, covenants and undertakings and
the mutual agreements, covenants and undertakings of the parties herein
contained, it is agreed as follows:

         SECTION 1. ASSIGNMENT. Assignor hereby assigns to Assignee the Assumed
Liabilities and all of Assignor's right, title and interest in and to the
Assumed Contracts.

         SECTION 2. ACCEPTANCE OF ASSIGNMENT BY ASSIGNEE; PERFORMANCE. Assignee
hereby accepts the assignment from Assignor of the Assumed Contracts and the
Assumed Liabilities as provided in Section 1 hereof. Assignee hereby assumes
and agrees to pay, perform and discharge the Assumed Liabilities when and as
the same become due, and Assignee hereby agrees to perform and discharge all
obligations which accrue and are to be performed and discharged under the
Assumed Contracts after the Closing Date, when and as the same become due.

         SECTION 3. PURSUANT TO PURCHASE AGREEMENT. This instrument is executed
pursuant to and in furtherance of, and is subject to, the terms and conditions
of the Purchase Agreement. It does not replace, substitute for, expand or
extinguish any obligation or provision of the Purchase Agreement.

         SECTION 4. BINDING. This instrument shall be binding upon and inure to
the benefit of the parties hereto and their respective successors, legal
representatives and assigns.

         SECTION 5. GOVERNING LAW. This instrument shall be governed by, and
construed and interpreted in accordance with, the laws of the State of Texas.





<PAGE>   21
         IN WITNESS WHEREOF, each party hereto has caused this instrument to be
executed by its duly authorized officer as of the day and year first above
written.


                                      BUYER:
                                      
                                      SOUTHERN FOODS GROUP, L.P.
                                      
                                      By:     SFG Management Limited Liability
                                              Company, General Partner
                                      
                                              By:
                                                  ------------------------------
                                                  Its:
                                                      --------------------------

                                      SELLER:
                                      
                                      BORDEN/MEADOW GOLD DAIRIES
                                        INVESTMENTS, INC.
                                      
                                      By:
                                          --------------------------------------
                                          Its:
                                              ----------------------------------





<PAGE>   22
                                   EXHIBIT B

                              TRADEMARK ASSIGNMENT

         This Trademark Assignment is made the _______ day of September, 1997,
between BORDEN/MEADOW GOLD DAIRIES INVESTMENTS, INC., a Delaware corporation
("ASSIGNOR"), and SOUTHERN FOODS GROUP, L.P., a Delaware limited partnership
("ASSIGNEE").

         WHEREAS,

I.       Assignor has used and is the owner of trademarks listed in Schedule A,
together with common law rights therein (hereinafter, the "Trademarks"); and

II.      The Trademarks are the subject of both federal and state registrations
and applications, details of which are set out in Schedule A hereto; and

III.     The Trademarks are subject to a license agreement between
Borden/Meadow Gold Dairies Investments, Inc. and Borden/Meadow Gold Dairies,
Inc., a Delaware corporation, in Ogden, Utah, a copy of which is attached as
Schedule B;

IV.      Assignor has agreed to assign to Assignee all rights of Assignor in
the Trademarks, including all property, right, title and interest in and to the
Trademarks, including the registrations listed in Exhibit A hereto, and the
goodwill associated therewith.

         NOW THIS DEED WITNESSETH AS FOLLOWS:

         For good and valuable consideration (the receipt and sufficiency of
which is hereby acknowledged), Assignor hereby assigns and conveys to Assignee
all Assignor's rights in the Trademarks, including all property, right, title,
and interest in and to the Trademarks, and the registrations and applications
for registration listed in Exhibit A hereto, the common law rights therein, the
goodwill associated with the business in which the Trademarks are used, and the
right to recover for past infringements thereof, and to collect any royalty
thereof; to hold the same unto Assignee absolutely.

         Assignor agrees to assist Assignee in any ongoing or future disputes
involving the validity, infringement, or ownership of the Trademarks.

         IN WITNESS WHEREOF, Assignor has executed this Assignment the date and
year first written above.

                                        BORDEN/MEADOW GOLD DAIRIES 
                                          INVESTMENTS, INC.

                                      By:
                                         --------------------------------------
                                         David A. Geisler, Vice President

Exhibit B - Trademark Assignment - Page 1





<PAGE>   23


                                       Accepted By:
                                           
                                       SOUTHERN FOODS GROUP, L.P.
                                           
                                       By:     SFG Management Limited Liability
                                               Company, its General Partner
                                           
                                               By:
                                                  -----------------------------
                                                  Patrick K. Ford  
                                                  Assistant Secretary





STATE OF ______________________  )
                                 )
COUNTY OF _____________________  )

         BEFORE ME, on this day personally appeared David A. Geisler, known to
me to be the person whose name is subscribed to the foregoing instrument on
behalf of Borden/Meadow Gold Dairies Investments, Inc. and acknowledged to me
that he executed the same on behalf of the corporation as the Vice President
for the purposes and consideration therein expressed.

         Subscribed to and sworn to before me this ____ day of September, 1997.



                                        ---------------------------------------
                                        Notary Public in and for the 
                                        State of 
                                                 ------------------------------

                                        Printed Name:
                                                     -------------------------
                                        My Commission Expires:
                                                              ----------------



Exhibit B - Trademark Assignment - Page 2





<PAGE>   24
                                   SCHEDULE A


<TABLE>
<CAPTION>
                               U.S. OR STATE REGISTRATION
     TRADEMARK               NO. OR U.S. APPLICATION NO.(SN)                  GOODS INCLUDING:
     ---------               -------------------------------                  ----------------
<S>                          <C>                                      <C>
BLUE VALLEY                           U.S. 1,088,264                  Ice cream, namely, frozen ice cream packed in bulk in various
                                                                      flavors, in regular, lowfat and fat-free varieties.   
                                                                                                                            
BLUEBERRY WAFFLE                      S.N. 75/243,256                 Ice cream and sherbet.                                
CRUNCH                                                                                                                      
                                                                                                                            
CHERRY BLOSSOM SWIRL                  S.N. 75/245,481                 Ice cream and sherbet.                                
                                                                                                                            
CHOCOLATE MIDNIGHT                    S.N. 75/243,255                 Ice cream and sherbet.                                
MADNESS                                                                                                                     
                                                                                                                            
CRANBERRY-RASPBERRY                   S.N. 75/209,503                 Yogurt.                                               
BAY                                                                                                                         
                                                                                                                            
CRAZY MILK                            U.S. 1,991,763                  Flavored fresh milk, namely, 2% lowfat milk in various flavors
                                                                      such as blueberry, strawberry, banana, chocolate and 
                                                                      chocolate peanut butter cup.           
                                                                                                                            
ECON-O-WAY                            U.S. 1,661,693                  Flavored fresh milk, namely, 1% and 2% lowfat milk,homogenized
                                                                      whole milk, nonfat skim milk, 1% and 2% lowfat chocolate milk
                                                                      whole chocolate milk, skim chocolate milk; fluid UHT milk 
                                                                      processed at ultra high temperatures for sale as refrigerated 
                                                                      or non-refrigerated, extended life products, either 
                                                                      aseptically or non-aseptically packed, namely whole milk, 1%
                                                                      and 2% lowfat milk, skim milk and lactose-reduced and lactose
                                                                      free milk.                       
                                                                                                                            
ECON-O-WAY                            U.S. 1,682,452                  Fluid fresh milk, namely, 1% and 2% low-fat milk, homogenized
                                                                      whole milk, nonfat skim milk, 1% and 2% lowfat chocolate milk,
                                                                      whole chocolate milk, skim chocolate milk.   
                                                                                                                            
FABULOUS FRUIT                        S.N. 75/243,473                 Ice cream and sherbet.                                
SHORTCAKE                                                                                                                   
                                                                                                                            
FARMSTEAD                             U.S. 1,406,961                  Ice cream, namely, frozen ice cream packed in bulk in various
                                                                      flavors in regular, lowfat and fat-free varieties.  
                                                                      
                                                      
FARMSTEAD                             U.S. 1,407,842                  Fluid fresh milk, namely, 1% and 2% lowfat milk, homogenized
                                                                      whole milk, nonfat skim milk, 1% and 2% lowfat chocolate milk,
                                                                      whole chocolate milk, skim chocolate milk; fluid UHT milk
                                                                      processed at ultra high temperature for sale as refrigerated
                                                                      or non-refrigerated, extended life products, either
                                                                      aseptically or non-aseptically packed, namely whole milk, 1%
                                                                      and 2% lowfat milk, skim milk and lactose-reduced and lactose
                                                                      free milk.            
</TABLE>

                                        3

<PAGE>   25

<TABLE>
<S>                                   <C>                            <C>
FROSTICK                              U.S. 311,368                    Frozen confections, namely, regular ice cream sherbet and
                                                                      water ice pops on sticks in various flavors and coatings.  

FRUIT BLOSSOM DELIGHT                 S.N. 75/268,436                 Sherbet.

GLACIER CLUB                          S.N. 75/125,446                 Ice cream, namely, frozen ice cream packed in bulk in various 
                                                                      flavors in regular, lowfat and fat-free varieties.     

GLACIER CLUB                          Alabama 104-950                 Ice cream, namely, frozen ice cream packed in bulk in various
                                                                      flavors in regular, lowfat and fat-free varieties. 

GLACIER CLUB                          Arizona 17,325                  Ice cream, namely, frozen ice cream packed in bulk in various
                                                                      flavors in regular, lowfat and fat-free varieties. 

GLACIER CLUB                          Connecticut 2500                Ice cream namely, frozen ice cream packed in bulk in various
                                                                      flavors in regular, lowfat and fat-free varieties.  

GLACIER CLUB                          Florida 911,988                 Ice cream, namely, frozen ice cream packed in bulk in various
                                                                      flavors in regular, lowfat and fat-free varieties. 

GLACIER CLUB                          Georgia T-1146                  Ice cream, namely, frozen ice cream packed in bulk in various
                                                                      flavors in regular, lowfat and fat-free varieties. 

GLACIER CLUB                          Illinois 41,033                 Ice cream, namely, frozen ice cream packed in bulk in various
                                                                      flavors in regular, lowfat and fat-free varieties. 

GLACIER CLUB                          Iowa 3255                       Ice cream, namely, frozen ice cream packed in bulk in various
                                                                      flavors in regular, lowfat and fat-free varieties.           

GLACIER CLUB                          Kansas ---                      Ice cream, namely, frozen ice cream packed in bulk in various
                                                                      flavors in regular, lowfat and fat-free varieties.           

GLACIER CLUB                          Kentucky 04581                  Ice cream, namely, frozen ice cream packed in bulk in various
                                                                      flavors in regular, lowfat and fat-free varieties.           

GLACIER CLUB                          Louisiana ---                   Ice cream, namely, frozen ice cream packed in bulk in various
                                                                      flavors in regular, lowfat and fat-free varieties.           

GLACIER CLUB                          Michigan M15-013                Ice cream, namely, frozen ice cream packed in bulk in various
                                                                      flavors in regular, lowfat and fat-free varieties.           

GLACIER CLUB                          Minnesota 4125                  Ice cream, namely, frozen ice cream packed in bulk in various
                                                                      flavors in regular, lowfat and fat-free varieties.           

</TABLE>



                                       4
<PAGE>   26
<TABLE>
<S>                                   <C>                             <C>                                        
GLACIER CLUB                          Mississippi G264                Ice cream, namely, frozen ice cream packed in bulk in various
                                                                      flavors in regular, lowfat and fat-free varieties.           

GLACIER CLUB                          Missouri 4720                   Ice cream, namely, frozen ice cream packed in bulk in various
                                                                      flavors in regular, lowfat and fat-free varieties.           

GLACIER CLUB                          New Hampshire ---               Ice cream, namely, frozen ice cream packed in bulk in various
                                                                      flavors in regular, lowfat and fat-free varieties.           

GLACIER CLUB                          New Mexico 9278                 Ice cream, namely, frozen ice cream packed in bulk in various
                                                                      flavors in regular, lowfat and fat-free varieties.           

GLACIER CLUB                          North Carolina ---              Ice cream, namely, frozen ice cream packed in bulk in various 
                                                                      flavors in regular, lowfat and fat-free varieties.           

GLACIER CLUB                          Rhode Island 81-3-16            Ice cream, namely, frozen ice cream packed in bulk in various
                                                                      flavors in regular, lowfat and fat-free varieties. 
                                                                                                                                   
GLACIER CLUB                          South Carolina 2120             Ice cream, namely, frozen ice cream packed in bulk in various
                                                                      flavors in regular, lowfat and fat-free varieties. 

GLACIER CLUB                          Texas 28,961                    Ice cream, namely, frozen ice cream packed in bulk in various
                                                                      flavors in regular, lowfat and fat-free varieties. 
                                                                                                                                   
GO LIGHTLY & DESIGN                   U.S. 1,331,064                  Fluid fresh milk namely 1% and 2% lowfat milk, homogenizedous
                                                                      whole milk, nonfat skim milk, 1% and 2%  lowfat chocolate    
                                                                      milk, whole chocolate milk and skim  chocolate milk.         

GRAND OLD VANILLA                     U.S. 1,064,973                  Ice cream, namely, frozen ice cream packed in bulk in various
                                                                      flavors in regular, lowfat and fat-free varieties.           

HOLLAND DUTCH TREAT                   U.S. 746,288                    Fluid fresh milk, namely 1% and 2% lowfat milk,  homogenized
                                                                      whole milk, nonfat skim milk, 1% and 2% lowfat chocolate
                                                                      milk, whole chocolate milk, and skim chocolate milk; ice 
                                                                      cream, namely frozen ice cream  packed in bulk in various 
                                                                      flavors in regular, lowfat  and fat free varieties.

HOLLAND DUTCH & DESIGN              U.S. 1,872,664                    Refrigerated yogurt in regular and lowfat varieties.

HONEY ALMOND OASIS                  S.N. 75/263,322                   Yogurt.

HONEY LIGHT                         U.S. 1,637,620                    Refrigerated yogurt in regular and lowfat varieties.

JAVA & CREAM                        S.N. 75/243,257                   Ice cream and sherbet.
</TABLE>




                                       5
<PAGE>   27
<TABLE>
<S>                                 <C>                               <C>
LITE-LINE (Stylized Letters)        U.S. 929,657                      Fluid fresh milk, namely 1% and 2% lowfat milk, nonfat skim
                                                                      milk, 1% and 2% lowfat chocolate milk, and skim  chocolate
                                                                      milk, fluid UHT milk processed at ultra high temperatures for
                                                                      sale as refrigerated or  non-refrigerated, extended life
                                                                      products, either  aseptically or non-aseptically packed,
                                                                      namely; 1% and  2% lowfat milk and skim milk.

LITE-LINE                           U.S. 1,178,356                    Refrigerated yogurt in regular, lowfat and fat-free 
                                                                      varieties and in various flavors; cottage cheese in regular,
                                                                      lowfat and fat-free varieties.

MALT ASSAULT                        S.N. 75/243,258                   Ice cream and sherbet.  
                                                                                              
MARVELOUS MOCHA                     S.N. 75/245,478                   Ice cream and sherbet.  

MEADOW GOLD (Stylized               U.S. 145,605                      Ice cream, namely, frozen ice cream packed in bulk in various
Letters)                                                              flavors in regular, lowfat and fat-free varieties. 
                                                                      
MEADOW GOLD (Stylized               U.S. 173,261                      Fluid fresh milk, namely, 1% lowfat milk, 2% lowfat milk;
Letters)                                                              milk; homogenized whole milk, nonfat skim milk; 1% and 2% 
                                                                      lowfat chocolate milk, whole chocolate milk,  skim chocolate
                                                                      milk and buttermilk, all of these HTST  products, being sold
                                                                      in paperboard and plastic  containers; fluid HTST cream,
                                                                      namely, whipping, heavy  cream light cream, half-and-half, and
                                                                      fat-free cream,  fluid UHT milk processed at ultra high
                                                                      temperatures for sale as refrigerated and non-refrigerated,
                                                                      extended  life products, packed both aseptically and 
                                                                      non-aseptically; fluid UHT cream processed at  ultra-high
                                                                      temperatures for sale as refrigerated and  non-refrigerated,
                                                                      extended life products packed both  aseptically and
                                                                      non-septically, namely, heavy and  light, half-and-half and
                                                                      fat-free cream. 

MEADOW GOLD (Stylized               U.S. 281,436                      Ice cream, namely, frozen ice cream packed in bulk in various
Letters)                                                              flavors in regular, lowfat and fat-free varieties; butter in
                                                                      regular, lowfat, salted and unsalted varieties.


</TABLE>


                                       6
<PAGE>   28
<TABLE>
<S>                                 <C>                               <C>
MEADOW GOLD (Stylized               U.S. 285,893                      Fluid fresh milk, namely, 1% lowfat milk 2% lowfat milk,
Letters)                                                              homogenized whole milk, nonfat skim milk; 1% and 2% lowfat
                                                                      chocolate milk, whole chocolate milk, skim chocolate milk and
                                                                      buttermilk, all of these HTST  products, being sold in
                                                                      paperboard and plastic  containers; fluid HTST cream, namely,
                                                                      whipping, heavy  cream, light cream, half-and-half, and
                                                                      fat-free cream,  fluid UHT milk processed at ultra high
                                                                      temperatures for sale as refrigerated and non-refrigerated,
                                                                      extended  life products, packed both aseptically and
                                                                      non-aseptically; fluid UHT cream processed at  ultra-high
                                                                      temperatures for sale as refrigerated and non-refrigerated,
                                                                      extended life products packed both aseptically and
                                                                      non-aseptically, namely, heavy and  light, half-and-half and
                                                                      fat-free cream.
                                                                                                                                
MEADOW GOLD (Stylized               U.S. 394,672                      Orangeade.
Letters)                                                    
                                                            
MEADOW GOLD (Stylized               U.S. 582,470                      Fluid fresh milk, namely 1% and 2% lowfat milk, homogenized
Letters)                                                              whole milk; nonfat skim milk; 1% and 2% lowfat chocolate milk,
                                                                      whole chocolate milk, skim chocolate milk, flavored milk and
                                                                      buttermilk; fluid HTS cream, namely, whipping, heavy cream,
                                                                      light cream, half-and-half, and fat-free cream; fluid UHT milk
                                                                      processed at ultra high temperatures for sale as refrigerated
                                                                      or non-refrigerated, extended life  products, packed both
                                                                      aseptically, or non-aseptically,  namely, ice cream and
                                                                      sherbet packed in bulk in various flavors in regular, lowfat
                                                                      and fat-free varieties;  frozen confections, namely regular,
                                                                      reduced sugar, and  no sugar added ice cream pops on sticks in
                                                                      various  flavors; ice cream bars and sandwiches; ice cream
                                                                      cups, sour cream in regular and lowfat varieties; fruit 
                                                                      juices and drinks; cottage cheese and yogurt in regular lowfat
                                                                      and non-fat varieties.                            
</TABLE>



                                       7
<PAGE>   29
<TABLE>
<S>                                 <C>                               <C>
MEADOW GOLD & SHIELD                U.S. 1,936,181                    Fluid fresh milk, namely 1% and 2% lowfat milk; 
DESIGN                                                                homogenized whole milk; nonfat skim milk; 1% and 2% lowfat
                                                                      chocolate milk, whole chocolate milk, skim  chocolate milk,
                                                                      eggnog and buttermilk; fluid HTS cream, namely, whipping.
                                                                      heavy cream, light cream, half-and- half, and fat-free cream;
                                                                      fluid UHT milk processed at  ultra high temperatures for sale
                                                                      as refrigerated or non-refrigerated, extended life products,
                                                                      packed both aseptically, or non-aseptically, namely, ice
                                                                      cream,  frozen yogurt and sherbet packed in bulk in various 
                                                                      flavors in regular, lowfat and fat-free varieties;  frozen
                                                                      confections, namely regular, reduced sugar, and  no sugar
                                                                      added ice cream pops on sticks in various  flavors; ice cream
                                                                      bars and sandwiches; ice cream cups, on sticks in various
                                                                      flavors; ice cream bars and  sandwiches, sour cream in regular
                                                                      and lowfat varieties; fruit juices and drinks; cottage cheese
                                                                      and yogurt in  regular, lowfat and non-fat varieties; butter
                                                                      and  margarine in regular and lowfat varieties.         
MEADOW GOLD                         103,325         
(Alabama)                                           

MEADOW GOLD                         25439           
(Arizona)                                           

MEADOW GOLD                         116-87          
(Arkansas)                                          

MEADOW GOLD                         085406          
(California)                                        

MEADOW GOLD                         851033105       
(Colorado)                                          

*MEADOW GOLD                        N/A             
(Connecticut)                                       

MEADOW GOLD                         9524            
(Delaware)                                          

*MEADOW GOLD                        900621          
(Florida)                                           

MEADOW GOLD                         7595            
(Georgia)                                           

MEADOW GOLD                         12011           
(Idaho)                                             

MEADOW GOLD                         60299           
(Illinois)                                          

MEADOW GOLD                         5009-8021       
(Indiana)                           
</TABLE>





                                       8
<PAGE>   30


<TABLE>
<S>                                 <C>                              
MEADOW GOLD                          8188           
(Iowa)                                              

MEADOW GOLD                          N/A            
(Kansas)                                            

MEADOW GOLD                          9465           
(Kentucky)                                          

MEADOW GOLD                          N/A            
(Louisiana)                                         

MEADOW GOLD                          87-6790        
(Maryland)                                          

MEADOW GOLD                          M57-057        
(Michigan)                                          

MEADOW GOLD                          N/A            
(Mississippi)                                       

MEADOW GOLD                          9510           
(Missouri)                                          

MEADOW GOLD                          69145          
(Nebraska)                                          

MEADOW GOLD                          N/A            
(Nevada)                                            

MEADOW GOLD                          7371           
(New Jersey)                                        

MEADOW GOLD                          R24419         
(New York)                                          

MEADOW GOLD                          6987           
(North Carolina)                                    

MEADOW GOLD                          21254          
(Oklahoma)                                          

MEADOW GOLD                          976091         
(Pennsylvania)                                      

MEADOW GOLD                          N/A            
(South Carolina)                                    

MEADOW GOLD                          6851109        
(Tennessee)                                         

MEADOW GOLD                          47328          
(Texas)                                             

MEADOW GOLD                          28506          
(Utah)                                              

MEADOW GOLD                          452            
(Virginia)                                          
</TABLE>



                                       9
<PAGE>   31


<TABLE>
<S>                                 <C>                               <C>
MEADOW GOLD                         N/A     
(Wisconsin)                                 

MEADOW GOLD                         N/A     
(Wyoming)

MEADOW LIGHT                        U.S. 1,544,637                    Calorie-reduced butter; and dairy spread, namely, lowfat
                                                                      butter spread.

MILK WAGON DESIGN                   U.S. 1,412,503                    Fluid fresh milk, namely 1% and 2% lowfat milk, homogenized
                                                                      whole milk; nonfat skim milk; 1% and 2%  lowfat chocolate
                                                                      milk, whole chocolate milk, skim  chocolate milk, all of these
                                                                      HTST products being sold  in paperboard and plastic
                                                                      containers; fluid HTST cream, namely whipping, heavy cream,
                                                                      light cream,  half-and-half, and fat-free cream; fluid UHT
                                                                      milk  processed at ultra high temperatures for sale as 
                                                                      refrigerated or non-refrigerated, extended life  products,
                                                                      either aseptically, or non-aseptically  packed, namely whole
                                                                      milk, 1% and 2% lowfat milk, skim  milk and lactose-reduced
                                                                      and lactose-free milk; fluid UHT cream processed at ultra high
                                                                      temperatures for sale as refrigerated or non-refrigerated,
                                                                      extended life  products, either aseptically or non-aseptically
                                                                      packed, namely heavy whipping, light, half-and-half and 
                                                                      fat-free creams; fresh, refrigerated eggnog and UHT  eggnog
                                                                      processed at ultra high temperatures in regular, light and
                                                                      fat-free varieties; ice cream and frozen  yogurt, namely
                                                                      frozen ice cream, sherbet and yogurt packed in bulk in various
                                                                      flavors in regular, lowfat  and fat-free varieties; frozen
                                                                      confections, namely, regular, reduced sugar, and no sugar
                                                                      added ice cream  pops on sticks in various flavors; ice cream
                                                                      bars and  sandwiches, ice cream cups and cones, both
                                                                      containing  bulk ice cream; cultured products, namely, 
                                                                      cottage cheese in regular, lowfat and fat-free varieties, 
                                                                      sour cream in regular, lowfat and fat-free varieties,     
                                                                      ready-made sour cream dips; sour half-and-half, yogurt in
                                                                      regular, lowfat and fat-free varieties; butter in regular,
                                                                      lowfat and fat-free varieties; creamed cheese  in regular and
                                                                      lowfat varieties; orange juice and apple juice.
                                                                                                                                 
MINTERRIFIC                         S.N. 75/243,254                   Ice cream and sherbet.

MOO JUICE                           S.N. 75/195,308                   Milk and flavored milk.

MOUNTAIN HIGH & DESIGN              U.S. 1,132,793                    Refrigerated yogurt in regular lowfat and non-fat varieties.

MOUNTAIN HIGH                       U.S. 1,132,794                    Refrigerated yogurt in regular, lowfat and non-fat varieties.
</TABLE>



                                         10

<PAGE>   32

<TABLE>
<S>                                 <C>                               <C>
OLD FASHIONED RECIPE                U.S. 1,496,023                    Ice cream packed in bulk in various flavors.

PACE                                U.S. 892,148                      Fluid fresh milk, namely, 1% lowfat milk, 2% lowfat milk;
                                                                      homogenized whole milk, nonfat skim milk; 1% and 2% lowfat
                                                                      chocolate milk, whole chocolate milk, skim chocolate milk and
                                                                      buttermilk; fluid HTST cream, namely, whipping, heavy cream,
                                                                      light cream, half-and-half, and fat-free cream sold in
                                                                      paperboard and plastic containers; fluid UHT milk and cream 
                                                                      processed at ultra high temperatures for sale as refrigerated
                                                                      and non-refrigerated, extended life products, packed both
                                                                      aseptically and non-aseptically; cottage cheese and sour
                                                                      cream in regular, lowfat and  nonfat varieties.         

POINSETTIA                          U.S. 813,109                      Fluid fresh milk, namely, 1% lowfat milk 2% lowfat milk;
                                                                      homogenized whole milk, nonfat skim milk; 1% and 2% lowfat
                                                                      chocolate milk, whole chocolate milk, skim  chocolate milk and
                                                                      butter milk; fluid UHT milk  processed at ultra high
                                                                      temperatures for sale as refrigerated and non-refrigerated,
                                                                      extended life products, packed both aseptically and
                                                                      non-aseptically.   

RAINBOW RAPTURE                     S.N. 75/245,480                   Ice cream and sherbet.                         
                                                                                                       
READY FRESH PACK                    U.S. 1,408,446                    Cardboard milk containers.                     
                                                                                                       
RICH & FIT                          S.N. 75/263,321                   Yogurt.                                        
                                                                                                       
ROYAL DANISH                        S.N. 75/285,014                   Non-dairy creamer and imitation dairy products, namely,
                                                                      whipped cream, sour cream, vegetable and dairy-based dip 
                                                                      mixes.           

RUBY RED RASPBERRY                  S.N. 75/245,477                   Ice cream and sherbet.                         
                                                                                                       
SHIELD DESIGN                       U.S. 644,259                      Fluid fresh milk, namely 1% and 2% lowfat milk, homogenized
                                                                      whole milk; nonfat skim milk; 1% and 2% lowfat chocolate
                                                                      milk, whole chocolate milk, skim chocolate milk; fluid HTST
                                                                      cream, namely whipping, heavy cream, fight cream, 
                                                                      half-and-half, and fat-free cream; fluid UHT milk and cream 
                                                                      processed at ultra high temperatures for sale as refrigerated 
                                                                      or non-refrigerated, extended life products, packed both
                                                                      aseptically, or non-aseptically; ice cream packed in  bulk in
                                                                      various flavors in regular, lowfat and fat-free varieties;
                                                                      frozen confections, namely, regular, reduced sugar, and no
                                                                      sugar added ice cream pops on stick in  various flavors; ice
                                                                      cream bars and sandwiches; ice cream cups and cones, cottage
                                                                      cheese in regular, lowfat and non-fat varieties.         
</TABLE>



                                       11


<PAGE>   33


<TABLE>
<S>                                 <C>                               <C>
SKIM-LINE                           U.S. 1,825,314                    Fluid fresh milk namely, 1% lowfat milk 2% lowfat milk;
                                                                      homogenized whole milk, nonfat skim milk; 1% and 2%  lowfat
                                                                      chocolate milk, whole, chocolate milk, skim  chocolate milk
                                                                      and buttermilk, fluid UHT milk processed at ultra high
                                                                      temperatures for sale as refrigerated and non-refrigerated,
                                                                      extended life products, packed both  aseptically and
                                                                      non-aseptically.

STARFLAKE                           U.S. 880,996                      Cultured products, namely, refrigerated yogurt, sour cream,
                                                                      creamed cheese, onion dip and creamed cottage cheese in
                                                                      regular, lowfat and fat free varieties.           

STRAWBERRY MANGO                    S.N. 75/254,596                   Yogurt
ISLAND

SUPER SCOOP                         U.S. 1,194,419                    Frozen dessert, namely, ice milk packed in bulk in various 
                                                                      flavors.

SVELTE                              U.S. 660,410                      Low calorie frozen dessert, similar to ice milk packed in bulk
                                                                      in various flavors.             
                                    
THE WAY YOGHURTS                    U.S. 1,921,066                    Refrigerated yogurt in regular, lowfat and non-fat varieties.
SUPPOSED TO TASTE                                                    

THIRSTEE SMASH                      S.N. 75/183,282                   Fruit flavored juice drinks containing water.

TIC TAC TOE                         U.S. 809,357                      Ice cream, namely, frozen ice cream and sherbet packed in bulk
                                                                      in various flavors in regular, lowfat and fat-free varieties.


TOTALLY NUTS                        S.N. 75/245,479                   Ice cream and sherbet.

VANILLA VALLEY                      S.N. 75/254,592                   Yogurt.

VIVA                                S.N. 75/244,533                   Low fat fluid milk. 
                                    
VIVA                                U.S. 1,283,514                    Fluid fresh milk, namely, 1% lowfat milk 2% lowfat milk;
                                                                      non-fat skim milk; 1% and 2% lowfat chocolate  milk, and skim
                                                                      chocolate milk; fat-free cream; fluid  UHT milk processed at
                                                                      ultra high temperatures for sale  as refrigerated and
                                                                      non-refrigerated, extended life  products, packed both
                                                                      aseptically and non-aseptically; frozen confections, namely
                                                                      reduced sugar and non sugar  added ice cream pops on sticks in
                                                                      various flavors; ice cream bars and sandwiches; ice cream cups
                                                                      in cream in  lowfat and non-fat varieties, cottage cheese 
                                                                      and refrigerated yogurt in lowfat at and non-fat varieties. 

VIVA & DESIGN                       U.S. 1,334,580                    Ice milk, namely, frozen milk packed in bulk in various
                                                                      flavors.

VIVA-YO                             U.S. 1,071,902                    Frozen yogurt packed in bulk in various flavors; frozen
                                                                      confections made of yogurt.
 
VIVA-YO (Stylized Letters)          U.S. 1,165,701                    From yogurt confections.
</TABLE>





                                       12