Co-packing Agreement

CO-PACKING AGREEMENT


This AGREEMENT ("Agreement") is made and entered into this the 10th Day of June, 1999 by and between RONEY OATMAN, INC., an Illinois Corporation, ("Seller") and Jeremy's Microbatch Ice Cream, LLC., a Delaware Corporation, ("Buyer").


WITNESSETH


Whereas, the Seller is desirous to fulfill the duties and obligations of a co-packer with the Buyer on a mutually beneficial basis for both parties, and


Whereas, the Buyer is desirous to have the Seller as a co-packer of its products on a basis which is mutually beneficial for both parties;


NOW THEREFORE, in consideration of the mutual agreements, covenants, terms and conditions herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:


ARTICLE I
SELLER'S OBLIGATIONS


1.1 Sales of Goods. For the term of this Agreement, Seller agrees to
manufacture and sell to Buyer those goods listed in Exhibit A, a copy of
which is attached hereto and made a part hereof (the "Product List").
Seller further agrees that all goods contained in the Product List will be
produced in accordance with the Buyer's formulas and specifications.


1.2 Raw Materials. Seller shall be solely responsible for securing the
purchasing all raw materials, ingredients, packaging and supplies
(collectively "Product Materials") used in the manufacture of the goods
sold to Buyer. Except as further provided, the buyer shall not be required
to purchase, provide, or be financially liable for any Product Materials
used in the manufacture of the Goods.


1.3 Inventory. Seller shall be responsible for maintaining an acceptable level
of finished goods inventory to ________ prompt delivery to Buyer's order
without unreasonable interruption. However, the levels of finished goods
inventory shall not exceed Ninety (90) days supply without the written
consent of the Buyer.


1.4 Records. At Buyer's request, Seller shall provide accurate and current
levels of finished goods and packaging inventories for Buyer's use.


1.5 Proprietary Information. Seller shall keep and hold all formulas, recipes,
and any other proprietary information of the Buyer confidential and shall
not distribute or disseminate same without the express written consent of
the Buyer. Upon termination of this Agreement, all proprietary information
shall be returned to Seller, along with any copies thereof.


1.6 Seller's Marks. Seller shall not use any of the Buyer's trade names or
marks on any products other than those listed on the Product List, nor
shall the Seller sell any product containing the Buyer's marks or brands to
anyone other than the buyer without the written consent of the Buyer.


ARTICLE II
BUYER'S OBLIGATIONS


2.1 Purchase of Goods. For the term of this Agreement, Buyer agrees to purchase
all goods listed on the Product List which is produced by Seller. However,
nothing in this Agreement shall grant or give the Seller the exclusive
right to produce or sell to the buyer those items on the Product List.


2.2 Pricing. Upon execution of this Agreement, the price for the goods shall be
the Per Gallon Price, F.O.B. Aurora, Illinois as listed on the Product
List. In addition, Buyer further agrees to pay Seller, at Seller's cost,
all freight charges incurred by Seller for delivery of the goods to any
location or destination as directed by Buyer. Buyer agrees to pay all
invoices net Thirty (30) days.


Buyer and Seller mutually agree that the pricing, as listed on the Product
List, will be adjusted on a monthly basis for changes in Seller's cost of
commodities and other raw materials in accordance to the formulas contained
on Schedule A. These commodities include but are not limited to Milk,
Butter, and packaging costs. Seller may also adjust, on an as needed basis,
the price of any item on the Product List, for any changes made by Buyer to
the formulas of the goods.


2.3 Amortization Charge. In addition to the pricing contained on
the Product List, Buyer agrees to pay Seller, 1.5(cent) per pint to cover
the cost of special equipment needed to produce the Goods, including
special plates, a verigator, and heat sealer. This additional charge will
continue until Two Million (2,000,000) pints have been purchased by the
Buyer.


2.4 Product List Changes. Buyer shall have the right to discontinue or add
items to the Product List. Should the buyer choose to discontinue an item,
Buyer agrees to the following:


a) Buyer agrees to give Seller sixty (60) days advance notice of the
discontinuance.


b) Buyer agrees to purchase all finished goods of the discontinued item
in Seller's inventory at the then current price.


c) Paragraph 1.2 notwithstanding, Buyer agrees to purchase all packaging
inventory, as well as all other raw materials specifically used in the
production of that item at Seller's cost.


d) Should Buyer wish to add an item to the Product List, the buyer shall
provide Seller with the formula and packaging specifications,
including film, to Seller. Seller shall then provide Buyer with an
initial price for the added items, after which time the price of the
added items may be adjusted only in accordance with Paragraph 2.2 of
this Agreement.


2.5 Packaging Changes. Should the Buyer change the nature or substance of the
packaging of the goods, then Paragraph 1.2 notwithstanding, Buyer agrees to
purchase all unused discontinued packaging at Seller's cost.


2.6 Inventory Guaranty. Prior to production of goods, Buyer shall deliver to
Seller a fully executed guaranty in the amount of Two Hundred Eighty
Thousand Dollars ($280,000) by Bluestem Capital Partners II Limited
Partnership. Said guaranty shall be in a manner and form acceptable to
Seller and shall remain valid and ...