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                                                                   EXHIBIT 10.24


                            ADMINISTRATIVE AGREEMENT

                 This Agreement dated the 24th day of October 1994 is made
between Southern Foods Group, Inc. ("Southern Foods") and the Defense Logistics
Agency ("DLA").  As used herein, Southern Foods means Southern Foods Group,
Inc., and all of its operating sectors, groups, divisions, units and
wholly-owned subsidiaries, including those acquired or established during the
term of this Agreement.

                                    PREAMBLE

         1.      Southern Foods is a corporation engaged in the production and
distribution of dairy products commercially and to the military, with its
principal place of business in Dallas, Texas.

         2.      On May 27, 1994, Southern Foods was charged by Criminal
Information in the United States District Court for the Northern District of
Texas with three counts of violating the Sherman Antitrust Act (15 U.S.C.
Section 1). Count One alleged that Southern Foods, through its predecessors
Schepps-Foremost, Inc., and Oak Farms, Inc., engaged in non-competitive
practices between the years 1975 and 1989, involving various public school
districts, the effect of which was to restrain or eliminate competition for the
award of public school contracts, and to deny the public schools their right to
receive non-collusive bids and the benefits of free and open competition. On
June 17, 1994, in accordance with a Plea Agreement signed on May 25, 1994,
Southern Foods pled guilty to the charges in the Information. Copies of the
Plea Agreement and the Criminal Information are attached to this Agreement as
Exhibits 1 and 2, respectively. On August 11, 1994, Southern Foods was
convicted of the charges and sentenced to pay a fine of $1,900,000.

         3.      On May 27, 1994, Southern Foods was charged by Criminal
Information in the United States District Court for the Western District of
Louisiana with one count of violating the Sherman Act (15 U.S.C. Section 1).
The Information alleged that Southern Foods, through its Foremost Dairy
Division after February 1987, engaged in non-competitive practices between the
years 1985 and 1989, involving various public school districts, the effect of
which was to restrain or eliminate competition for the award of public school
contracts, and to deny the public schools their right to receive non-collusive
bids and the benefits of free and open competition. On June 27, 1994, in
accordance with a Plea Agreement signed on May 25, 1994, Southern Foods pled
guilty to the charges in the Information. Copies of the Plea Agreement and the
Criminal Information are attached to this Agreement as Exhibits 3 and 4,
respectively. On September 29, 1994, Southern Foods was convicted of the
charges and sentenced to a fine of $1,000,000.
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         4.      In accordance with the terms of the plea agreements and a
separate Civil Settlement Agreement entered into by Southern Foods and the
United States on May 25, 1994 (a copy of which is attached as Exhibit 5),
Southern Foods has paid, or has been sentenced to pay, $3.0 million to cover
criminal fines, restitution, civil liability under the False Claims Act, and
administrative liability in connection with the contractual matters that are
the subject of the plea agreements and Civil Settlement Agreement.

         5.      Beginning on March 10, 1994, Southern Foods has presented to
DLA information regarding its potential civil and criminal settlements with the
United States and its opposition to any potential suspension. Southern Foods
described and provided copies of the present Southern Foods Business Code of
Conduct and Ethics, compliance program, education and training program, policy
of avoiding contact with competitors, creation of the position of compliance
officer with direct accountability to the Compliance Committee, and other
internal controls related to the charges to which Southern Foods pled guilty.
Southern Foods has provided DLA with a detailed description of its
self-governance activities and measures. Southern Foods also has acknowledged
improper conduct of its employees and has taken responsibility for the
circumstances of wrongdoing.

         6.      Southern Foods has expressed an interest in demonstrating to
DLA that, notwithstanding the improper conduct of former employees of
affiliated companies which underlie the criminal conviction and civil
settlement agreement, Southern Foods can be trusted to deal fairly and honestly
with the Government, and that suspending or debarring Southern Foods from
future Government contracting is not a necessary protection in this case.

         7.      Southern Foods has agreed to keep in place and to incorporate
in this Agreement the measures voluntarily adopted prior to the date of this
Agreement which include Southern Foods Business Code of Conduct and Ethics;
Southern Foods Business Code of Conduct and Ethics Compliance Program; Southern
Foods Antitrust Guidelines; Annual Antitrust Seminar for Management and Sales
Personnel; telecopy of school bid tabulations to outside counsel of company for
review; instructions to company personnel to call directly outside counsel with
any antitrust or competitive problems or questions, and to take other actions
as specified herein to assure against the recurrence of the conditions giving
rise to the criminal conviction and civil settlement agreement referred to
above and to assure that Southern Foods possesses the high degree of business
honesty and integrity required of a Government contractor.

         8.      Southern Foods represents that none of the individuals who
were charged with the wrongdoing at issue here are now employed by the company
and that none of those individuals who were officers or directors of Southern
Foods' predecessor dairies, Oak Farms, Inc., and Cabell's Dairy, Inc., at the
time of the criminal actions are presently employed by Southern Foods.
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         9.      DLA has determined that under the authority of Federal
Acquisition Regulation ("FAR") Subpart 9.406, cause exists to debar Southern
Foods based upon the convictions described above. DLA has further determined,
however, that the terms and conditions of this Agreement provide adequate
assurance that Southern Foods' future dealings with the Government, if any,
will be conducted with the high degree of honesty and integrity required of a
Government contractor and that suspension or debarment is not necessary at this
time to protect the Government's interests. The parties, therefore, agree to
the following terms and conditions.

                                    ARTICLES

         1.      The period of this Administrative Agreement shall be three
years from the date of its execution by DLA, except that, should DLA determine
that Southern Foods failed to be in full compliance with any material term or
condition of this Agreement, the period shall be three years from the date that
Southern Foods reestablishes full compliance. Southern Foods agrees faithfully
to execute the undertakings described in the following articles for the period
of this Agreement.

         2.      Southern Foods has entered into Plea agreements and a civil
settlement agreement with the United States, which are incorporated herein by
reference (Exhibits 1, 3 and 5). Southern Foods agrees, as a term of this
Agreement, to comply with the terms of the Plea Agreements and civil settlement
agreement.

         3.      Southern Foods shall maintain complete records, including
original documents of all purchases, sales, receipts, shipments, or testing of
any material or product in any way related to Government contracts or
subcontracts.  These records shall be sufficient to provide complete evidence
of all transactions related to items furnished directly or indirectly by
Southern Foods to the Government upon any Government procurement. These records
shall be maintained for not less than four years after final payment of any
affected contract.

         4.      In addition to any other right DLA may have by statute,
regulation, or contract, DLA or its duly authorized representative may examine
Southern Foods' directly pertinent books, records and other company documents
and supporting materials for the purpose of verifying and evaluating: (a)
Southern Foods' compliance with the terms of this Agreement; (b) Southern
Foods' business conduct in its dealings with all of its customers, including
the Government; (c) Southern Foods' compliance with Federal procurement
policies and accepted business practices; and (d) Southern Foods' compliance
with the requirements of
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Government contracts or subcontracts. The materials described above shall be
made available by Southern Foods upon Government request for inspection, audit,
or reproduction at reasonable times. Further, for purposes of this provision,
DLA or its authorized representative may interview any Southern Foods' employee
who consents to be interviewed at the employee's place of business during
normal business hours or at such other place and time as may be mutually agreed
between the employee and DLA. Employees may elect to be interviewed with or
without a representative of Southern Foods present.

         5.      Southern Foods has implemented and agrees to maintain a
government contracts compliance program involving all company management and
sales employees. The President of Southern Foods shall be responsible for the
compliance program. The compliance program shall be maintained so as to ensure
that Southern Foods and each of its officers, management and sales employees,
and consultants maintains the business honesty and integrity required of a
Government contractor and that Southern Foods' performance of each Government
contract is in strict compliance with all applicable laws, regulations, and the
terms of the contract. The Compliance Program shall include, at a minimum, the
following components:

                 a.       The written Code of Business Conduct and Ethics (the
"Code") was adopted on February 28, 1994 by Southern Foods' Board of Directors.
The Code includes (i) a statement of Southern Foods' commitment to comply with
all applicable laws and regulations in the conduct of its business; (ii)
guidelines for Southern Foods' employees to follow in their business dealings
on behalf of Southern Foods; (iii) a notice that Southern Foods shall take
immediate disciplinary action, including termination, against any employee,
officer, or director of Southern Foods whose conduct violates applicable laws,
regulations, Southern Foods' Code of Business Conduct and Ethics or Compliance
Program, the terms of this Agreement, or basic tenets of business honesty and
integrity; (iv) a requirement that employees report to the compliance officer
at their individual plant location or the company compliance officer, any
impropriety of which they have knowledge whether committed by an employee of
Southern Foods or the Government or any other person, and whether the
impropriety relates to violations of law, regulation, contract, Southern Foods'
Compliance Program or Code of Business Conduct and Ethics, the terms of this
Agreement, basic tenets of business honesty and integrity, or any other
requirement; (v) a notice that employees may report improprieties anonymously;
and (vi) a notice that employees may report improprieties directly to
appropriate Government officials. A copy of the Code is attached as Exhibit 6
to this Agreement.
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                 b.       The Code of Business Conduct and Ethics has been
circulated to each management and sales employee of Southern Foods. After
reading the Code each such current employee has signed, in a register to be
maintained by Southern Foods and open to inspection by the Government, that the
employee has read and understood the import of the document. Southern Foods
shall ensure that any management and sales employee hired hereafter complies
with this requirement. At least once in each calendar year, each then-current
management and sales employee shall repeat the procedure of reading the Code
and signing the Register. Southern Foods shall submit, as a part of each report
to DLA pursuant to Articles 9, a statement by the Chairman of the Board that
the Board of Directors has verified that the register is being maintained and
that each management and sales employee has signed the register as required by
this provision. The register shall be maintained and available for DLA's review
and inspection during the life of this Agreement. Within two weeks of starting
employment with Southern Foods, new management and sales employees shall read
the Code and sign the register. Within the two weeks, the new management and
sales employee's immediate supervisor or other management person shall discuss
the content and requirements of the Code with the new management and sales
employee.

                 c.       Southern Foods has posted in each plant location a
"Notice" which lists a toll-free telephone number for reporting suspected
misconduct directly to the Company Compliance Coordinator. In addition, the
Notice states that Southern Foods has adopted a Code of Business Conduct and
Ethics and that the Code concerns illegal or unethical conduct and applies to
all employees. The Notice designates the local Compliance Coordinator to
receive any reports of impropriety of which any employee may have knowledge
whether committed by an employee of Southern Foods, an employee of the
Government, or other individual or business entity; provides the toll-free
telephone number for Stuart Gibson (1-800-428-6455), the Company Compliance
Coordinator, states that any report may be anonymous; and designates the local
Compliance Coordinator to be available for any questions the employee may have
concerning Southern Foods' Code. A copy of the notice is attached as Exhibit 7
to this Agreement. Every six months, starting six months from the date of this
agreement, Southern Foods, as a part of the report required by Article 9, shall
provide DLA with a report identifying all instances of misconduct reported to
either a local Compliance Coordinator or the Company Compliance Coordinator, or
otherwise brought to the attention of management, during the preceding six
months. Such reports shall state the nature of the reported conduct, the
results of the internal investigation, and the corrective action, if any, taken
by Southern Foods. Matters pending resolution at the time of a six month
reporting period shall be reported each six months until the matter's final
resolution is reported. Negative reports are required.
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                 d.       Southern Foods has instituted and shall maintain an
information and education program designed to assure that all management and
sale employees are aware of all applicable laws, regulations, and standards of
business conduct that employees are expected to follow and the consequences
both to the employee and to the company that will ensue from any violation of
such measures. A schedule and subject outline for the information and education
program is included here as Exhibit 8 and is incorporated by reference into
this Agreement.

         6.      The principal members of Southern Foods management on the date
of execution of this Agreement by DLA are: F. T. Schenkel, President and Chief
Operating Officer, Gary E. Human, Vice President, Gerald L Bos, Secretary/
Treasurer, and Jerry W. Frie, Assistant Secretary/Treasurer. Southern Foods
agrees to notify DLA within one week if any of these principals leave their
current positions and to advise DLA of their successors upon appointment.

         7.      Promotion of the Southern Foods compliance program is an
element of each manager's and supervisor's performance standards. Southern
Foods has implemented and will maintain an annual certification requirement
whereby all sales and management employees in the company will attest that they
personally have (a) discussed with each employee under their supervision the
content and application of the company's Compliance Program; (b) informed each
such employee that strict compliance with the Program is a condition of
employment; and (c) informed each such employee that Southern Foods will take
disciplinary action, including termination, for violation of the principles and
practices set forth in the Program, applicable laws or regulations, or basic
tenets of business honesty and integrity. A copy of the certificate used to
fulfill this requirement is attached as Exhibit 9. In addition, promotion of
the Southern Foods Compliance Program will be an element of each manager and
supervisor's performance standards. Southern Foods will submit, as a part of
each report to DLA pursuant to Article 9, a statement by the Chairman of the
Board that the Board of Directors has verified that the certifications are
being maintained and that each manager has provided a certification as required
by this provision. The register shall be maintained and available for DLA's
review and inspection during the life of this agreement.

         8.      The Board of Directors of Southern Foods shall be responsible
for implementing the company's Compliance Program, for maintaining and updating
the Code of Business Ethics and for auditing Southern Foods' compliance with
this Agreement. The Board shall oversee all of Southern Foods' business ethics
and compliance programs, consult with whatever advisors it deems appropriate in
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matters relating to these programs, receive reports in person and in writing
not less than quarterly from Stuart Gibson, the Company Compliance Officer,
concerning Southern Foods' compliance with the programs, and take whatever
actions are appropriate and necessary to ensure that Southern Foods conducts
its activities in compliance with the requirements of the law and sound
business ethics. Southern Foods shall provide to DLA copies of the written
reports and minutes of the Board meetings reflecting the reports made to the
Board and the Board's decisions or directions to management concerning any
matters in any way related to this Agreement. The names of the members of the
Board are listed at Exhibit 10. If any member of the Board leaves the Board,
Southern Foods shall notify DLA and shall notify DLA of any new board member.

         9.      The Board of Directors of Southern Foods shall submit periodic
written reports to DLA describing the measures taken by Southern Foods to
implement and to ensure compliance with this Agreement. The reports must be
submitted in time to be received at DLA within six months of the effective date
of this Agreement, and thereafter on or before each six month anniversary
during the term of this Agreement, with the final report to be received not
later than 30 days prior to the final day of this Agreement. The reports are as
follows:

         o       Standards of conduct/ethics/compliance training conducted and
                 the number of persons who attended.

         o       Informal notifications or initiatives relating to the
                 compliance program

         o       Number of Hotline calls received, description, and disposition
                 of each call.

         o       Information required by Article 5, 7, 10 and 17.

         o       The status of any ongoing investigation of, or legal
                 proceedings involving Southern Foods, and related to or
                 arising from Government business; including times, places, and
                 subject matter of search warrants, subpoenas, criminal
                 charges, criminal or civil agreements.

         A schedule of reporting dates is attached as Exhibit 11. The reporting
dates and time frames set forth in this Agreement are deadlines for receipt of
the reports at DLA Special Assistant for Contracting Integrity. Southern Foods'
failure to meet these requirements on or before the dates agreed to shall
constitute a breach of this Agreement.
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         In addition to the written reports, officers of Southern Foods shall
be available to meet, at the request of DLA, at the end of six months after
execution of this Agreement with the DLA Special Assistant for Contracting
Integrity or a designee to discuss implementation of this Agreement.

         10.     Southern Foods represents to DLA that, to the best of Southern
Foods' knowledge, Southern Foods is not now under criminal or civil
investigation by any Governmental entity. In addition to the periodic written
reports required under Article 9, Southern Foods shall notify DLA within one
week of the time Southern Foods learns of (a) the initiation of any criminal or
civil investigation by any Governmental entity, (b) service of subpoenas, (c)
service of search warrants and/or searches carried out in any Southern Foods'
facility, (d) initiation of legal action by any entity that alleges facts, that
if true, would impact upon the business responsibility of Southern Foods.
Southern Foods shall provide to DLA as much information as necessary to allow
DLA to determine the impact of the investigative or legal activity upon the
present responsibility of Southern Foods for Government contracting.

         11.     Between five and seven months after the effective date of this
Agreement, and each six months thereafter, the President of Southern Foods and
the Company Compliance Officer shall contact the DLA Special Assistant for
Contracting Integrity or a designee to discuss implementation of this
Agreement.

         12.     Southern Foods shall report suspected misconduct involving or
affecting Government business to DLA within fifteen (15) days after such
misconduct is discovered by, known to, or disclosed to company management. The
misconduct to be reported includes misconduct by any person, including, but not
limited to, those associated with Southern Foods or with the Government and
shall include misconduct disclosed to Southern Foods from any source. Southern
Foods will investigate any report of misconduct that comes to its attention and
will notify DLA of the outcome of the investigation and any potential or actual
impact on any aspect of Southern Foods' Government business. Southern Foods
will take corrective action, including prompt restitution of any harm to the
Government. Southern Foods will include summary reports of the status of each
such investigation to DLA in the reports submitted pursuant to Article 9 until
each matter is finally resolved.

         13.     Southern Foods has an internal operating policy that Southern
Foods shall not knowingly employ, with or without pay, an individual who is
listed by a Federal Agency as debarred, suspended, or otherwise ineligible for
Federal programs. In order to carry out the policy, Southern Foods shall make
reasonable inquiry into the status of any potential employee or consultant.
Such reasonable
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inquiry shall include, at a minimum, review of the General Services
Administration's List of Parties Excluded from Federal Procurement or
Non procurement Programs. Southern Foods' policy does not require Southern Foods
to terminate the employment of individuals who become suspended or are proposed
for debarment during their employment with Southern Foods. Southern Foods,
however, will remove such employees from responsibility for, or involvement
with, Government business until the resolution of such suspension or proposed
debarment. In addition, if any employee of Southern Foods is charged with a
criminal offense relating to Government business, Southern Foods will remove
that employee immediately from responsibility for or involvement with
Government business matters. If the employee is convicted or debarred, Southern
Foods policy requires that the employee will be terminated from employment with
Southern Foods. Southern Foods shall notify DLA of each such personnel action
taken, and the reasons therefore, within 15 days of the action. The salary of
any officer, employee, or consultant removed from Government contracting in
accordance with the Southern Foods' policy set forth in this paragraph shall be
unallowable for Government contracting purposes and shall not be charged either
directly or indirectly to any Government contract. Southern Foods agrees to
account separately for such costs.

         14.     Southern Foods has a written internal operating policy that
Southern Foods shall not knowingly form a contract with, purchase from or enter
into any business relationship with any individual or business entity that is
listed by a Federal Agency as debarred, suspended, or proposed for debarment,
unless there is a compelling reason to do so. If Southern Foods concludes that
there is a compelling reason, Southern Foods will provide notice to the
cognizant Contracting Officer and to DLA prior to entering such a business
relationship (a) of Southern Foods' intent to do so, (b) the identity of the
proposed business partner, (c) a written determination by the Southern Foods
president that a compelling reason justifies the relationship, and (d) the
procedures Southern Foods has established to protect the Government's interest.
Reasonable inquiry shall be made into the status of any potential business
partner. Such reasonable inquiry shall include, at a minimum, review of the
General Services Administration's List of Parties Excluded from Federal
Procurement or Nonprocurement Programs.

         15.     Southern Foods voluntarily has severed all business relations
with Mike Compton and Ken Bullard, including, but not limited to, the following
relationships: employer-employee, creditor-debtor, and owner-business entity
(including shareholder-corporation). Southern Foods agrees that it shall not
reemploy in any capacity or resume business relations with any individuals
identified to DLA as involved in or responsible for the misconduct at issue
here.
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         16.     Southern Foods has and shall continuously enforce the
following policy:

                 A.       Neither Mike Compton nor Ken Bullard shall share any
office or storage space, any building, or any computer system with Southern
Foods;

                 B.       Mike Compton and Ken Bullard shall not be permitted
to enter the premises of Southern Foods.  Within 30 days prior to the date each
report is due to DLA pursuant to Article 9, each officer or director of
Southern Foods shall be required to state in writing whether they have had any
contact during the period since the effective date of this Agreement with Mike
Compton and Ken Bullard regarding the business affairs of Southern Foods and,
if so, to state the nature and occasion of the contact. Southern Foods shall
include copies of the most recent such statements as a part of each report
pursuant to Article 9.

         17.     Southern Foods shall notify DLA of any proposed material
changes in the directives, instructions, or procedures implemented in
furtherance of Southern Foods' compliance program and compliance with this
Agreement. DLA, or its authorized representative, retains the right to verify,
approve, or disapprove any such changes. No such change shall be implemented
without the prior approval of DLA.

         18.     Within ten days of this agreement, Southern Foods shall
provide to DLA a check for $3,000, made payable to the Treasurer of the United
States to cover DLA's costs of independently reviewing this matter and
administering this Agreement.

         19.     Southern Foods shall not seek reimbursement from the
Government, either directly or indirectly, for legal or related costs expended
or to be expended, arising from, related to, or in connection with, the
Governments criminal investigation and Southern Foods' defense and settlement
thereof, or in connection with the Civil Settlement Agreement entered into by
Southern Foods and the United States, or DLA's independent administrative
review, or the negotiation and preparation of this Agreement, or the
performance or administration of this Agreement. Southern Foods shall treat
these costs as unallowable costs for Government contract accounting purposes.
Included in these unallowable costs are any legal or related costs expended on
behalf of any Southern Foods' employee. Southern Foods also agrees to treat as
unallowable the full salary and benefits costs of Mike Compton and Ken Bullard
during the time these individuals have been and continue to be on
administrative leave and the cost of any severance payments or early retirement
incentives paid to Mike Compton and Ken Bullard.

         20.     Southern Foods hereby releases the United States, its
instrumentalities, agents, and employees in their official and personal
capacities, of any and all liability or claims arising out of the
investigation, criminal prosecution, or civil settlement at issue here, or the
discussions leading to this Agreement.
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         21.     When requested, Southern Foods shall cooperate fully with any
investigation of suspected irregularities involving Southern Foods' operations
or activities and shall encourage present and past employees of Southern Foods
to make a full and candid disclosure of their personal knowledge of the facts
and circumstances of any such suspected irregularities.

         22.     Provided that the terms and conditions of this Agreement are
faithfully fulfilled, DLA will not suspend or debar Southern Foods based on the
facts and circumstances set forth in the Plea Agreements referenced in the
Preamble herein.

         23.     Southern Foods' compliance with the terms and conditions of
this Agreement shall constitute an element of Southern Foods' present
responsibility for Government contracting. Southern Foods' failure to meet any
of its obligations pursuant to the terms and conditions of this Agreement
constitutes a cause for suspension and/or debarment in addition to, and
independent of, those set forth in FAR 9.4, according to procedures prescribed
by regulations.

         24.     DLA's decision not to suspend or debar Southern Foods upon the
facts at issue here shall not restrict DLA or any other agency of the
Government from instituting administrative actions, including, without
limitation, suspension or debarment, should new information indicating the
propriety of such action come to the attention of DLA or such other agency.

         25.     Southern Foods represents that all written materials and other
information supplied to DLA by its authorized representatives during the course
of discussions with DLA preceding this Agreement are true and accurate, to the
best information and belief of the Southern Foods signatories to this
Agreement. Southern Foods understands that this Agreement is executed on behalf
of DLA in reliance upon the truth and accuracy of all such representations.

         26.     This Agreement constitutes the entire agreement between the
parties and supersedes all prior agreements and understandings, whether oral or
written, relating to the subject matter hereof. This Agreement shall be binding
upon and inure to the benefit of and be enforceable by the parties hereto and
their respective successors and assigns.

         27.     The provisions of this Agreement in no way alter or diminish
the rights and responsibilities of the United States to carry out its lawful
functions in any proper manner.
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         28.     F. T. Schenkel, as president of Southern Foods, is fully
authorized to execute this Agreement and represents that he has authority to
bind Southern Foods.

         29.     In the event that any one or more of the provisions contained
in this Agreement shall for any reason be held to be invalid, illegal, or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect other provisions of this Agreement.

         30.     Any notices or information required hereunder shall be in
writing and delivered or mailed by registered or certified mail, postage
prepaid as follows:

 If to Southern Foods, to:                 F. T. Schenkel
                                           President
                                           Southern Foods Groups, Inc.
                                           3114 South Haskell
                                           Dallas, TX 75223

 If to DLA, to:                            Special Assistant for Contracting
                                           Integrity
                                           Office of General Counsel
                                           Room 3D243
                                           Cameron Station
                                           Alexandria, Virginia 22304-6100

         All notices mailed shall be deemed given on the date indicated by the
postmark.

         31.     This Agreement, including all attachments, is a public
document and may be distributed by DLA throughout the Government, and pursuant
to the Freedom of Information Act, to other interested persons upon request.
DLA understands that certain financial or commercial information submitted by
Southern Foods pursuant to this Agreement may be exempt from public disclosure
under the Freedom of Information Act, 5 U.S.C. Section 552(b)(4). In accordance
with Executive Order No.12,600, DLA shall provide predisclosure notification to
Southern Foods in the event of a determination that a disclosure of Southern
Foods's financial or commercial information under the Freedom of Information
Act may be required. Once notified, Southern Foods will have a reasonable
period of time to object to the disclosure of any requested information. DLA
will give careful consideration to Southern Foods' objections and, should such
objections not be sustained, DLA will provide Southern Foods with a written
statement of explanation.
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         32.     This Agreement may be amended or modified only by a written
document signed by both parties.

Dated: October 24, 1994                             DEFENSE LOGISTICS AGENCY

                                                    BY: /s/             
                                                       -----------------------


Dated: October 21, 1994                             SOUTHERN FOODS GROUP, INC.

                                                    BY: /s/ PETE SCHENKEL
                                                       -----------------------
                                                    TITLE: President
                                                           -------------------

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                  EXHIBITS TO DLA ADMINISTRATIVE AGREEMENT

 1.      Plea Agreement (Texas)

 2.      Information (Texas)

 3.      Plea Agreement (La.)

 4.      Information (La.)

 5.      Settlement Agreement

 6.      Code of Business Conduct and Ethics

 7.      Notice

 8.      Schedule and subject outline for management and sales employees 
         information and education programs

 9.      Certificate for each manager to certify discussion of Compliance
         Program with each employee

 10.     List of members of Board of Directors of Southern Foods

 11.     Schedule of reporting dates to DLA