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                                                                   EXHIBIT 10.22

                                  NO. 9710120


THE STATE OF TEXAS,               )     IN THE DISTRICT COURT OF
                                  )
                                  )
        Plaintiff,                ) 
                                  )
vs.                               )     TRAVIS COUNTY, TEXAS
                                  )
                                  )
                                  )
MID-AMERICA DAIRYMEN, INC.,       )
SOUTHERN FOODS GROUP, L.P., and   )
MILK PRODUCTS, L.L.C.,            )
                                  )
        Defendants.               )     200th JUDICIAL DISTRICT


                 AGREED CONSENT DECREE AND PERMANENT INJUNCTION


         WHEREAS, Plaintiff, the State of Texas ("the State"), having filed its
Original Petition herein on September 3rd, 1997, against Defendants Mid-America
Dairymen, Inc. ("Mid-Am"), Southern Foods Group, L.P. ("Southern Foods"), and
Milk Products, L.L.C. ("Milk Products") alleging that the effect of the proposed
acquisition of the voting stock of Borden/Meadow Gold Dairies Holdings, Inc.,
("Borden Holdings") by Mid-Am and the subsequent proposed divesture of
Borden/Meadow Gold Dairies, Inc. ("Borden/Meadow Gold"), a subsidiary of Borden
Holdings, may be to lessen competition substantially in the milk processing and
distribution industry in Texas;

         AND WHEREAS, simultaneously upon Mid-Am's acquisition of the voting
stock of Borden Holdings, Mid-Am will divest the assets and liabilities of
Borden/Meadow Gold to Milk Products, according to terms that are the same or
substantially the same as those contained in a letter of intent dated May 22,
1997 between Mid-Am and Allen A. Meyer, the sole member of Milk Products;     


Agreed Consent Judgment and                       -----------------------------
Permanent Injunction                              FILED
Page 1                                            97 SEP-3 PH 1:38
                                                  /s/ [ILLEGIBLE]
                                                  DISTRICT CLERK
                                                  TRAVIS COUNTY, TEXAS
                                                  -----------------------------

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         AND WHEREAS Mid-Am will finance the divestiture transaction, in part,
by providing Milk Products with a loan in the amount of $40 million ("the
Loan");

         AND WHEREAS, the essence of this Agreed Decree is that prompt and
certain divestiture of Mid-Am's interest in the Loan is needed to assure that
competition is not substantially lessened;                                 

         AND WHEREAS, to further assure that competition is not substantially
lessened, Mid-Am agrees to adhere to certain terms and conditions regarding its
communication with and access to Milk Product's competitively sensitive
information;

         AND WHEREAS, Defendants represent to the State that the divestiture and
adherence to certain terms and conditions required below can and will be made,
and that Defendants will not later raise claims of hardship or difficulty as
grounds for asking the Court to modify any of the divestiture provisions or
provisions regarding terms and conditions contained below.

         NOW, THEREFORE, the parties having consented to the entry of this
Agreed Consent Decree and Permanent Injunction ("Agreed Decree") without trial
or final adjudication of any issue of law or fact and before the taking of any
testimony at trial and without this Agreed Decree constituting any evidence
against or an admission by any party with respect to any issue of law or fact
herein;                                                                    

         IT IS HEREBY ORDERED, ADJUDGED AND DECREED:

                                       I.
                                  JURISDICTION

         This Court has jurisdiction over the subject matter of this action and
the parties hereto. The Original Petition states claims upon which relief may be
granted against Defendants under Section 15.05(d) of the Texas Free Enterprise
and Antitrust Act of 1983, TEX. BUS & Com. Code Section 15.01


Agreed Consent Judgment and
Permanent Injunction
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et. seq. ("the Texas Antitrust Act"). Jurisdiction lies in this Court pursuant  
to Sections 15.20(b) and 15.26 of the Texas Antitrust Act. Venue lies in Travis
County pursuant to Section 15.20(b) of the Texas Antitrust Act.

                                      II.
                                  DEFINITIONS

         As used in this Agreed Decree:

         A.  "DOJ" or "Department" shall mean the U.S. Department of Justice,
Antitrust Division.

         B.  "Joint Venture Affiliate" shall mean any company that is more than
25% owned by Mid-America Dairymen, Inc., and includes, for each such company,
its subsidiaries, members, share-holders, directors, officers, employees,
successors and/or assigns;

         C.  "Land-O-Sun" shall mean Land-O-Sun Dairies, LLC, its members,
officers, directors, employees, subsidiaries, successors and/or assigns;    

         D.  "Loan" or "Loan to Milk Products" shall mean the unsecured,
subordinated, unconvertible loan to be provided to Milk Products by Mid-Am
Capital, L.L.C., in the total amount of $40 million for the purchase by Milk
Products of (a) Borden/Meadow Gold and (b) a sublicense to use certain Borden
trademarks, service marks and registration;

         E.  "Mid-Am" shall mean Mid-America Dairymen, Inc., its members,
officers, directors, employees, its Joint Venture Affiliates, successors and/or
assigns and Mid-Am Capital, L.L.C., its officers, directors, employees,
successors and/or assigns;

         F.  "Milk Products" shall mean Milk Products, L.L,C., its members,
officers, directors, employees, successors, and/or assigns;                


Agreed Consent Judgment and
Permanent Injunction
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         G.  "SFG" shall mean Southern Foods Group, L.P., its members,
representatives, officers, directors, employees, subsidiaries, successors
and/or assigns; and

         H.  "The State" shall mean the State of Texas, by and through the
Office of the Attorney General, Consumer Protection Division, Antitrust 
Section.    
 

                                      III.
                                 APPLICABILITY


         This Agreed Decree shall apply to the Defendants, their successors and
assigns, their subsidiaries, affiliates, directors, officers, managers,
employees, agents, representatives, and all other persons in active concert or
participation with any of them who receive actual notice of this Agreed Decree
by personal service or otherwise.

                                      IV.
                            DIVESTITURE OF ASSETS

         A.    Mid-Am is hereby ordered and directed to reduce its holding in
the Loan to Milk Products to $30 million or less by December 31, 1997. Mid-Am is
further ordered to reduce its holding in the Loan to Milk Products to $13
million or less by September 1, 1998, and to zero by September 1, 1999. The
required reduction in Mid-Am's holding in the Loan will be completed under the
following conditions:                                                         

               1) Mid-Am may, in its discretion, sell off any portion of the 
Loan in order to meet the requirements of IV.A.  Mid-Am shall not provide a
guarantee to any third party purchaser except that, after it has reduced its
holdings in the Loan to $13 million or less, Mid-Am can guarantee some or all
of the remaining amount of the Loan. Any guarantee by Mid-Am must be without
recourse against Milk Products for any sums paid by Mid-Am by virtue of the
guarantee.


Agreed Consent Judgment and
Permanent Injunction
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               2) Mid-Am may sell or otherwise dispose of the Loan or portions
thereof only after receiving a verified written acknowledgment from the acquirer
that identifies the name, address and telephone number of the acquirer and
confirms that (a) the acquirer does not, directly or indirectly, through
subsidiaries, partnerships, or otherwise, operate or intend to operate dairy
processing plants in Texas; (b) the acquirer is not affiliated with Mid-Am in
any way; and (c) the acquirer will not sell the Loan for a period of five (5)
years from the date of the purchase, to any person or entity who is affiliated
with Mid-Am in any way or who, directly or indirectly, through subsidiaries,
partnerships, or otherwise, operates or intends to operate dairy processing
plants in Texas. A copy of this verified written acknowledgment and agreement
will be forwarded to the State within two business days of such sale or
transaction.               

               3) The State may, in its sole discretion, agree to extensions of 
the required time periods noted in IV.A, for up to one year. (If the Defendants
have a similar provision in a Consent Decree filed with DOJ, such agreement must
be given by both the State and DOJ).

               4) Notwithstanding anything contained in paragraphs VI. (D) or
(E), below, during any period in which Mid-Am holds any portion of the loan to
Milk Products, and upon reasonable notice, Mid-Am shall be entitled to request,
obtain and retain copies of the following information solely to the extent
necessary to protect Mid-Am's interests as a creditor of Milk Products:

                  (a)  copies of Milk Product's federal income tax returns for 
                       each year; and

                  (b)  quarterly financial statements, including a balance 
                       sheet, a statement of profits and losses and a 
                       statement of cash flow, aggregated for the entire company


Agreed Consent Judgment
and Permanent Injunction
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         Nothing under this provision shall limit the information that a
purchaser of any portion of Mid-Am's Loan to Milk Products may request and
obtain, subject to reasonable commercial credit practices.                

         5) Within twenty (20) calendar days of the closing of any transaction
in which Mid-Am directly or indirectly acquires all or any part of Borden
Holdings, and every thirty (30) calendar days thereafter until Mid-Am has fully
complied with the obligations of this Agreed Decree regarding reducing its
holding in the Loan, Mid-Am shall submit to the State a verified written report
setting forth in detail the manner and form in which it intends to comply, is
complying, and has complied with the Agreed Decree relating to the sale or other
disposal of its interest in the Loan. Mid-Am shall include in its compliance
reports full descriptions of any sale of any portion of the Loan, including the
acquirer(s) and all terms thereof.

         6) If Mid-Am has not divested the Loan, absolutely and in good faith
and on terms, conditions and within the dates specified herein, the State may
appoint a trustee to divest the Loan. The State shall select the trustee,
subject to the consent of Mid-Am, which consent shall not be unreasonably
withheld. Within ten (10) days after appointment of the trustee, Mid-Am shall
execute a trust agreement that, subject to prior approval of the State, 
transfers to the trustee all rights and powers necessary to permit the trustee
to effect the divestiture of the Loan required by this Agreed Decree.

         7) At no time while Mid-Am holds all or part of the Milk Products 
Loan shall Mid-Am (a) require that Milk Products seek approval from, or give
notice to, Mid-Am before incurring any indebtedness, or (b) place any
restriction on Milk Products' ability to conduct its operations as it sees fit.


Agreed Consent Judgment and
Permanent Injunction
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                                       V.
                             SUBLICENSE AGREEMENT

         A.   SFG, as sublicensor of certain trademarks to be licensed to Milk
Products pursuant to a Sublicense Agreement between SFG and Milk Products ("the
Marks"), shall promptly notify Borden, Inc. and BDH Two, Inc., the owners of the
Marks, of any unauthorized use of the Marks when such use comes to the attention
of SFG from any source, including Milk Products, and SFG shall take all actions
as may be required by Borden, Inc., and BDH Two, Inc., regarding the
unauthorized use of the Marks.

        B.    Neither Mid-Am nor SFG shall assert or claim that any sale, by any
sublicense of the Marks, of an equity interest in the sublicensee or any change
in control or ownership in the sublicensee will affect or diminish the
sublicensee's rights in or use of the Marks.

        C.    Mid-Am and SFG shall ensure that the rights that any sublicensee
obtains in the Marks are equal to all the rights and privileges that SFG obtains
for itself in its license of the Marks from Borden, Inc. and BDH Two, Inc.

                                     VI.
                                  INJUNCTION

        MID-AM, ITS JOINT VENTURE AFFILIATES, SFG, MILK PRODUCTS, AND THEIR
CURRENT OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, WHO RECEIVE ACTUAL NOTICE OF
THIS INJUNCTION BY PERSONAL SERVICE OR OTHERWISE ARE HEREBY ENJOINED AND
RESTRAINED DIRECTLY OR INDIRECTLY FROM THE FOLLOWING:

        A.    During any period in which Mid-Am retains an ownership interest 
              in SFG, Mid-Am will not merge or consolidate with, acquire
              securities or assets of or membership interests in, or provide
              loans or any other financing to (except for credit extended in the
              ordinary course of business, e.g., the purchase of raw milk), Milk
              Products without prior written notice to the State and the written
              consent of the State, which consent will not be unreasonably



Agreed Consent Judgment
and Permanent Injunction
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              withheld. (If the Defendants have a similar provision in a Consent
              Decree filed by DOJ, such agreement must be given by both the 
              State and DOJ).

        B.    During any period in which Mid-Am retains an ownership interest
              in SFG, none of the members, officers, directors, or employees of
              Mid-Am (other than Land-O-Sun) will be an owner or partner of or
              be employed by or serve as an officer, director, or agent of Milk
              Products.

        C.    During any period in which Mid-Am retains an ownership interest
              in SFG, none of the members, officers, directors, or employees of
              Milk Products will be an owner or partner of or be employed by or
              serve as an officer, director, or agent of Mid-Am (other than
              Land-O-Sun).

        D.    During any period in which Mid-Am retains an ownership interest
              in SFG, neither Mid-Am nor Milk Products shall, directly or
              indirectly, discuss with, provide, disclose or otherwise make
              available to the other any competitively sensitive information,
              except as provided in paragraph IV.A.4, above, and except as may
              be commercially necessary if Mid-Am serves as a supplier to Milk
              Products or if Joint Venture Affiliates or Milk Products serve as
              a supplier to the other. For purposes of this Section,
              "competitively sensitive information" means information that is
              not public and could be used by a competitor or a supplier to make
              production, pricing or marketing decisions, including, but not
              limited to information relating to costs, capacity, distribution,
              marketing, supply, market territories, customer relationships, the
              terms of dealing with any particular customer, and current and
              future margins or prices, including discounts, slotting allowances
              bids or price lists.

        E.    During any period in which Mid-Am retains an ownership interest 
              in SFG, Mid-Am shall not inspect or copy non-public information
              from the books, records, reports, and accounts of Milk Products
              relating to Milk Product's operations, except as provided in
              paragraph IV.A.4, above.

        F.    During any period in which Mid-Am retains an ownership interest 
              in SFG, Mid-Am shall not, directly or indirectly, discuss with or
              provide, disclose or otherwise make available to SFG any
              non-public information it has received from Milk Products
              concerning the operations of Milk Products. For purposes of
              Sections (E) and (F), information is presumptively "public" if it
              is quoted in a publication other than one authored by Milk
              Products, if it has been disclosed to the public (other than a
              customer or supplier of Milk Products) prior to disclosure to
              Mid-Am or is disclosed to the public (other than a customer or
              supplier of Milk Products) at the same time it is disclosed to
              Mid-Am.

Agreed Consent Judgment and
Permanent Injunction
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                                            VII.
                            JUDGMENT FOR INVESTIGATIVE COSTS AND
                                       ATTORNEYS FEE


         Within thirty (30) days of the entry of this Agreed Decree, Defendant
Mid-Am shall pay Twenty Thousand Dollars ($20,000.00) and Defendant Milk
Products shall pay Ten Thousand Dollars ($10,000.00) to the Office of the
Attorney General of Texas, as reimbursement of investigative costs and attorneys
fees, in full and final settlement of all claims raised in the State's Original
Petition against Defendants.

                                     VIII.
                           MISCELLANEOUS PROVISIONS

          A.   MILK PRODUCTS' SCHOOL BID REPORTING OBLIGATIONS. Milk Products
will provide to Texas on the first business day of September, 1998, 1999, and
2000, a verified written report ("Report") regarding bids by Milk Products to
school districts, cities, counties or any agency of the State of Texas. The
Report shall provide (a) the name and location of each entity to whom a bid was
made by Milk Products during the preceding twelve months and the bid price of
each bid; (b) if known, the names of the other bidders; and (c) if known, the
name of the successful bidder and winning bid prices for low fat white and
chocolate milk in 1/2 pint containers.

          B.   NOTIFICATION OF CORPORATE CHANGES. Defendants are further ordered

and directed to notify the State at least thirty (30) days prior to any
corporate structure change, dissolution, bankruptcy, liquidation, assignment, or
merger or sale resulting in the emergence of a successor corporation, or the
creation or dissolution of subsidiaries that may affect compliance obligations
arising out of this Agreed Decree.

          C.   COMPLIANCE WITH CONSENT DECREE.

Agreed Consent Judgment
and Permanent Injunction
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          1) Defendants are required to distribute copies of this Agreed Decree
to their officers, directors, and executive management. Mid-Am shall distribute
copies to each officer, director, and member of executive management of its
Joint Venture Affiliates

          2) For the purpose of determining or securing compliance with this
Agreed Decree, and subject to any legally recognized privilege, Mid-Am shall
permit any duly authorized representative of the State:

             (a) Access, during office hours and in the presence of counsel, to 
                 inspect and copy all books, ledgers, accounts, correspondence,
                 memoranda and other records and documents in Mid-Am's 
                 possession or control relating to any matters contained in this
                 Agreed Decree; and

             (b) Upon five days' notice to Mid-Am and without restraint or 
                 interference from it, to interview officers, directors, or 
                 employees of Mid-Am, who may have counsel present regarding
                 such matters.

          3) Necessary actions taken for the orderly transfer of business
records, reports and accounting information from Borden/Meadow Gold to Milk
Products shall not be construed as being violative of this Agreed Decree.

                                     IX.
                                     TERM

          Except as otherwise expressly stated, the terms of this Agreed Decree
shall expire five (5) years from the date of entry.

Agreed Consent Judgment and
Permanent Injunction
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                                       X.
                            JURISDICTION RETAINED

         Jurisdiction is retained by this Court for the purpose of enabling any
party to this Agreed Decree to apply to this Court at any time for such further
orders, directions or modifications as may be necessary or appropriate for the
enforcement of this Agreed Decree and the enforcement of any of the provisions
contained herein.

                                      XI.
                                 STATUTORY LIEN


         The statutory lien pursuant to Article 1302-5.08 of the Texas Revised
Civil Statutes on all property of Mid-Am is dissolved

         All orders and relief not expressly granted herein are denied.

         SIGNED this 3rd day of September, 1997.


                                                         Mary Pearl Williams
                                                         -----------------------
                                                         PRESIDING JUDGE


Agreed Consent Judgment and
Permanent Injunction
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             APPROVED AS TO FORM AND SUBSTANCE AND ENTRY REQUESTED:

<TABLE>
<CAPTION>
ATTORNEYS FOR PLAINTIFF                    ATTORNEYS FOR DEFENDANTS
THE STATE OF TEXAS

<S>                                        <C>
DAN MORALES                                By: /s/ JERRY L. BEANE
Attorney General of Texas                     ---------------------------------
                                              Jerry L. Beane
                                              Texas State Bar No. 01966000
JORGE VEGA                                    Strasburger & Price
First Assistant Attorney General              901 Main Street, Suite 4300
                                              Dallas, Texas 75202
LAQUITA A. HAMILTON                           (214) 651-4521
Deputy Attorney General for Litigation        (214) 651-4330 (Facsimile)

PAUL ELLIOTT                                  Attorneys for Southern Foods 
Chief, Consumer Protection Division              Group, L.P.

By: /s/ REBECCA FISHER                     By: /s/ JERRY L. BEANE
   ----------------------------------         ---------------------------------
   Rebecca Fisher                             Jerry L. Beane
   Assistant Attorney General                 Texas State Bar No. 01966000
   Antitrust Section                          Strasburger & Price
   Consumer Protection Division               901 Main Street, Suite 4300
   Texas State Bar No. 07057800               Dallas, Texas 75202
                                              (214) 651-4521
                                              (214) 651-4330 (Facsimile)

By: /s/ AMY R. KRASNER
   ----------------------------------         ------------------
   Amy R. Krasner                             Attorneys for Milk Products, L.L.C.
   Assistant Attorney General
   Antitrust Division
   Consumer Protection Division            By: /s/ DAVID A. GEISLER
   Texas State Bar No. 00791050               ---------------------------------
                                              David A. Geisler
                                              Missouri State Bar No. 23210
   Office of the Attorney General             VP-Legal Mid-America Dairymen, Inc.
   P.O., Box 12548                            3253 E. Chestnut Expressway
   Austin, Texas 78711-2548                   Springfield, MO 65802-2584
   (512) 463-2185                             (417) 865-7100
   (512) 320-0975 (Facsimile)                 (417) 865-1093 (Facsimile)


                                              Attorneys for Mid-America Dairymen, Inc.

</TABLE>



Agreed Consent Judgment and
Permanent Injunction
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