This Consulting Agreement (the "Agreement") is made as of July 1, 1997, by and between Suiza Foods
Corporation, a Delaware corporation (the "Company"), and Cletes O. Beshears ("Consultant").
WHEREAS, Consultant has been serving as President of the Company pursuant to an employment agreement
with the Company, dated as of March 31, 1995 (as amended on February 29, 1996), which was scheduled to
expire on March 31, 1999 (the "Employment Agreement");
WHEREAS, the parties desire to terminate the Employment Agreement and enter into a consulting relationship,
under which Consultant would provide services to the Company in accordance with the terms and conditions of
NOW, THEREFORE, the Company and Consultant agree as follows.
1. TERMINATION OF EMPLOYMENT AGREEMENT. Consultant hereby resigns as President of the
Company, and the Company hereby accepts such resignation. The Company and Consultant hereby agree that
the existing Employment Agreement is terminated and that neither party has any further liabilities or obligations to
the other pursuant to the Employment Agreement, except for the payment of compensation through the date of
this Agreement (to the extent not previously paid).
2. CONSULTING SERVICES. Subject to the terms and conditions of this Agreement, the Company agrees to
engage Consultant as an independent business consultant for dairy acquisitions, and Consultant agrees to perform
such consulting services for the Company diligently and to the reasonable satisfaction of the Company's Board of
Directors. The Company anticipates that Consultant will continue to serve as a member of the Board of Directors
of the Company (the "Board") and as a member of the Executive Committee of the Board, and the Company will
use its best efforts to cause Consultant to be elected to the office of Vice Chairman of the Board of Directors.
Consultant will report to the Chairman of the Board and will comply with the policies and guidelines established
by the Board from t