Product Manufacture And Supply Agreement

This Agreement made this 15th day of April 2003 by and between Hansen Beverage Company, a Delaware corporation, having a principal place of business at 1010 Railroad Street, Corona, CA 92882, ("Purchaser") and Seven-Up/RC Bottling Company of Southern California, Inc., a Delaware corporation, having a principal place of business at 3220 East 26th St., Los Angeles, CA 90023 ("7UP/RC").


WHEREAS, the Purchaser desires 7UP/RC to manufacture and supply Purchaser with Monster Energy Drink in 16 oz. packages and 7UP/RC agrees to manufacture and supply such products under the terms and conditions contained herein.


NOW THEREFORE, in consideration of the mutual covenants hereinafter expressed, the parties agree as follows:


I - DEFINITIONS


1.1 "FDA" means the United States Food and Drug Administration.


1.2 "Product(s)" means an energy drink, more fully described in Exhibit A,
meeting Purchaser's specifications and manufactured for Purchaser by
7UP/RC in finished form suitable for use by the consumer, packaged and
labeled under the Purchaser's trademark for marketing by Purchaser or
its subsidiaries in the United States, its territories and
possessions.


1.3 "Specifications" mean the written specifications for Product
including, but not limited to, written formulations, specifications,
process instructions, bottle quantity, packaging and labeling
instructions, which are attached as Exhibit A.


1.4 "Branded Materials" means all finished Product and raw materials which
are unique to Product and may only be used by 7UP/RC to produce
Product.


II - PURCHASE AND SALE OF PRODUCTS


2.1 Obligations of Parties. Purchaser shall purchase Products from 7UP/RC
from time to time on the terms and conditions set out in this
Agreement, during the Term of this Agreement. 7UP/RC shall process,
test, label, store, and sell Products to Purchaser in accordance with
the terms and conditions set out in this Agreement, during the term of
this Agreement.


7UP/RC agrees that it shall not use the Equipment referred to in 2.8
below for the production, at its Buena Park, California facility, of
any competitive energy drinks without Purchaser's prior written
approval; provided however that if Purchaser fails to purchase _______
cases of Products with a tolerance of 20% i.e., a minimum of _______
cases, per year from 7UP/RC during the term of this Agreement, 7UP/RC
shall thereafter be entitled to use the Equipment for the production
of other energy drinks provided that in such event 7UP/RC shall be
obliged to make payment to the Purchaser of an agreed royalty fee in
respect of such other energy drinks on a per case basis until the
Purchaser is reimbursed for the costs incurred by it to purchase the
Equipment concerned.


2.2 Forecasts. Prior to the beginning of each calendar quarter, Purchaser
shall provide to 7UP/RC a written forecast of the number of cases of
Product by flavor and package size expected to be ordered in the
following three (3) month period. Based on the forecast, 7UP/RC shall
purchase raw materials (sodium citrate, citric acid), in amounts, in
7UP/RC's reasonable opinion, are required to fill orders during such
period. All other raw materials shall be supplied by Purchaser at its
expense including the expense of delivering raw materials to 7UP/RC's
facility for production of Product. Purchaser shall be financially
responsible for all out-of-date Product and raw materials.


2.3 Orders. Purchaser shall fax a purchase order for Product to 7UP/RC at
least ten (10) business days prior to the expected delivery date.
Product will be scheduled for production by 7UP/RC at the earliest
possible date. All orders shall be for full truckload quantities of
Product. The terms and conditions contained in any order form issued
by Purchaser under this Agreement shall be null and void and entirely
surpassed by the terms and conditions of this Agreement except for
those terms proposed by Purchaser and specifically accepted by 7UP/RC.


2.4 Rejected Products/Shortages. Purchaser shall notify 7UP/RC in writing
of any claim relating to damaged, defective or nonconforming Product
or any shortage in quantity of any shipment of Product. In the event
such rejection or shortage is due to 7UP/RC fault, error or neglect,
7UP/RC shall replace the rejected Product or make up the shortage in
the next production run following receipt of such notice at no cost to
Purchaser and shall make arrangements with Purchaser for the
disposition of any rejected Product.


2.5 Title and Risk of Loss. Purchaser shall assume title and risk of loss
for Product ordered upon delivery of Product to transport.


2.6 Price and Payment. 7UP/RC shall charge Purchaser and Purchaser shall
pay for Product as specified in Exhibit A, unless 7UP/RC and Purchaser
agree in writing to a different price. Such prices shall be fixed
during the term of this Agreement except as provided by Paragraph 2.7
below. 7UP/RC shall invoice Purchaser for each shipment of Product and
Purchaser shall receive a 2% discount to the extent such invoice is
paid within ten (10) days from the invoice date with all amounts due
within thirty (30) days of the invoice date.


2.7 Pass Through Costs. At any time during the term of this Agreement,
7UP/RC may pass through and otherwise charge Purchaser for any cost
increases for raw materials, labor or as a result of changes in
specifications. Further, if any law or regulation is enacted or
imposed anywhere, the effect of which is to impose upon or to cause
7UP/RC to incur any cost or expense (which did not exist on the date
of this Agreement) with respect to container deposits, used or empty
container collection, container recycling or disposal, beverage or
package labeling requirements, any tax or duty in the nature of an
excise tax or otherwise, upon or with respect to Product or the
performance of 7UP/RC services, 7UP/RC shall be entitled to increase
the price of Product by an amount sufficient and in such manner and to
such extent that none of the burden of such costs or expenses is borne
by 7UP/RC. If requested by Purchaser, 7UP/RC shall provide Purchaser
with suitable evidence establishing that a cost increase did occur.


2.8 Equipment. Purchaser shall purchase the equipment specified in Exhibit
B (the "Equipment') at its sole cost and expense. All payments for the
Equipment shall be made by Purchaser directly to the Equipment
supplier. Exhibit B is only an estimate of the Equipment costs.
Purchaser shall be responsible for the actual cost of the Equipment.
Purchaser shall also be responsible for all property taxes on the
equipment. 7UP/RC agrees to supervise and direct the procurement and
installation of the Equipment. 7UP/RC shall perform routine
maintenance on the Equipment and shall be financially responsible for
minor repairs. 7UP/RC agrees not to use the Equipment for the
production, at its Buena Park, California facility, of any other
energy drink reasonably similar to Product without Purchaser's prior
written approval. At the end of the term of this Agreement, 7UP/RC may
use the Equipment to produce Products as well as other energy drinks.
Should this Agreement terminate early, 7UP/RC shall have the right but
not the obligation to purchase the Equipment at the fair value thereof
at that time.


III - TERM AND TERMINATION


3.1 Term. This Agreement will commence on April 1, 2003 and shall continue
until March 31, 2008 unless sooner terminated pursuant to paragraph
3.2 herein.


3.2 Termination. This Agreement may be terminated prior to the end of its
term (i) upon written notice by either party to the other party in the
event that the other party breaches any material provision of this
Agreement and fails to remedy the breach prior to expiration of the
thirty (30) day period or (ii) following notice by either party to the
other upon the insolvency or bankruptcy of the other party.


IV - RAW MATERIALS


4.1 Purchase of Raw Materials. 7UP/RC shall acquire and store, at its sole
cost and expense, the raw materials identified in Section 2.2 herein
to meet the quarterly forecast.


4.2 Branded Materials. Purchaser shall reimburse 7UP/RC for any finished
Product and Branded Materials which remain in 7UP/RC possession
following the termination of this Agreement or a change in
Specifications or other decisions of Purchaser which render such
Branded Materials obsolete or not useable by 7UP/RC.


4.3 Pallets. 7UP/RC shall ship Product using pallets and a pallet pattern
reflected in Exhibit A. Pallets shall be exchanged upon delivery of
Product or purchased by Purchaser of 7UP/RC standard cost if ...