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Settlement Agreement - The Fresh Juice Co. of California Inc., The Fresh Smoothie Co. LLC and Hansen's Juice Creations LLC

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SETTLEMENT AGREEMENT

This Settlement Agreement (the "Settlement  Agreement")'is entered effective the
3rd day of September, 1999 by and between The Fresh Juice Company of California,
Inc., as successor to and/or assignee of Hansen's Juice,  Inc. (both hereinafter
referred to as "HJI"), The Fresh Smoothie Company,  LLC ("FSC") and its managing
partner,  Barry  Lublin  ("Lublin"),   Hansen's  Juice  Creations,  LLC  ("Juice
Creations"),  and its managing partner,  Harvey Laderman ("Laderman") (HJI, FSC,
Lublin and  Laderman  shall  collectively  hereinafter  be  referred  to as "the
Parties").

WHEREAS,  HJI owns, possesses and/or enjoys certain rights, title and interests,
inter alia: (i) as a grantor and beneficiary  under and pursuant to the terms of
a Trust created under that certain Agreement of Trust dated as of July 27, 1992,
as amended from time to time (the "Trust  Agreement" or "Trust") by, between and
among Hansen's  Juices,  Inc. and Gary Hansen,  Anthony Kane and Burton S. Rosky
(collectively,  the "Former  Trustees")  as  Trustees of the Trust;  and (ii) as
licensee  of the common law and  registered  trademark  "HANSEN'S",  alone or in
conjunction  with other words,  and in various forms,  variations and composites
thereof  (hereinafter,  collectively,  the  "Trademarks"),  and the trade  name,
company name,  corporate name and doing,  business name "HANSEN'S ", alone or in
conjunction  with other words,  and in various forms,  variations and composites
thereof (hereinafter,  collectively,  the "Trade Names"), in connection with the
manufacture,  sale and distribution of fresh juice drinks and juices pursuant to
that certain Fresh Juices License Agreement,  as amended (hereinafter,  together
with its amendments,  the "Fresh Juices Agreement")  entered into as of July 27,
1992 between HJI as Licensee  and the Former  Trustees on behalf of the Trust as
Licensor; and

WHEREAS,  HJI and Juice Creations  entered into a Royalty  Agreement dated April
26, 1996, annexed as Exhibit "A" hereto (the "Juices Royalty Agreement"),  which
has been amended and supplemented pursuant to: (i) a letter agreement, dated May
14, 1996 annexed as Exhibit "B" hereto (the "Letter Agreement"),  (ii) Amendment
to Royalty Agreement,  dated May 9, 1997 to the Juices Royalty Agreement annexed
as Exhibit "C" hereto (the "Juices  Royalty  Amendment"),  (iii) an Agreement of
Purchase and Sale of Membership  Interests  and  Amendment of Royalty  Agreement
dated May 9, 1997 annexed hereto as Exhibit "D" hereto (the "Membership Purchase
Agreement"),  and (iv) the Settlement  Agreement dated September _, 1999 between
Hansen Beverage Company ("HBC"),  Rodney C. Sacks, as Trustee of the Trust, FSC,
Juice  Creations,  Lublin and Laderman,  annexed as Exhibit "E" hereto (the "HBC
Settlement  Agreement").  The Juices Royalty Agreement, as amended by the Letter
Agreement,  Juices Royalty Amendment, the Membership Purchase Agreement, the HBC
Settlement  Agreement,  and the within Settlement  Agreement (being  hereinafter
referred to, collectively, as the "Fresh Juices Sublicense"), shall govern FSC's
rights and license in the Trademarks and/or Trade Names; and

WHEREAS,  in accordance with to the terms of the Juices Royalty  Agreement,  HJI
granted Juice Creations an exclusive  license to use the designation  "HANSEN'S"
as a trademark, trade name and business name in connection with the manufacture,
sale and distribution of "fresh juices and fresh juice products";

WHEREAS, The Fresh Juice Company of California,  Inc. by successorship to and/or
assignment from Hansen's Juices, Inc., became the sublicensor to Juice Creations
under and pursuant to the terms of the Fresh Juices Sublicense; and

WHEREAS,  pursuant to the terms of an  Assignment  of License  Agreements  dated
February,  1999, Juice Creations assigned to FSC all of Juice Creations' rights,
license, and interests under the Juices Royalty Agreement, as amended; and

WHEREAS, the Trustee and HBC, as Claimants,  and Juice Creations, as Respondent,
are parties to an arbitration  (the  "Arbitration")  pending before the American
Arbitration  Association ("AAA") in Los Angeles  California,  No. 72 Y 114 01292
98, however,  the Arbitration has been settled and dismissed pursuant to the HBC
Settlement Agreement; and

WHEREAS, HJI has submitted to the AAA and moved for leave to file a Cross-Demand
For Declaratory Relief, dated August 11, 1999 (the "Cross-Demand")  against FSC,
Lublin, Juice Creations,  and Laderman before the AAA, and FSC, Lublin, Laderman
and Juice  Creations  have denied the claims set forth in the  Cross-Demand  and
have certain claims against HJI (the "Fresh Juices Dispute"); and

WHEREAS, the Parties wish to dismiss, with prejudice, all claims that they have,
or could have, asserted against one another in the Cross-Demand and with respect
to the  Fresh  Juices  Dispute,  and to avoid  the  expense,  inconvenience  and
distraction  of  protracted  litigation,  without  any  admission  of  liability
whatsoever by any of them, and without the foregoing  recitals  constituting any
evidence  or  admission  as to  the  validity,  force  or  effect  of any of the
agreements referred to therein; and

WHEREAS, the Parties have agreed to settle the Cross-Demand and the Fresh Juices
Dispute between and among them on the terms and conditions set forth below;

NOW,  THEREFORE,  in  consideration  of the premises,  the mutual  covenants and
promises set forth herein,  and for other good and valuable  consideration,  the
validity,  sufficiency  and  receipt  of which are  hereby  acknowledged,  IT IS
STIPULATED AND AGREED by and among the Parties as follows:

1.       Required   Submissions  and  Documents.   Contemporaneously   with  the
         execution  of  this  Settlement  Agreement,  HJI  shall  submit  to the
         Arbitrator for signature and approval an executed  original  Stipulated
         Final Dismissal upon the terms of this Settlement Agreement in the form
         annexed as Exhibit "F."

          2. Rescission of Termination Notices.  Confirmation  Validity of Fresh
     Juice Sublicense.  HJI hereby acknowledges,  agrees and confirms, that: (i)
     all prior notices and letters  purporting  to terminate the Juices  Royalty
     Agreement,  as amended,  which were sent to FSC (or to Juice  Creations) by
     HJI (or by HJI's legal counsel),  including without  limitation the letters
     dated March 1, 1999,  April 2, 1999,  and July 7, 1999 (copies of which are
     attached hereto as Exhibits  "G-1," "G-2," and "G-3") are hereby  rescinded
     and  terminated  and are of no  further  force and  effect,  (ii) the Fresh
     Juices  Sublicense is valid,  and in full force and effect  pursuant to the
     terms and conditions  contained therein,  and as amended  hereinbelow,  and
     (iii) upon the execution of this Settlement  Agreement by the Parties,  FSC
     shall not be deemed to be in default under the Fresh Juices Sublicense.

  3. Amendment To Juices  Royalty  Amendment.  HJI and FSC hereby agree that the
     Juices Royalty  Amendment is further  hereby amended as follows:  after the
     word  "machine"  contained  in the last line of Paragraph I and on the last
     line of Paragraph  2.b., the following words shall be added in parenthesis:
     "(including blenders)."


4.       Non-Competition.

                           (i)  Nothing  in  this  Agreement,  or in  any of the
                           agreements  comprising the Fresh Juices Sublicense as
                           defined  in  this   Settlement   Agreement  shall  be
                           construed to prohibit or restrict FSC from supplying,
                           in any  bottled,  non-bottled  or  pre-bottled  form,
                           custom blend fresh juice-based  products,  including,
                           without limitation,  smoothies, which are designed to
                           be sold for use at home or by the  ultimate  consumer
                           in a Taylor machine,  or similar  machine  (including
                           blenders)  ("Custom  Blended Fresh Juice  Products"),
                           provided that neither the  designation  '"HANSEN" nor
                           "HANSEN'S",  alone or in  combination  with any other
                           word(s), or any form, variation or composite thereof,
                           is used in any manner  whatsoever in connection  with
                           any such Custom  Blended  Fresh  Juice  Products as a
                           trademark,  service mark,  trade name,  company name,
                           corporate  name,  doing  business  name or otherwise.
                           Other than with respect to its supply  obligations to
                           FSC, HJI shall not manufacture,  sell,  distribute or
                           supply any Custom Blended Fresh Juice Products.

         (ii) In the  event  that at any  time  during  the  term of the  Juices
         Royalty Agreement,  as amended, that FSC elects (at its sole option) to
         sell,  manufacture  or distribute  under a trademark not using the name
         "Hansens" any juice based product that is in competition to any product
         presently  manufactured  and  distributed  solely by HJI, then FSC must
         first  obtain the prior  consent  of HJI,  which  consent  shall not be
         unreasonably withheld by HJI. FSC shall give to HJI at least sixty (60)
         days prior written  notice with respect to describing  said  product(s)
         and its intended  uses (the  "Notice"),  and HJI shall  respond  within
         thirty (30) days from the receipt of the Notice.  In the event that HJI
         rejects FSC's request contained in the Notice, then: (i) HJI's response
         to FSC shall set  forth  HJI's  reasons  why it is  disapproving  FSC's
         request,  and (ii) if FSC is of the opinion  that HJI has  unreasonably
         disapproved  FSC's  request,  then FSC may, at its option,  submit such
         dispute  to  Arbitration  pursuant  to  the  procedures  set  forth  in
         Paragraph 17 hereinafter.

5.       Payment  by  FSC  to  HJI  of  Certain  Invoices.  The  Parties  hereby
         acknowledge that there are certain outstanding invoices recently billed
         by HJI to FSC as follows (collectively, the "Invoices"):

         Invoice No.                                 Amount
         0227 367                                    $      117.60
         0226 722                                       21,217.20
         0229 175                                       22,811.90
                                            Total:    $ 44,146.70

         HFI and FSC have  agreed  that FSC shall have up to November 1, 1999 to
         pay in full the Invoices.  It is further  agreed that FSC shall pay all
         future HJI invoices  within thirty (30) days from receipt by FSC of the
         products ordered by FSC pursuant to such new invoices.

6.       Payment of Legal Fees. It is hereby  agreed and confirmed  that neither
         Juice Creations,  FSC, Barry Lublin,  or Harvey Laderman shall have any
         liability  or  obligation  to pay to HJI any legal  fees or costs  with
         respect to the indemnification  provisions  contained in Paragraph 9.01
         of  the  Membership  Purchase  Agreement  or  contained  in  any  other
         document.

7.       Ratification  of Fresh Juices  Sublicense.  The Parties hereby confirm,
         agree,  and  acknowledge  that: (i) Fresh Juices  Sublicense is in full
         force and effect,  and (ii) the Parties shall comply with the terms and
         conditions of, and perform their obligation  under, and be bound by all
         of the terms and conditions contained in the Fresh Juices Sublicense.

8.       Mutual Releases.

                           (i) Except  for the  obligations  created  under this
                           Settlement Agreement,  FSC, Juice Creations,  Lublin,
                           and  Laderman,   jointly  and  severally,  do  hereby
                           unconditionally,  irrevocably and forever release and
                           discharge HJI and its officers, directors,  managers,
                           attorneys,    agents,   servants,    representatives,
                           employees,  and the successors and assigns of each of
                           the  foregoing  from  any  and  all  claims,   debts,
                           liabilities,  demands, obligations,  costs, expenses,
                           damages,  lawsuits,  actions and causes of action, of
                           whatever  kind or nature,  whether  known or unknown,
                           based  on,  arising  out of,  or in  connection  with
                           anything  done or omitted or  suffered  to be done at
                           any  time  prior  to  the  date  of  this  Settlement
                           Agreement  which  pertains  in any  way to any of the
                           events  described in the Recitals to this  Settlement
                           Agreement,  the  Cross-Demand,  and the Fresh  Juices
                           Dispute.

         (ii)  Except  for  the   obligations   created  under  this  Settlement
         Agreement, HJI hereby unconditionally, irrevocably and forever releases
         and discharges (a) Juice Creations,  FSC, and their respective members,
         principals, officers, directors, managers, attorneys, agents, servants,
         representatives,  employees,  and (b) Barry Lublin and Harvey Laderman,
         and their  respective  attorneys,  agents,  servants,  representatives,
         employees,  agents,  heirs,  successors,  and assigns, from any and all
         claims, debts,  liabilities,  demands,  obligations,  costs,  expenses,
         damages,  lawsuits,  actions and causes of action,  of whatever kind or
         nature,  whether  known or  unknown,  based on,  arising  out of, or in
         connection  with anything done or omitted or suffered to be done at any
         time prior to the date of this  Settlement  Agreement which pertains in
         any  way to any  of the  events  described  in  the  Recitals  to  this
         Settlement Agreement, the Cross-Demand, or the Fresh Juices Dispute.

         (iii)  Except for as  provided  in this  Settlement  Agreement  and its
         related  documents,  the  release  of the  Parties  contained  in  this
         Paragraph  7 of this  Settlement  Agreement  includes  the  waiver  and
         release of any and all rights under California Civil Code Section 1542,
         which provides as follows:

         "A general  release does not extend to claims  which the creditor  does
         not know or suspect to exist in his favor at the tie of  executing  the
         release,  which  if  known by him must  have  materially  affected  his
         settlement with the debtor."

                           (iv)  Each  of  the  Parties  hereto  represents  and
                           warrants that such Party has not heretofore  assigned
                           or  transferred,  or purported to assign or transfer,
                           to any person or other entity whatever,  any claim or
                           cause of action released or assigned pursuant to this
                           Settlement Agreement.

9.       Integration.  This Settlement  Agreement contains the full and complete
         settlement  reached by the Parties with respect to the Cross-Demand and
         the Fresh Juices Dispute and the matters contained therein,  and merges
         all  prior  and  contemporaneous   discussions,   writings,   promises,
         undertakings,   representations   and   communications   between   them
         respecting  the  settlement  of the  Cross-Demand  and the Fresh Juices
         Dispute  and the  subject  matter set forth  herein.  No  modification,
         rescission  or  waiver  of any of the  terms  and  conditions  of  this
         Settlement  Agreement  shall be binding or  effective  for any  purpose
         unless  expressed  in a  writing  signed by the  Parties,  and any such
         modification,  rescission  or  waiver  shall be  effective  only in the
         specific instance and for the specific purpose given.

         10. Binding Effect. This Settlement Agreement and the Juices Sublicense
             Agreement shall inure to the benefit of, and shall be binding upon,
             the  undersigned   Parties,   their  parent  entities,   controlled
             subsidiaries,  members,  shareholders,  affiliates,  divisions, and
             departments,  and  each  of  the  foregoing  entities'  principals,
             officers, directors, employees, representatives and agents, and all
             those  acting  under any of the  foregoing  persons'  or  entities'
             control, in concert with any of them or on any of their behalf, and
             each  of  their  respective  heirs,  successors,   representatives,
             administrators  and  assigns,  provided,  however,  nothing in this
             Settlement   Agreement,   except  as  expressly  provided  in  this
             Settlement Agreement,  shall expand, limit, or affect in any manner
             either the  restrictions  on competition or the supply  obligations
             set forth in the Fresh Juices Sublicense.

11.      Notices. Any notice, request, information or other document required to
         be provided  hereunder shall be in writing and delivered  personally or
         sent by certified  mail or registered  mail,  postage  prepaid,  to the
         following  addressees  or to such other  addressees as may from time to
         time be designated in writing by the parties:

         In the case of HJI:        The Fresh Juices Company of California, Inc.
                                    875 West 8th Street
                                    Azusa, California 91702
                                    Telecopy: (818) 812-6077
                                    Attention: Jeffrey Heavirland

         In the case of FSC:        Barry Lublin
                                    The Fresh Smoothie Company, LLC
                                    11640 San Vicente Blvd., Suite 205
                                    Los Angeles, California 90049
                                    Telecopy: (310) 820-0053

         Copy to:          Roger H. Howard, Esq.
                                    Christensen, White, Miller, Fink,
                                    F. Jacobs, Glaser & Shapiro, LLP
                                    2121 Avenue of the Stars, 18th Floor
                                    Los Angeles, California 90067-5010
                                    Telecopy: (310) 556-2920
                                                     and
                                    Dennis G. Martin
                                    Blakely, Sokoloff, Taylor & Zafman
                                    12400 Wilshire Blvd., Seventh Floor
                                    Los Angeles, California 90025-1026
                                    Telecopy: (310) 820-5988

         In the case of
         Juice Creations:           Harvey Laderman
                                    Hansen's Juice Creations, LLC
                                    11640 San Vicente Blvd., Suite 205
                                    Los Angeles, California 90049
                                    Telecopy: (310) 820-0053

         Copy to:          Roger H. Howard, Esq.
                                    Christensen, White, Miller, Fink,
                                    F. Jacobs, Glaser & Shapiro, LLP
                                    2121 Avenue of the Stars, 18th Floor
                                    Los Angeles, California 90067-5010
                                    Telecopy: (310) 556-2920.

         In the case of
         Barry Lublin:              Barry Lublin
                                    c/o The Fresh Smoothie Company, LLC
                                    11640 San Vicente Blvd., Suite 205
                                    Los Angeles, California 90049
                                    Telecopy: (310) 820-0053


         Copy to:          Roger H. Howard, Esq.
                                    Christensen, White, Miller, Fink,
                                    F. Jacobs, Glaser & Shapiro, LLP
                                    2121 Avenue of the Stars, 18th Floor
                                    Los Angeles, California 90067-5010
                                    Telecopy: (310) 556-2920.




         In the case of
         Harvey Laderman:  Harvey Laderman
                                    c/o Hansen's Juice Creations, LLC
                                    11640 San Vicente Blvd., Suite 205
                                    Los Angeles, California 90049
                                    Telecopy: (310) 820-0053

         Copy to:          Roger H. Howard, Esq.
                                    Christensen, White, Miller, Fink,
                                    F. Jacobs, Glaser & Shapiro, LLP
                                    2121 Avenue of the Stars, 18th Floor
                                    Los Angeles, California 90067-5010
                                    Telecopy: (310) 556-2920.

12.      Authority.   Each  of  the  individual  signatories  hereto  personally
         represents  and  warrants  that he is a Party or an  officer of a Party
         hereto, that his entry into this Settlement  Agreement is authorized in
         the manner  required by  applicable  law, and that he is empowered  and
         authorized to sign on behalf of the Party on behalf of whom or which he
         sets forth his signature below.

13.      Non-admission;  Non-Prejudice.  It is expressly  understood  and agreed
         that this  Settlement  Agreement and its contents are not and shall not
         be  construed as an admission or denial by any of the Parties as to, or
         as any evidence of, the truth of any of the allegations or the validity
         of any of the claims  asserted in the  Cross-Demand.  The Parties  have
         agreed to compromise and settle the claims  asserted in the Arbitration
         and Cross-Demand to avoid the expense and  inconvenience  that would be
         entailed in continuing this proceeding.

14.      Non-Exhaustive.  The  requirements  and  restrictions set forth in this
         Settlement  Agreement  shall be in addition to, and not in lieu of, any
         requirements or restrictions prescribed by law.

15.      Choice of Law. This  Settlement  Agreement shall be construed under and
         governed by the laws of the State of California  without  giving effect
         to principles of conflict of law.

16.      Conflict.  In the event of a conflict  between the  provisions  of this
         Agreement  and  the  HBC  Settlement  Agreement,   the  HBC  Settlement
         Agreement will govern and control.

17.      Final Dismissal.  Alternative Dispute Resolution and Remedies

17.1 Final Dismissal.  The Stipulated Final Dismissal of the Cross-Demand  shall
     be submitted to the Arbitrator for signature and approval.

17.2.Alternative Dispute Resolution. The Parties hereby expressly agree that any
     dispute,  controversy  or claim  arising  out of, in  connection  with,  or
     relating  to this  Settlement  Agreement,  or the * entry  into,  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
     (1)  arbitrator  to be selected in  accordance  with the Rules,  within the
     boundaries  of Los Angeles  County,  California.  Judgement  upon any award
     rendered may be entered in any court having  jurisdiction  thereof.  Within
     seven (7) calendar  days after  appointment  the  arbitrator  shall set the
     hearing date,  which shall be within ninety (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, identifications of witnesses and information and the
     dates  thereafter for the taking of up to a maximum of five (5) depositions
     by each Party to last no more than two (2) days per  deponent.  The Parties
     waive the right,  if any,  to obtain any award for  exemplary  or  punitive
     damages or any other  amount for the purpose of imposing a penalty from the
     other in any  arbitration  or  judicial  proceeding  or other  adjudication
     arising out of or with respect to this Settlement Agreement,  or any breach
     hereof,  including any claim that this  Settlement  Agreement,  or any part
     hereof, is invalid,  illegal or otherwise  voidable or void. In addition to
     all other relief that may be granted in the arbitration, including, without
     limitation,  the relief set forth in Section  17.3  below,  the  arbitrator
     shall award reasonable  attorneys' fees to the prevailing Party or Parties.
     The arbitrator shall make his or her award no later than seven (7) calendar
     days  after  the  close of  evidence  or the  submission  of final  briefs,
     whichever  occurs later.  The arbitration  award shall be final and binding
     upon the Parties and the  Parties  hereto  agree that they will accept such
     decision  and award as  binding  and  conclusive  and will  abide  thereby.
     Service of any notice, process, motion or other document in connection with
     such arbitration  proceeding and arbitration  award may be made by personal
     service or by any means specified in Section 11 hereof.

                  The Parties further acknowledge, consent and agree that to the
                  extent that any dispute,  controversy or claim arising out of,
                  in connection  with, or relating to this Settlement  Agreement
                  refers or relates to, implicates, involves or concerns, in any
                  manner  whatsoever,  the Trust  Agreement,  the  Fresh  Juices
                  Agreement,   the  Fresh  Juices   Sublicense,   or  any  other
                  instrument,  arrangement or agreement by and/or between and/or
                  among the Parties  that  provides for  arbitration  before the
                  American Arbitration  Association,  the arbitration provisions
                  of this  Section 17 shall  govern and  control  and the entire
                  controversy,  claim and dispute  shall be conducted by JAMS in
                  accordance  with the  provisions  of this  Section  17. To the
                  extent  that the  provisions  of the Trust  Agreement  and the
                  Fresh  Juices  Sublicense,   or  any  such  other  instrument,
                  arrangement or agreement are in conflict or inconsistent  with
                  this  Section  17,  they are hereby  superseded  to the extent
                  necessary  to  effectuate  the intent of the Parties  that any
                  dispute,  controversy  or claim  arising out of, in connection
                  with, or relating to this Settlement Agreement be conducted in
                  its entirety by JAMS in accordance with the provisions of this
                  Section 17.

         17.3     Remedies. In the event of a breach or threatened breach by any
                  of  the  Parties  of its  obligations  under  this  Settlement
                  Agreement,  each Party acknowledges that the other Parties may
                  not have an  adequate  remedy at law and shall be  entitled to
                  seek specific  performance  of this  Settlement  Agreement and
                  such  preliminary,   permanent  and  mandatory  equitable  and
                  injunctive  relief as may be  available  to  restrain  the any
                  other  Party from any actual or  threatened  violation  of the
                  provisions hereof.  Accordingly,  notwithstanding the Parties'
                  agreement to submit to  arbitration  set forth in Section 17.2
                  above,  each  Party  may  apply to any  court  situate  in Los
                  Angeles  County (the "Court") to obtain any of the  foregoing,
                  or other,  relief in connection with any dispute,  controversy
                  or  claim  arising  out  of or  relating  to  this  Settlement
                  Agreement in the event that the granting of any such relief is
                  not within the authorization,  power or policy of any arbitral
                  authority selected by the Parties,  or is not expressly denied
                  by such arbitral authority but nevertheless cannot be obtained
                  from such  authority  in time to avoid  imminent,  irreparable
                  harm. The Parties hereby consent to the personal  jurisdiction
                  of the Court for the  purposes  of hearing and  deciding  such
                  application.  The prevailing Party or Parties in any action or
                  proceeding   seeking   such   relief   shall  be  entitled  to
                  reimbursement  from the other Party or Parties of any costs or
                  expenses (including, without limitation, reasonable attorneys'
                  fees)  incurred in connection  with such  proceeding.  Nothing
                  herein  shall be  construed  as  prohibiting  any  Party  from
                  pursuing  any  other  remedies  available  for such  breach or
                  threatened breach, including the recovery of damages.


THE FRESH JUICE COMPANY OF CALIFORNIA, INC.
By:      /s/Jeffrey Heavirland
         Chief Executive Officer


THE FRESH SMOOTHIE COMPANY, LLC
By:      /s/Barry Lublin
         as Managing Partner

BARRY LUBLIN
By:      /s/Barry Lublin
         Individually

HANSEN'S JUICE CREATIONS, LLC
By:      /s/Harvey Laderman
         as Managing Partner

HARVEY LADERMAN
By:      /s/Harvey Laderman
         Individually


We, the undersigned,  HANSEN BEVERAGE COMPANY and RODNEY C. SACKS, as Trustee of
the Hansen's Trust, by our signatures  below,  hereby confirm our consent to and
approval of the terms and conditions of the above Settlement Agreement

HANSEN BEVERAGE COMPANY
By:      /s/Rodney C. Sacks
         Chairman and Chief Executive Officer

RODNEY C. SACKS, as Trustee of the Hansen's Trust
By:      /s/Rodney C. Sacks
         Trustee