Share Pledge Aggreement

Exhibit 10.2


SHARE PLEDGE AGGREEMENT


BETWEEN:


CONTINENTAL CAN COMPANY (the "Constituant"), and


SUIZA FOODS CORPORATION (the "Beneficiary").


WHEREAS:


- - The Constituant holds 256,910 shares of Ferembal, a societe anonyme with a
capital of 40,083,000 FF, with registered offices at 6, boulevard of
General Leclerc, 92110, Clichy, registered at the Company register of
Nanterre under the number No. B 334 384 054 (the "Company").


- - The Beneficiary has granted a loan to the Constituant in an amount of
$20,000,000 which has been granted pursuant to the terms and conditions of
the Promissory Note attached hereto dated 27 April, 1998 (hereafter the
"Loan Agreement").


- - As a guarantee of the loan, the Constituant has accepted to affect in
guarantee all of the shares which it holds in the company Ferembal S.A.
pursuant to the terms and conditions set forth below.


NOW THEREFORE IT IS AGREED AS FOLLOWS:


1. The Constituant declares by the present document, affecting as security, in
conformity with the provisions of article 29 of the law number 83-1 of 3
January 1983, for the benefit of the Beneficiary, 256,910 nominative shares
of the Company which are registered in the account opened in the name of
the Constituant in the books of the Company (the Shares").


2. The Constituant warrants that the bylaws of Ferembal SA do not contain any
dispositions which submit the sale or transfer of shares to a third party
to a preliminary approval "agreement") of the Board of Directors. The
Constituant irrevocably undertakes to the Beneficiary not to modify the
bylaws of the Company in order to introduce an "agreement" provision, such
undertaking remaining in effect up to the complete repayment to the
Beneficiary of the principal amount of the loan provided for in the Loan
Agreement, together with all interest, expenses and accessory amounts
related thereto.


3. The Constituant warrants that the constitution of the present pledge for
the benefit of the Beneficiary has been the subject of all approvals and
authorizations which are necessary pursuant to all legal, statutory and
by-law provisions which are applicable to it.


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