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                        SPONSORSHIP & SERVICES AGREEMENT

This agreement  ("Agreement"),  dated as of March 7, 2003 is entered into by and
between Hansen Beverage Company,  1010 Railroad Street,  Corona, CA 92882, Attn:
Mark Hall and Rodney Sacks ("Sponsor"), and C.C.R.L., LLC, c/o Vans, Inc., 15700
Shoemaker  Avenue,  Santa Fe  Springs,  CA 90670,  Attn:  Craig  Gosselin,  Esq.
("Company").

     1. Term: The term of this Agreement (the "Term") shall run from the date of
signature hereof through December 31, 2003, including,  without limitation, over
the entire North  American  summer leg of the Vans Warped Tour '03 (the "Tour").
Each concert date of the Tour  performed in North  America  shall be referred to
herein as a "Tour  Date".  The Tour is  expected  to have Tour Dates in not less
than 42 different markets.

     2. Sponsorship Fee:

     (a) Sponsor shall pay to Company a sponsorship and services fee (the "Fee")
of $____ as follows:  (i) $____ on or before  April 30,  2003;  (ii) $____ on or
before June 30, 2003; and (iii) $____ on or before August 15, 2003.

     (b) (i) Sponsor shall provide reasonable  quantities of the Sponsor branded
product described below  (collectively,  the "Product") at each Tour Date during
the Term up to the maximum amounts indicated below:

         (A) up to ____ cases of assorted water product;
         (B) up to ____ cases of assorted soda/juice product; and
         (C) up to ____ cases of "Monster Energy"/Hansens energy product.

Company shall advise  Sponsor of the adjusted  quantities  required from time to
time in accordance with reasonable demand and usage thereof. During each year of
the Tour, Sponsor shall deliver the Product, at its sole cost and expense, to no
fewer than ____  venues,  to be  mutually  designated  by Company  and  Sponsor.
Sponsor  shall  hire,  pay and be solely  responsible  for one  individual  (the
"Product  Manager"),  who shall be  approved  by Tour (such  approval  not to be
unreasonably withheld) and who shall travel with the Tour and be responsible for
the general  disbursement of the Product,  including  stocking daily supplies of
beverages at all tour  stages.  Notwithstanding  the  foregoing,  Company  shall
provide transportation,  lodging and meals for the Product Manager in accordance
with subparagraph 5(f) below.

     (ii) Sponsor  shall have the option to provide  additional  Product for the
kick-off  party for the Tour,  at Sponsor's  sole cost and  expense.  If Sponsor
intends to exercise such option,  Sponsor shall notify  Company by no later than
March 15, 2003.

                                       1

<PAGE>

     (iii) At either  party's  request,  Sponsor and Company  shall  discuss the
terms upon which Company and Sponsor may agree for Sponsor to provide additional
Product to the Tour for use by artists and athletes backstage at the Tour and on
artist and athlete  buses,  including  reimbursement  of Sponsor's  actual costs
therefore.

     2A. Option:  Provided that Company conducts the North America summer leg of
the Vans Warped Tour in 2004 (the "2004 Tour") in substantially the same manner
as the Vans Warped Tour '03, Sponsor shall have an option (the "Option") to be a
Sponsor for the 2004 Tour on the same terms as apply  herein with respect to the
Tour (including  without  limitation with respect to subparagraph 2(b) above and
paragraph 3 below), except that:

     (a) in lieu of the fee provided  for in  subparagraph  2(a) above,  Sponsor
     shall pay  Company  a Fee with  respect  to the 2004 Tour in the  amount of
     $____, as follows:  (i) $____ on or before March 31, 2004, (ii) $____ on or
     before  April 30, 2004;  (iii) $____ on or before June 30,  2004;  and (iv)
     $____ on or before August 15, 2004; and

     (b) if Company  does not  conduct the Ernie Ball  Promotion  (as defined in
     subparagraph  5(h)  below) in 2004 in  substantially  the same manner as in
     2003, Company shall provide Sponsor with participation in another promotion
     of comparable value on the Tour.

Sponsor may  exercise  the Option by giving  notice to Company at any time on or
prior to October 31, 2003.

     3. Sponsorship/Nonexclusivity:

     (a) Sponsor shall be an Associate Level sponsor for the Tour.

     (b)  Sponsor  acknowledges  and  agrees  that  Sponsor  is not the  sole or
exclusive  sponsor of the Tour or any  particular  Tour event,  and that Company
shall be entitled to permit other  persons or entities to act as sponsors of the
Tour and/or any  particular  Tour event,  or to refrain  therefrom,  in its sole
discretion.  Notwithstanding  the foregoing,  during the Term Sponsor shall have
exclusivity for and be the exclusive  sponsor for all beverages,  excluding only
"Yoo-Hoo" brand drinks, and which exclusivity  includes,  but is not limited to,
all beverages in the in the "energy  drink",  "sports drink",  "carbonated  soft
drink",  "juice",  "flavored  water" and "water"  categories  and shall have the
exclusive  right  during the Term to be known as the  "Official  Beverage of the
Vans Warped Tour 2003."

                                       2

<PAGE>

     4. Control of Tour:  Sponsor  acknowledges that Company shall have sole and
exclusive control over the concert performances,  athletic exhibitions,  and all
other aspects of the Tour.

     5. Sponsor's Promotional Entitlement:

     (a) Sponsor shall be entitled to the following:

     (i)  Provided  that  Sponsor  approves  Company ad mats by March 15,  2003,
Company shall include the name and/or logo of Sponsor for both the "monster" and
Hansen's  brands  (both of which are  referred  to  together  as the  "Mark") in
substantially all full-page print advertisements  created and/or placed directly
by Company or under Company's control during the Term which relate solely to the
Tour and embody the name(s) and/or logo(s) of  substantially  all other sponsors
of the Tour.  The size,  style and  location of the Mark in such  advertisements
shall be determined by Company, in its sole discretion,  provided that Sponsor's
logo shall be not less than approximately 25% smaller than the logo of any Title
Sponsor appearing in such advertisements.  The foregoing placements are expected
to include, but not be limited to, placements in all co-sponsored media elements
related to the Tour,  including  Alternative  Press,  Transworld (TW) Stance, TW
Surf, TW BMX, TW Snowboarding, TW Skateboarding, TW Ride BMX, TW Motocross, Tour
event posters and Tour press releases.

     (ii) Company shall make  available to Sponsor,  at Company's  sole cost and
expense, either one (1) full-page or two half-page,  four-color advertisement(s)
in the official Tour program.  Sponsor shall be solely responsible for providing
all materials necessary for said advertisement(s) (i.e., layout design, concept,
artwork, etc.), and shall deliver same, at Sponsor's sole cost and expense, to a
location to be designated by Company, no later than April 15, 2003. At Sponsor's
timely  request,  Company shall make additional ad pages available to Sponsor on
an "at cost" basis.

     (iii)  Company  shall  conduct a street  marketing  campaign in select Tour
markets  designated by Company.  Such street  marketing  campaigns will begin in
such  select  markets  approximately  two (2)  weeks  prior to the date on which
tickets for the Tour are first made  available for sale in such market.  Company
shall include  Sponsor's Mark on flyers and posters to be distributed as part of
such  marketing  campaigns  in high youth  traffic  areas and  locations  in the
designated  markets.  If Sponsor  desires to distribute  samples of its products
through such street marketing campaigns,  Sponsor and Company shall agree on the
terms and  conditions  on which  Company  shall  provide for such  distribution,
including an additional charge to Company for such distribution.

     (iv)  Company  shall use  commercially  reasonable  efforts  to  facilitate
incidental  radio  exposure  for Sponsor  when such  exposure  may be  available
through cross-promotional  opportunities arranged by Company. An example of such
a  cross-promotional  opportunity would be the distribution of Sponsor furnished
gift bags to key radio stations in designated Tour markets.

                                       3

<PAGE>

     (v)  No  inadvertent  failure  to  incorporate  the  Mark  or to  otherwise
reference  Sponsor in any manner or location  as  provided in this  subparagraph
5(a)  shall  be  deemed  a  breach  hereof,   provided   Company   endeavors  to
prospectively  cure such failure,  if possible,  following the Company  becoming
aware thereof.  Notwithstanding the foregoing,  should such failure be material,
Sponsor shall be entitled to an equitable reduction in the Fee.

     (b)  Subject to the prior  written  approval  of Company in each  instance,
which may not be unreasonably withheld or delayed,  Sponsor shall have the right
to  identify  itself as a sponsor of the Tour in its  television,  radio  and/or
print  advertising;  provided,  however,  that the Tour must in all instances be
identified  as the "Vans  Warped Tour '03 - Presented  by [TBD and TBD]",  or as
Company shall otherwise direct in writing.

     (c) Subject to local legal restrictions, if any, (1) Sponsor shall have the
nonexclusive  right to post  eight (8)  banners  (not to exceed 2' x 6' in size)
(the "Banners") containing a mutually approved design incorporating the Mark, at
each  concert  location  of the Tour,  which  shall be  erected  by  Company  on
Sponsor's  behalf at all concert  locations of the Tour;  and (2) Company  shall
apply mutually approved designs incorporating each of the Marks (including size)
on the Vert Ramps for skateboarding and FMX in mutually agreed positions,  which
will be similar to the  positions  and size  allocated to the previous  beverage
sponsor of the Tour in 2002.  The  specific  location,  placement  and all other
aspects of the display of the Banners  shall be subject to  Company's  approval,
provided that Company shall use  commercially  reasonable  efforts to cause such
banners o be displayed in high traffic  locations at Tour venues.  Sponsor shall
be solely responsible for all costs and expenses associated with the creation of
the Banners and  materials  to be applied to the Ramps and shall,  at  Sponsor's
sole cost and expense, deliver the Banners, along with all other materials which
Sponsor  intends to be transported by Company in accordance  with paragraph (d),
below,  to Company  where and as directed  by Company,  by no later than June 1,
2003.  Company shall have no liability  whatsoever  for any loss of or damage to
the Banners  posted by Sponsor at concert  locations of the Tour, and shall have
no obligation to return any Banners to Sponsor upon the conclusion of the Tour.

     (d) Company shall provide to Sponsor ground space  approximately 20' by 20'
in size or larger,  if required to accommodate  Sponsor's  climbing wall, for an
enclosed tent or other approved  Sponsor  experience at each concert location of
the Tour (the "Sponsor Tent"),  which Sponsor Tent and wall shall be provided by
Sponsor.  Sponsor may hang  banners and conduct  approved  patron  participation
activities  within  the  Sponsor  Tent;  provided,  however,  that  none  of the
foregoing  activities  shall  involve the display or  distribution  of footwear,
snowboard boots or bindings,  wearing apparel,  any product on which appears the
name  and/or  logo of the Tour (or any  artwork,  trademarks  or  service  marks

                                       4

<PAGE>

associated therewith),  or violate any rights held by other sponsors of the Tour
of which Sponsor has been  advised.  Sponsor may also  distribute  approved free
4-ounce samples of Sponsor's beverages and approved promotional  materials,  and
conduct approved free  product/merchandise  give-a-ways within the Sponsor Tent.
All such  materials  and plans will be  submitted  by  Sponsor  to  Company  for
approval by Company (and where  appropriate  the Venue  operators)  by April 20,
2003. All costs  associated  with the creation,  operation and management of the
Sponsor Tent and wall, and any activities conducted therein,  including (without
limitation)  the set up,  break down and  staffing of the Sponsor Tent and wall,
shall be borne solely by Sponsor, except that Company shall provide for internal
transportation  of the  Sponsor  Tent  and  wall,  and a  reasonable  volume  of
Sponsor's property and materials used in connection therewith, from the location
of the first concert of the Tour through the location of the last concert of the
Tour, provided that the Sponsor Tent and wall shall fold up into a space no more
than 10' by 14' and be able to fit in the back of a standard semi-truck. Company
shall have no  liability  whatsoever  for any  injuries to  persons,  or loss or
damage to property  arising out of or in any way related to the Sponsor Tent, or
to any property,  materials,  products  and/or  merchandise  which Sponsor uses,
distributes  and/or  exhibits  in the Sponsor  Tent,  or  otherwise,  at concert
locations during the Tour.

     (e) Sponsor shall not sell merchandise of any kind at Tour venues,  whether
in the Sponsor  Tent or  otherwise,  without  the prior  written  permission  of
Company.  To the extent Company  approves of Sponsor's sale of any  merchandise,
including  but not limited to sampler  compact  discs,  Sponsor  shall be solely
responsible  for  any and all  costs  and  expenses  relating  to the  creation,
shipping,  transportation, and vending of such merchandise. Without limiting the
generality of the preceding  sentence,  Sponsor shall be solely  responsible for
any and all "hall," "vendor," and other fees or amounts charged by any promoters
or venue  operators in  connection  with the sale of  merchandise,  and shall be
obligated  to pay the same fees as those paid by the artists  performing  on the
Tour in respect of their own  merchandise  sales.  Sponsor shall not endeavor in
any way to  negotiate  or barter for lower  "hall" or  "vendor"  fees than those
imposed upon Company and the artists performing on the Tour.

     (f) Company shall provide daily meals,  internal ground  transportation  to
each concert  location of each Tour,  and nightly  lodging on a Tour bus or in a
hotel on off days  (along  with the staff and crew of the Tour) for the  Product
Manager and two (2) other  representatives of Sponsor. In the event that Sponsor
desires  Company to provide  daily meals,  internal  ground  transportation  and
nightly lodging for additional representatives of Sponsor, Company shall provide
such  services  for an  additional  fee of $____ per person for each year of the
Tour,  provided  that  Sponsor has given  Company  adequate  notice  thereof and
subject to any  applicable  space  limitations  of the Tour.  Sponsor  shall pay
Company  such amount  within 10 days of  Sponsor's  request for such  additional
slot. As between  Company and Sponsor,  Sponsor shall be solely  responsible for
transporting its representative to and from the first and last concert venues of
the  Tour,  respectively.  Sponsor  acknowledges  that  Company  shall  have  no
liability for any injuries to persons or loss or damage to property  arising out
of or in any way related to said Tour bus (including,  without limitation, theft
of the Tour bus or any accident in which the Tour bus is  involved),  regardless
of Company's culpability in connection therewith.

                                       5

<PAGE>

     (g) Company shall provide Sponsor with the following tickets:

     (i) twenty (20) complimentary  general admission tickets for each Tour Date
for use by Sponsor as trade giveaways,  employee  incentive or other promotional
purposes. These tickets will be provided to Sponsor in bulk, approximately three
(3) weeks prior to the commencement of the Tour; and

     (ii) ten (10) Partner Privilege Passes for giveaways or employee incentives
for each Tour Date. Company will work with Sponsor in select markets to provided
Sponsor with additional Partner Privilege Passes.

Sponsor  will be  responsible  for all  further  distribution  of the  foregoing
tickets and passes.  All tickets and passes provided to Sponsor  hereunder shall
be for Sponsor's  business and promotional use only, and may not be resold under
any circumstances.

     (h) Sponsor  shall  participate  in the Ernie Ball  "Battle of the Bands" 7
Promotion (the "Ernie Ball Promotion") in connection with the Tour in accordance
with and  which  promotion  shall be  conducted  substantially  as set  forth in
Exhibit A hereto,  with such  modifications  as may be  necessary to comply with
artist or venue requirements or to comply with local laws.

     (i) (A) During the period commencing on the launch of  warpedtour.com  (the
"Tour Site") for the Tour and continuing throughout the Term, Company shall make
available  to Sponsor one (1) banner  advertisement  on the Tour  Website.  Such
banner advertisement shall be equivalent in size to that being provided to other
associate sponsors of the Tour, and such banner advertisement shall rotate among
Sponsor and other Tour  sponsors  throughout  the  duration  of the Term.  It is
anticipated  that Company shall launch the Tour Website on or around February 1,
2003.  Sponsor shall provide banner  artwork and logo to Company  promptly after
its execution of this agreement.

     (B) Throughout the Term,  Sponsor shall provide "click through"  buttons to
vans.com  and the Tour  Website  on the home page of its  primary  website  (the
"Sponsor  Website),  and Company  shall cause  vans.com  and the Tour Website to
provide  a "click  through"  button  to the  Sponsor  Website  on each such site
throughout the Term.

     (j) During  the Term,  Sponsor  shall have the right to  purchase a limited
amount  (such  amount to be  mutually  determined  by Sponsor  and  Company)  of
Company's  generally  available retail products at the actual landed f/o/b price
plus  shipping and on an "as-is"  basis.  Payment for all such product  shall be
made to  Company  in  advance  and all such  product  shall be used  solely  for
distribution to employees  directly  involved in the Tour or for distribution to
Sponsor's  employees  as  incentives.  Such product will not be resold under any
circumstances.

                                       6

<PAGE>

     6.  Company's  Use of Sponsor's  Materials:  Except as expressly  set forth
herein,  Company shall have the right,  but not the obligation,  to use the Mark
and  any  other  trade-name(s),   trademark(s)  and/or  logo(s)  of  Sponsor  in
connection with: (i) any and all advertising and promotion of the Tour; (ii) any
and all Tour merchandise  created and sold or otherwise  distributed by Company;
(iii) any phonorecords and/or audiovisual works relating to the Tour,  including
(without limitation) those featuring musical, athletic and/or other performances
or footage from the Tour; and (iv) any and all news items, press releases and/or
other information in any media relating to the Tour.

     7. Cancellation of the Tour: In the event that, as of the conclusion of the
Tour less than  forty-two  (42) concerts have been held,  Sponsor's  sole remedy
shall be to  receive  a refund  in an amount  equal to the Fee  multiplied  by a
fraction,  the  numerator  of which  fraction  shall be the  difference  between
forty-two  (42)  and  the  actual  number  of  concerts  of the  Tour,  and  the
denominator of which fraction shall be forty-two (42).

     8. Warranties/Representations/Indemnity/Insurance:

     (a) Each party  represents  and warrants  that it has the right,  power and
authority to enter into this  Agreement,  to grant the rights granted herein and
to perform the duties and obligations  described herein.  Sponsor represents and
warrants  that  every  person  who shall  perform  services  for or on behalf of
Sponsor in  connection  with the Tour is at least  eighteen (18) years old as of
the date hereof.

     (b) Sponsor  represents  and warrants that it shall obtain and/or  maintain
adequate  advertising and liability  insurance policies during the Term to cover
all  activities  undertaken  by or on behalf of Sponsor in  connection  with the
Tour,  including  but not limited to the  operation  of the Sponsor Tent and the
visitation thereof by Tour patrons. Company, Vans, Inc., Codikow, Carroll, Guido
& Groffman,  LLP, 4 Fini Inc.,  Creative Artist Agency, LLC and Kevin Lyman, and
all of their respective members, agents, employees, licensees and assigns, shall
be  named as an  additional  insured  on each of  Sponsor's  insurance  policies
relating  to  injuries  to persons or  property  including,  but not limited to,
comprehensive  general and public liability  insurance,  which policies shall be
free  of  encumbrance(s)  in  the  amount  of at  least  Three  Million  Dollars
($3,000,000.00)  for personal injury and Three Million  Dollars  ($3,000,000.00)
for  property  damage,  and shall be issued from  qualified  insurance  carriers
currently  rated A minus or better by A.M.  Best  Company.  Sponsor  shall  also
obtain  and/or  maintain  appropriate  Workers  Compensation  Insurance  for all
personnel  providing  services to or on behalf of Sponsor in connection with the
Tour or who are otherwise  present at Tour venues on behalf of Sponsor.  Sponsor
shall  provide  Company with  certificates  of each of the  foregoing  insurance
policies  no later  than  thirty  (30) days prior to  commencement  of the Tour.
Sponsor  further  warrants  and  represents  that it shall comply with any local
laws,  tariffs,   taxes  and/or  customs  requirements,   and  shall  be  solely
responsible for any and all payments which may be due in connection therewith.

                                       7

<PAGE>

     (c) Company agrees to indemnify,  defend and hold Sponsor and its officers,
directors, agents, representatives, shareholders and employees harmless from and
against  any and all  claims,  suits,  expenses,  damages or other  liabilities,
including  reasonable  attorney's fees and court costs,  arising out of: (i) the
breach by Company of any of the  representations  and warranties made by Company
in this Agreement; (ii) any personal injury or property damage arising out of or
in  connection  with the  Tour;  and/or  (iii) any  activity  by or on behalf of
Company in connection with the Tour; provided,  however, the foregoing indemnity
shall not apply to any claims,  suits,  expenses,  damages or other liabilities,
which arise out of, relate to, or are  contributed  to by any act or omission of
Sponsor.

     (d)  Sponsor  agrees to defend,  indemnify,  and hold  Company,  performers
engaged by Company,  all other sponsors of the Tour, and all of their respective
officers,  directors,  agents,  representatives,   shareholders  and  employees,
harmless from and against any and all claims, suits, expenses,  damages or other
liabilities,  including reasonable  attorney's fees and court costs, arising out
of: (i) the breach by Sponsor of any of the  representations  or warranties made
by Sponsor in this  Agreement;  (ii) the use by Company,  its respective  agents
and/or  assigns,  of any  materials  supplied  by Sponsor  hereunder,  including
(without limitation) any signage,  banners,  names,  trademarks,  service marks,
trade-names  or  logos;  and (iii) any  action of any kind,  including  (without
limitation)  any action for personal  injury or property damage in respect of or
concerning  any  material,  product or service  offered or  supplied  by Sponsor
hereunder or any activity occurring in or in connection with the Sponsor Tent or
otherwise  conducted or undertaken by or on behalf of Sponsor in connection with
the Tour.

9.  Miscellaneous:

     (a) Sponsor acknowledges that all rights in and to the Tour, Company's name
and logo,  the name and logo of the Tour, and all artwork,  trademarks,  service
marks  and all  goodwill  associated  therewith  shall be owned  and  controlled
exclusively  by  Company,  and  Sponsor  shall have no right,  title or interest
therein or thereto.  Similarly,  Company  acknowledges that all rights in and to
both of the Marks and all other trademarks  owned by the Sponsor,  including but
not limited to, the name and logos of the Sponsor and all  artwork,  trademarks,
service  marks  and  all  goodwill  associated  therewith  shall  be  owned  and
controlled  exclusively  by Sponsor,  and Company shall have no right,  title or
interest therein or thereto

     (b)  Notices  by  either  party to the  other  shall  be given by  personal
service,  by registered  or certified  mail,  return  receipt  requested,  or by
private overnight mail courier services,  to the respective  addresses set forth
on page 1, above.

     (c) If any provision of this  Agreement is declared  invalid as contrary to
law or public policy,  the remaining  provisions hereof shall continue to remain
in full force and effect.

     (d) The validity,  enforceability,  and  interpretation  of this  Agreement
shall be determined in accordance with the laws of the State of California.

                                       8

<PAGE>

     (e) A waiver of a breach or  default  will not  constitute  a waiver of any
terms or conditions of this  Agreement or of any  subsequent  similar  breach or
default.

     (f) Except as otherwise  provided in this  Agreement,  no  representations,
warranties,  or guarantees of either party not contained in this Agreement shall
be binding on the parties.

     (g) All  Exhibits  which are  attached  hereto are  incorporated  herein by
reference.

     (h) Any dispute,  controversy  or claim  arising out of or relating to this
Agreement  or the  breach or  termination  hereof  shall be  settled  by binding
arbitration  conducted  by  JAMS/Endispute  ("JAMS")  in  accordance  with  JAMS
Comprehensive  Arbitration  Rules and Procedures (the "Rules").  The arbitration
shall be heard by one arbitrator to be selected in accordance  with the Rules in
Orange  County,  California.  Judgment upon any award rendered may be entered in
any court having jurisdiction thereof.  Within 7 calendar days after appointment
the arbitrator  shall set the hearing date,  which shall be within 90 days after
the filing  date of the demand for  arbitration  unless a later date is required
for good cause shown and shall order a mutual exchange of what he/she determines
to be  relevant  documents  and the dates  thereafter  for the taking of up to a
maximum of 5 depositions  by each party to last no more than 2 days in aggregate
for each party.  Both parties  waive the right,  if any, to obtain any award for
exemplary or punitive  damages or any other amount for the purpose or imposing a
penalty  from the  other in any  arbitration  or  judicial  proceeding  or other
adjudication  arising out of or with  respect to this  Agreement,  or any breach
hereof, including any claim that said Agreement, or any part hereof, is invalid,
illegal or  otherwise  voidable or void.  In addition to all other  relief,  the
arbitrator  shall  have the  power to award  reasonable  attorney's  fees to the
prevailing  party.  The  arbitrator  shall make his or her award no later than 7
calendar  days after the close of evidence or the  submission  of final  briefs,
whichever occurs later.

     (i)  Neither  party  shall be  liable  for any  failure  of or delay in the
performance of their respective  obligations  under this Agreement to the extent
such failure or delay is due to  circumstances  beyond its  reasonable  control,
including (without limitation) acts of God or a public enemy including,  but not
limited to floods, wars, civil disturbances, sabotage, accidents, insurrections,
blockades,  embargoes,  storms,  explosions,  labor disputes  and/or acts of any
governmental  body,  nor shall any such  failure or delay give either  party the
right to terminate this Agreement.

     (k) No breach by either party hereof  shall be deemed  material  unless the
other party shall give written notice of such purported  breach to the breaching
party and the  breaching  party  has not  cured  such  breach  within  seven (7)
business days after receipt of such notice.

                                       9

<PAGE>

     (l) This  Agreement  shall  not be deemed  to  create  any  joint  venture,
partnership or agency  between the parties  hereto.  It is understood  that each
party to this Agreement shall be independent of the other and that neither party
shall have the right or authority to bind the other party.

     (m) This Agreement  constitutes the complete  agreement between the parties
hereto on the subject matter hereof, and all prior or contemporaneous agreements
between the parties,  whether oral or written,  shall be deemed  merged  herein.
This  Agreement  may not be modified or amended  except by a written  instrument
duly executed by the party to be charged.

     (n) Sponsor  shall not have the right to assign,  sell,  lease,  license or
sublicense,  in whole or in part,  any of its rights or  obligations  hereunder,
including (without limitation)  Sponsor's right to post signage and hang banners
at Tour concerts  (including in and about the Sponsor Tent), and Sponsor's right
to ground  space  for and to  conduct  activities  in the  Sponsor  Tent at Tour
concerts.


AGREED AND ACCEPTED:                        AGREED AND ACCEPTED:

C.C.R.L., LLC                               HANSEN BEVERAGE COMPANY
By:  VANS, INC., Managing Member


By: /s/CRAIG GOSSELIN                        By: /s/RODNEY C. SACKS
    ------------------------------              ---------------------------
    An authorized signatory                     Rodney C. Sacks
                                                Chief Executive Officer/Chairman

                                       10
<PAGE>
                                    EXHIBIT A

               Monster Energy / ERNIE BALL "Battle of the Bands" 7


In 2003,  Sponsor's  Monster Energy beverage will become an integral part of the
ERNIE BALL Battle of the Bands 7 promotion (the "Promotion").


I.  Monster  Energy / ERNIE BALL  Battle of the Bands 7 will be the  largest and
longest-running promotion of its kind.

II. The  annual  Monster  Energy / ERNIE  BALL  Battle of the Bands will be held
March through  September in conjunction with and as an integral part of the 2003
Vans Warped Tour.

III. Approximately 12,000 bands have entered the competition during the past six
years with  hundreds  of young,  up-and-coming  bands given the  opportunity  to
showcase their talents, live, in front of thousands of fans.

IV. Each band's music is exposed to hundreds of  thousands of music  enthusiasts
who vote for their  favorite band on the Monster  Energy / ERNIE BALL Battle Web
site.

V. More than 2 million  online votes were cast during 2002's Battle of the Bands
6.

An intricate part of Monster Energy / ERNIE BALL Battle of the Bands 7 promotion
is Ernie Ball's Local Heroes  Mobile  Stage.  Designed and built by Ernie Ball's
engineering  and  manufacturing   departments  in  Spring  2000,  the  stage  is
completely self-contained including:

        15kV diesel generator

        30,000 watt EV sound system

        Back-line (DW Drums, Line 6 Amps, Zildjian cymbals, Hartke Bass Amps,
         Yamaha keyboards)

        Lights

        Crew

At the  flick of a switch,  the stage is  cranking  out  music  (set-up  time is
approximately 45 minutes).

<PAGE>

Some 3,000 bands have performed on the stage to all-age crowds  throughout North
America.

The stage also doubles as a "traveling billboard" and has logged 94,000 miles in
27 months.

The outdoor advertising industry estimates 600 impressions per mile traveled for
some 56,000,000 impressions thus far.

This stage will be named the Monster  Energy / ERNIE BALL Stage on the 2003 Vans
Warped Tour.



THE PROMOTION:


Monster Energy / ERNIE BALL Battle of the Bands 7

On-site Stage and Promotion

Monster  Energy  (Sponsor)  can use  the  promotion's  logos  and  marks  in its
promotional  activities  on-pack  and at  retail  in  accordance  with the terms
hereof.

Monster  Energy logo will be  prominently  displayed  on exterior  panels of the
stage and also on the marquee  above the stage  during all  performances  on the
terms set forth herein.

Opportunity exists to integrate Monster Energy on-site presence at the Tour next
to Monster Energy / ERNIE BALL Stage.

Logo Integration and Usage

Monster Energy logo will be prominently  incorporated  in Monster Energy / ERNIE
BALL Battle of the Bands 7 logo artwork. Artwork will be created by Ernie Ball's
award winning art department and approved by Sponsor.

Monster  Energy logo will be  prominently  displayed  on exterior  panels of the
stage and also on the marquee  above the stage  during all  performances  of the
Promotion  in North  America.  The exact size,  location  and  placement  of the
Monster  Energy  logo  shall  be  determined  by  Company,   in  Company's  sole
discretion.

<PAGE>

Company's  inadvertent  failure to  incorporate  the  Monster  Energy logo or to
otherwise  reference  Sponsor  in any manner or  location  as  provided  in this
Exhibit A shall not be deemed a breach  hereof,  provided  Company  endeavors to
prospectively  cure such failure,  if possible,  following the Company  becoming
aware thereof.  Notwithstanding the foregoing,  should such failure be material,
Sponsor shall be entitled to an equitable reduction in the Fee.

Media Exposure

Monster  Energy's  participation  will  be  mentioned  in  all  Promotion  press
releases.

During  Battle 6 more than 55 separate  press  releases  were sent to 1,149 news
organizations in 48 markets receiving 30 confirmed hard copy printings and posts
on more than 114 Web-sites.

Press  releases  are  sent to  announce  contest  and  later  to  promote  bands
performing on the stage in each market.

Monster Energy / ERNIE  BALL Battle of the Bands 7 will be advertised in:

         Print
         Guitar World Magazine
         4 full-page, four color ads= 214,000 circulation
         Pass-around= 1.6M impressions

         Additional periodicals are being negotiated with

         Posters
         Displayed in approximately 5,500 Monster Energy retailers in North
              America.
         Average of 20 customers per day for 90 days = 9.9M  impressions


On-line

Direct  Emails:  Ernie  Ball has access to a database  of some  12,000  previous
Battle of the Bands  contestants  with  average  of four (4)  members  per band.
Subject to applicable legal  restrictions and privacy policies,  Ernie Ball will
send a reasonable number of e-mails to such database on behalf of Sponsor during
the Term.  The content of such e-mails shall be subject to the approval of Ernie
Ball which approval shall not be unreasonably withheld.

Monster Energy will receive one banner  advertisement on  www.ernieball.com  for
the length of Promotion.

<PAGE>

Battle 6  (http://battle.ernieball.com/bb6/)  is still live  showing last year's
entries. The 2002 Battle of the Bands 6 website activity included 118,000 unique
visitors, 5 million page views, and 15 million hits.

Links will be provided between Monster Energy,  Ernie Ball and the official Vans
Warped Tour Web sites

The Finale

The Monster  Energy / Ernie Ball Battle of the Bands 7 will culminate in a final
competition  between  the top four  bands at The Key Club  nightclub  on  Sunset
Boulevard in Los Angeles.

Four bands will be provided with a scholarship  fund of $1,000.00 to be used for
travel to Los  Angeles  for the final  competition.  Bands  will be  instructed:
here's $1,000.00. Get yourselves to Los Angeles.

Company will create and mail a formal invite to record labels and music press to
attend the competition at the Key Club

Company will record each band's performance and provide them with a high quality
DVD

Company  will  provide  a Web cast of the Key  Club  party /  competition  to be
broadcast live on the Monster Energy Web-site

Monster Energy / ERNIE BALL Battle of the Bands 7 Timeline

March 2003
         Ads appear in Guitar World
         Emails campaign begin
         In-store posters are distributed
         In-packs distributed
         Monster Energy / ERNIE BALL Battle of the Bands 7 websites begins
              online
         registration

 May 2003
         On-line Registration ends
         Bands selected to play at Vans Warped Tour are notified and provided
              street-marketing information to promote
         their performance, VWT, and Monster Energy / Ernie Ball Battle of the
              Bands 7

<PAGE>

June 15, 2003
         Monster Energy / Ernie Ball Battle of the Bands 7 online voting begins
         Second stage of press releases
         Street-marketing begins

June 18, 2003
         2003 Vans Warped Tour begins
         Local Heroes Mobile Stage hits the road

August 2003
         Vans Warped Tour ends

September 9, 2003
         Monster Energy / Ernie Ball Battle of the Bands online voting ends

Approximately Mid-September, 2003
         Four finalists are selected to perform at the Key Club in Los Angeles


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