ASEPTIC PACKAGING AGREEMENT

THIS AGREEMENT, December 7, 2000, between Johanna Foods, Inc., a New Jersey corporation, having its principal office and plant location at Johanna Farms Road, Fleming ton, New Jersey 08822 ("Johanna") and Hansen Beverage Company (on it's own behalf and on behalf of its subsidiaries), a Delaware corporation, having its principal office at 1010 Railroad Street, Corona, CA 92882 ("Customer").

WITNESSETH:

WHEREAS, Johanna processes and packages for sale a variety of juice and other beverages using specialized aseptic packaging equipment; and

WHEREAS, Customer wishes to have Johanna process and package certain 250 ml Juice Blast and Juice Slam products using customer's unique formulae for such products and unique label designs for the packaging thereof at Johanna's plant in Fleming ton, New Jersey (the "Plant"),

NOW THEREFORE, in consideration of the premises and mutual promises hereinafter set forth and intending to be legally bound, the PARTIES HERETO AGREE AS FOLLOWS:

1. PRODUCTS: Subject to the terms and conditions hereof, Johanna shall prepare, manufacture, process, package and load for shipping for Customer the product (s) listed in Exhibit A ("Products"). Customer supplied ingredients and materials (if any) shall be provided to Johanna in such quantities and at such times so as to enable Johanna to perform its obligations hereunder

2. SPECIFICATIONS: Johanna agrees to produce Products in accordance with quality assurance standards and policies as set forth in Exhibit A hereto.

3. TERM: This Agreement shall commence upon the date first above written and shall continue for three (3) years from the above date, and shall thereafter continue for successive three (3) year terms, upon written agreement by both Customer and Johanna at least six (6) months prior to the end of the initial term or any renewal term.

4. PRODUCTION: The parties understand and agree that production under this Agreement shall be on order-by-order basis, provided, however, that Johanna shall use its best efforts to fulfill orders and that the terms herein shall govern the performance of any and all orders. Customer agrees to schedule production in minimum amounts of____ gallons per flavor.

5. SCHEDULING: Customer agrees to provide Johanna with a three (3) month rolling estimated schedule of Customer's production requirements. These schedules shall be revised monthly and submitted to Johanna not later than the fifteenth day of the day of the month preceding the three-month period covered by the schedule. These schedules shall include a firm production commitment forth e first scheduled month, and estimated requirements for the second and third scheduled months. Customer agrees that orders for production shall provide a minimum often (10) business days' lead time.

6. PAYMENT/PRICE:

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