SECOND AMENDMENT TO THE 1997 EMPLOYEE STOCK PURCHASE PLAN
                          OF SUIZA FOODS CORPORATION
                                       

    WHEREAS, the Directors of Suiza Foods Corporation (the "Company") 
established the 1997 Employee Stock Purchase Plan of Suiza Foods Corporation 
(the "Plan") for the exclusive benefit of eligible employees of the Company 
and certain of its subsidiaries; and

    NOW, THEREFORE, pursuant to the powers reserved in Section 8.1 of the 
Plan, the Plan is hereby amended as follows:

                                       I.
                                       
    The definition of "Eligible Employee" is hereby deleted and replaced with 
the following:

    ""ELIGIBLE EMPLOYEE" means any employee of any Suiza Company, excluding 
any employee (a) who has been employed by a Suiza Company for less than six 
months, (b) whose customary employment with the employee's Employer is 20 
hours or less per week, (c) whose customary employment with the employee's 
Employer is not for more than five months in any calendar year, or (d) who 
immediately after the grant of an option under this Plan to the employee 
would (in accordance with the provisions of Sections 423 and 424(d) of the 
Code) own stock possessing 5% or more of the total combined voting power or 
value of all classes of stock of the "employer corporation" or of its "parent 
corporations" or "subsidiary corporations," as defined in Section 424 of the 
Code.

    However, any individual who was employed by an entity whose assets or 
stock was purchased by the Company shall receive credit toward the six month 
employment requirement in (a) for all continuous employment with such entity 
immediately prior to the purchase of such entity's assets or stock."

                                       
                                      II.
                                       
               Except as amended by this instrument, the Plan as previously 
amended, shall remain in full force and effect.

    IN WITNESS WHEREOF, the Company has caused this instrument to be executed 
effective as of July 21, 1997.

                   SUIZA FOODS CORPORATION, a Delaware corporation


                   By: /s/ Tracy L. Noll
                       --------------------
                   Name:  Tracy L. Noll
                   Title: Vice President, Secretary and Chief Financial Officer