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         PACKAGING MATERIAL SUPPLY AGREEMENT

INTERNATIONAL  PAPER COMPANY, a New York corporation  existing under the laws of
the  United  States  of  America,   with  a  principal   place  of  business  at
International  Place I,  6400  Poplar  Avenue,  Memphis,  Tennessee  38197,  USA
("International  Paper") agrees to sell to Hansen Beverage Company ("Hansen's"),
a business entity existing under the laws of California, agrees to purchase upon
the following terms and conditions  certain 250 mI  International  Paper aseptic
packaging  materials  for  Hansen's  Juice  Slam  and  Juice  Blast  ("Packaging
Material").

1. Term.  From the date of  January  1, 2001 and for three (3) years  thereafter
ending no sooner than December 3, 2003,  or until  terminated or extended as set
forth below.

2. Quantity. All (100%) of Hansen's requirements for aseptic Packaging Material.
During the term of this  Agreement,  International  Paper shall supply  Hansen's
with those  quantities  or  Packaging  Materials  as ordered by pursuant to this
Agreement  for the  specified  co-packer  facilities  of Green  Spot  Packaging,
Claremont, CA and Johanna Foods, Flemington, NJ.

3.  Pricing  and Terms of Payment.  Pricing  and terms of payment for  Packaging
Material  shall  be those in  effect  as set  forth in  Schedule  A.  Notice  of
subsequent  price  changes for Packaging  Material are  deternined in accordance
with Schedule A.  Shipments of Packaging  Material  shall be ex-works,  plant of
manufacture.  Terms of sale are one percent (1%) ten (10) days;  net thirty (30)
days.

4. Orders.  Hansen's purchase orders will specify  quantities to be shipped from
"blanket  orders"  greater than ____  aseptic  boxes.  International  Paper will
warehouse Packaging Material from these "blanket orders" for ninety (90) days at
their costs.

5.  Title - Risk of Loss.  Title,  risk of loss  and  damages  to the  Packaging
Material  will pass to Hansen's  when the goods are  delivered  for  shipment at
International Paper's manufacturing facility.

6. Excuse of Performance. No liability shall result from delay in performance by
International  Paper  or  Hansen's  caused  by act of  God,  fire,  flood,  war,
government  action,  accident,  labor  trouble or shortage,  inability to obtain
material,  equipment  or  transportation,  or similar  circumstances  beyond the
reasonable control of International Paper or Hansen's.

7. Liability.  Upon receipt, Hansen's shall examining the Packaging Material for
nonconformity.  Any  claims  shall be deemed  waived  unless  all  ascertainable
factory  defects  are stated  with  particularity  in writing  and  received  by
International Paper within a reasonable time after they become known to Hansen's
and  whenever  possible  within such time as will enable  International  Paper's
technicians  to  reasonably  distinguish  such  defect  from  defects,  if  any,
resulting  from  misuse,  mishandling,  exposure to the elements or other causes
beyond the reasonable  control of International  Paper.  Any Packaging  Material
that  does  not  meet  or  exceed  the  product  specifications  of  Schedule  B
("Nonconforming  or  Defective  Packaging  Material")  will  be  set  aside  for
inspection by International Paper. Any action for breach of this Agreement based
in whole or in part on  nonconformity  of Packaging  Material  must be commenced
within one (1) year after  Hansen's is or reasonably  .should have been aware of
the cause of action has occurred. Hansen's shall store the Packaging Material in
a cool, dry and clean place.

<PAGE>

International  Paper  shall  in  no  event  be  liable  for  any  incidental  or
consequential unforeseeable damages other than damages caused by or attributable
to defective Packaging  Material.  Hansen's shall be entitled to setoff from the
price  invoiced  to it the amount of any claim  asserted  against  International
Paper with  International  Paper's prior  written  consent.  Hansen's  agrees to
indemnify,  defend and hold  harmless  International  Paper from and against all
claims,  actions,  losses,  demands,  suits,  including reasonable attorney fees
arising out of this Agreement,  other than claims,  actions,  losses, demands or
suits arising out of Nonconforming or Defective  Packaging  Materials due to the
negligence of International Paper.

8.Warranty.  International  Paper  makes no  warranty  of any kind except as was
stated  above,  either  express  or implied by fact or by law save to the extent
caused or attributable to defective Packaging Material.  Hansen's undertakes the
sole responsibility for the products packed.

9.1 Marketing  Allowances.  In  consideration  for the terms of this  Agreement,
International  Paper  agrees to credit  Hansen's on a quarterly  basis an amount
equal  to  $____  per  case  of  24  aseptic  units  purchased   Hansen's  using
International Paper aseptic rollstock  packaging.  This allowance is conditioned
upon Hansen's purchasing aseptic rollstock from International Paper to produce a
minimum of ____ cases, at 24 units per case, annually.  In the event of Hansen's
non-performance of this requirement, this Agreement shall be extended until such
time that Hansen's  makes up this  shortfall  and thereby  purchases and pays in
full for aseptic  rollstock to produce  ____,  at 24 units per case,  hereunder.
This  allowance is also  contingent  upon Hansen's  maintaining  their  accounts
receivable  within  terms.  Hansen's  will furnish  sales data to  International
Paper,  Ralleigh,  NC on a quarterly basis and this marketing  allowance will be
paid within 30 days of receipt.

9.2 In the event this  Agreement is terminated in accordance  with  Paragraph 17
and due to an act or omission of Hansen's  thereunder,  the marketing allowances
of  Paragraph  9.1 shall  likewise  terminate  and no portion of this  marketing
allowance due thereafter shall be due and owing by International Paper.

10.  Notices.  All  notices  shall be made in writing and shal be deemed to have
been  properly  given  if sent by  certified  mail,  Return  Receipt  Requested,
facsimile (simultaneously confirmed by Certified Mail, Return Receipt Requested)
or by hand delivery to any authorized  agents,  at the respective  addresses set
forth herein. All payments,  unless otherwise  directed by International  Paper,
shall be sent to the address shown on the invoice.

11. Resolution of Disputes.
11.1 In the event of a breach of this Agreement,  or a dispute as to the meaning
of this  Agreement,  or any of its terms  which the  parties  cannot  resolve by
themselves  amicably,  the parties agree to submit such dispute to resolution in
the manner hereinafter  described.  First, the parties shall endeavor to resolve
the dispute  through the use of an  acceptable  alternative  dispute  resolution
procedure,  If within  thirty  (30) days after one party  notifies  the other in
writing of the existence of a dispute which it desires to be resolved under this
paragraph  the parties have not agreed upon an  acceptable  alternative  dispute
resolution  procedure,  then the matter shall be resolved by  arbitration as set
forth  below  and  according  to  the  rules  and  procedures  of  the  American
Arbitration  Association,  except as herein modified by the parties and judgment
upon the award may be entered in any court having jurisdiction  thereof.  Unless
otherwise  agreed  to  in  writing,   all  alternative   dispute  resolution  or
arbitration hearings will be held in Los Angeles, CA.

<PAGE>

11.2  within  ten  (10)  days  after  the  failure  to  agree  to an  acceptable
alternative dispute resolution procedure,  each party will select an arbitrator,
and notify the other party of its selection. Within fifteen (15) days after such
notice, the respective arbitrators will select a third arbitrator as Chairman of
the panel.  A hearing by the  arbitration  panel must be held within thirty (30)
days after the selection of the Chairman and a majority  decision and resolution
must be reached within thirty (30) days of such hearing.  Decisions of the panel
must be in writing and will be final arid binding on the parties.

11.3 All proceedings  will be held in the English  language and each party shall
bear its own cost of  presenting  its case,  including  one-half the cost of the
arbitration  panel  and/or  arbitrator,  in an  alternative  dispute  resolution
procedure, or arbitration, as the case may be.

11.4 The validity,  construction  and  performance  of this  Agreement  shall be
governed  by and  interpreted  in  accordance  with  the  laws of the  State  of
Tennessee  (as  if  all  aspects  of  the  Agreement  were  to be  performed  in
Tennessee).

12. Artwork and Wording. International Paper shall be responsible for reasonable
and actually incurred costs for Artwork and plate charges for Packaging Material
of new product lines equal to ____% of the Packaging  Material  purchased during
each year of this Agreement.  Hansen's  nevertheless  assumes the responsibility
that the same complies with all governmental and/or regulatory  (Federal,  local
or  state)  regulations  and laws  concerning  the  Packaging  Material  and the
products to be contained therein.  Hansen's specifically agrees to indemnify and
hold  International  Paper harmless for any claims arising out of any deficiency
or  misstatement  in labeling  approved  in writing by Hansen's or the  improper
filling of the Packaging Material and/or the products contained therein.

13. Waiver. The failure of International Paper or Hansen's,  as the case may be,
to insist in any one or more  instances  upon strict  performance  of any or the
provisions of this Agreement or to take advantage of any of its rights shall not
operate as a continuing waiver of its rights.

14.  Entire  Agreement  and  Assignment.  This  Agreement  contains  the  entire
agreement between the parties and shall be binding upon and inure to the benefit
of the  successors  of the parties.  Neither this  Agreement,  nor its rights or
obligations  shall be assignable or transferable by either party, in whole or in
part,  except with the written consent of the other party and such consent shall
not be unreasonably withheld.

15.  Severability.  If any provision of this Agreement is found to be invalid or
unenforceable in any jurisdiction, then, to the fullest extent permitted by law,
the other  provisions of this Agreement shall remain in full force and effect in
such jurisdiction.  The invalidity or  unenforceability of any provision of this
Agreement in any jurisdiction shall not affect the validity or enforceability of
such provision in any other jurisdiction.

16. Amendments.  No amendments,  changes or additions to this Agreement shall be
effective  or binding  on either  party  hereto  unless  reduced to writing  and
executed  by the  respective  duly  authorized  representatives  of  each of the
parties hereto.

17. Termination.

<PAGE>

17.1 In the event that  Hansen's or  International  Paper shall fail to make any
payment when due under this Agreement (and shall fail to pay the same within ten
(10) days  following  written  notice from either  party),  or in the event that
either party shall materially  breach or fail to comply with any other provision
of this Agreement, or International Paper's failure to offer competitive pricing
and such default  shall  continue for a period of sixty days after the giving of
written notice thereof by the other party to the  defaulting  party,  specifying
the default, or in the event that: (i) either party shall become insolvent or be
adjudicated a bankrupt,  or make a general assignment for the benefit creditors;
or (ii)  receiver or liquidator  shall be appointed  for either party;  then the
other party shall have the right to terminate this Agreement by written  notice,
such termination to be effective upon giving such notice.

IN WITNESS  WHEREOF,  the parties have caused this Agreement to be executed this
30th day of November, 2000.

HANSEN BEVERAGE COMPANY                   INTERNATIONAL PAPER COMPANY

By: /s/ HILTON SCHLOSBERG                 By:  /s/ RON PFISTER

Title: Vice Chairman                      Title: N.A. Commercial Manager

Date: November 20, 2000                   Date: February 19, 2002


<PAGE>

                   PACKAGING MATERIAL PRICING SUPPLY AGREEMENT
                     BETWEEN INTERNATIONAL PAPER COMPANY AND
                             HANSEN BEVERAGE COMPANY
                             DATED NOVEMBER 30, 2000



PACKAGING MATERIAL PRICING:  This pricing for Packaging Material shall remain as
set forth below through December 31, 2002. In the event of an industry  accepted
price  increase or  decrease  after  execution  of this  Agreement  and prior to
December 31, 2002, this price  modification will be effective on January 1, 2003
for a term of at least one (1) year,  but in no event  shall  such  increase  or
decrease exceed ____% of the prior year's pricing for Packaging  Material.  This
provision and its terms will likewise  apply to subsequent  price  modifications
during each year of the remaining Term of this Agreement.

250 ml aseptic rollstock $____/Case of 24 units

Includes L/S sealing strip and machine royalty fee

<PAGE>

            FIRST ADDENDUM TO THE PACKAGING MATERIAL SUPPLY AGREEMENT
                             DATED NOVEMBER 30, 2000
                                 BY AND BETWEEN
             INTERNATIONAL PAPER COMPANY AND HANSEN BEVERAGE COMPANY

     WHEREFORE,   on   November   30,   2000,   INTERNATIONAL   PAPER   COMPANY,
("International Paper") and Hansen Beverage Company ("Hansen's"), entered into a
Packaging  Material Supply  Agreement which provided for the purchase of certain
aseptic liquid  packaging  material  ("Packaging  Material") from  International
Paper; and

     WHEREFORE,  Hansen's  has  expressed an interest in  purchasing  additional
sizes of aseptic Packaging Material and specifically 125 ml 'superslim'  aseptic
rollstock  and  International  Paper is  willing  to offer the same to  Hansen's
subject to the terms of this First Addendum;

     NOW THEREFORE, it is agreed as follows:

     Term. From the date of November 1, 2001 and for three (3) years  thereafter
ending no sooner than October 31, 2004,  or until  terminated or extended as set
forth below.

     Quantity.  All  of  Hansen's  requirements  for  125 ml  superslim  aseptic
Packaging Material. During the term of this Agreement, International Paper shall
supply  Hansen's  with  those  quantities  of this  125 ml  superslim  Packaging
Material  as ordered by  Hansen's  pursuant  to the  Packaging  Material  Supply
Agreement  and this First  Addendum for the  specified  co-packer  facilities of
Green Spot Packaging, Claremont, CA and Johanna Foods, Flemington, NJ.

     Pricing.  Pricing for 125 ml superslim aseptic Packaging  Material shall be
that in effect as set forth in Schedule A. Shipments of Packaging Material shall
be ex-works, plant of manufacture.

     Orders. Hansen's purchase orders will specify quantities to be shipped from
"blanket orders" greater than ____ per item or label.  International  Paper will
warehouse Packaging Material from these "blanket orders" for ninety (90) days at
their costs.  Hansen's shall release Packaging  Material from the blanket orders
in pallet increments per label of ____ Packaging Material units.

     Marketing  Allowances.  In  consideration  for the  terms of the  Packaging
Material  Supply  Agreement  of  November  30,  2000  and this  First  Addendum,
International  Paper  agrees to also credit  Hansen's  on a  quarterly  basis an
amount equal to $____ per case of 44 aseptic units of 125 ml superslim  units or
pro rata for different size cases produced by Hansen's using International Paper
aseptic  rollstock  packaging  material.  This  allowance  is  conditioned  upon
Hansen's  purchasing and paying in full for aseptic rollstock from International
Paper to produce a minimum of ____ cases,  at forty-four  (44) units per case of
125 ml superslim  aseptic  packages,  or equivalent number of units if different
size cases,  annually.  Any excess  purchases  to be  credited to future  years'
requirements. In the event of Hansen's non-performance of this requirement, this
Agreement  shall  be  extended  until  such  time  that  Hansen's  makes up this

<PAGE>

shortfall  and  thereby  purchases  and pays in full for  aseptic  rollstock  to
produce ____ cases,  at 44 aseptic  units of 125 ml superslim  per case,  or the
equivalent  number of aseptic juice boxes of any other size for the Junior Juice
brand,  hereunder.  This allowance is also contingent upon Hansen's  maintaining
their  accounts  receivable  within  terms.  Hansen's will furnish sales data to
International  Paper,  Raleigh,  NC on a  quarterly  basis  and  this  marketing
allowance will be paid within 30 days of receipt of this sales data.

     Incorporation:  All other terms and conditions of the parties  November 30,
2000 Packaging  Material Supply Agreement shall remain in full force and effect,
unless as otherwise provided for as set-forth in this First Addendum.

     IN WITNESS WHEREOF,  the parties have caused this First Addendum  Agreement
to be executed this 26 day of September, 2001.

HANSEN BEVERAGE COMPANY                   INTERNATIONAL PAPER COMPANY

By: /s/ HILTON SCHLOSBERG                 By: /s/RON PFISTER

Title: Vice Chairman                      Title: Commercial Manager

Date: October 3, 2001                     Date: October 3, 2001


<PAGE>

                                   SCHEDULE A
                           PACKAGING MATERIAL PRICING:



                                 FIRST ADDENDUM
           TO THE PACKAGING MATERIAL PRICING SUPPLY AGREEMENT BETWEEN
             INTERNATIONAL PAPER COMPANY AND HANSEN BEVERAGE COMPANY
                            DATED SEPTEMBER 26, 2001


         125 ml superslim aseptic rollstock     $____/Case of 44 units

              Includes L/S sealing strip and machine royalty fees


<PAGE>

           SECOND ADDENDUM TO THE PACKAGING MATERIAL SUPPLY AGREEMENT
                             DATED NOVEMBER 30, 2000
                                 BY AND BETWEEN
             INTERNATIONAL PAPER COMPANY AND HANSEN BEVERAGE COMPANY

     WHEREFORE,   on   November   30,   2000,   INTERNATIONAL   PAPER   COMPANY,
("International Paper") and Hansen Beverage Company ("Hansen's"), entered into a
Packaging  Material Supply  Agreement which provided for the purchase of certain
aseptic liquid  packaging  material  ("Packaging  Material") from  International
Paper; and

     WHEREFORE, on October 3,2001, International Paper and Hansen's entered into
a First Addendum to the November 30, 2000 Packaging  Material  Supply  Agreement
which  provides for  purchasing of  additional  aseptic  Packaging  Material and
specifically 125 ml 'superslim' aseptic -roll stock;

     WHEREFORE,  Hansen's  has  expressed an interest in  purchasing  additional
sizes of aseptic  Packaging  Material and specifically 300 ml aseptic roll stock
and International Paper is willing to offer the same to Hansen' s subject to the
terms of this Second Addendum

     NOW THEREFORE, it is agreed as follows:

     Term.  From the date of January 1, 2002 and for three (3) years  thereafter
ending no sooner than December 31, 2004, or until  terminated or extended as set
forth below.

     Quantity.  All  of  Hansen's  requirements  for  300 ml  aseptic  Packaging
Material.  During the term of this Agreement,  International  Paper shall supply
Hansen's with those  quantities of this 300 ml Packaging  Material as ordered by
Hansen's  pursuant to the Packaging  Material  Supply  Agreement and this Second
Addendum  for the  specified  co-packer  facilities  of  Green  Spot  Packaging,
Claremont, CA and Johanna Foods, Flemington, NJ.

     Pricing.  Pricing for 300 ml aseptic  Packaging  Material  shall be that in
effect as set forth in Schedule A.  Shipments  of  Packaging  Material  shall be
ex-works, plant of manufacture.

     Orders. Hansen's purchase orders will specify quantities to be shipped from
"blanket orders" greater than ____ pallets per item or label International Paper
will warehouse  Packaging  Material from these "blanket  orders" for one hundred
and fifty (150) days at their costs.  Hansen's shall release Packaging  Material
from blanket order in pallet  increments  per label of ____  Packaging  Material
units.

     Marketing  Allowances.  In  consideration  for the  terms of the  Packaging
Material Supply Agreement of November 30, 2000 and the Addendums and this second
Addendum,  International  Paper  agrees to also  credit  Hansen's on a quarterly
basis an amount  equal to $____ per case of 24 aseptic  units of 300 ml units or
pro rata for different size cases produced by Hansen's using International Paper
aseptic  rollstock  packaging  material.  This  allowance  is  conditioned  upon

<PAGE>

Hansen's  purchasing and paying in full for aseptic rollstock from International
Paper to produce a minimum of ____ cases, at twenty-four  (24) units per case of
300 ml aseptic packages  annually.  In the event of Hansen's  non-performance of
this requirement,  this Agreement shall be extended until such time that Hansen'
s makes up this  shortfall  and thereby  purchases  and pays in full for aseptic
rollstock  to  produce  ____  cases,  at 24  aseptic  units of 300 ml per  case,
hereunder.  This allowance is also  contingent upon Hansen's  maintaining  their
accounts   receivable  within  terms.   Hansen's  will  furnish  sales  data  to
International  Paper,  Raleigh,  NC on a  quarterly  basis  and  this  marketing
allowance will be paid Within 30 days of receipt of this sales data.

     Incorporation:  All other terms and conditions of the parties  November 30,
2000 Packaging  Material Supply Agreement shall remain in full force and effect,
unless as otherwise provided for as set-forth in this First Addendum.

     IN WITNESS WHEREOF,  the parties have caused this Second Addendum Agreement
to be executed this 19th day of February, 2001.

HANSEN BEVERAGE COMPANY                    INTERNATIONAL PAPER COMPANY

By: /s/ HILTON SCHLOSBERG                  By:  /s/ RON PFISTER

Title: Vice Chairman                       Title: N.A. Commercial Manager
Date: February 19, 2001                    Date: February 19, 2002


<PAGE>

                                   SCHEDULE A
                           PACKAGING MATERIAL PRICING

                                 SECOND ADDENDUM
           TO THE PACKAGING MATERIAL PRICING SUPPLY AGREEMENT BETWEEN
             INTERNATIONAL PAPER COMPANY AND HANSEN BEVERAGE COMPANY
                             DATED FEBRUARY 19, 2001




                  300 ml aseptic roll stock     $____/M units

             $____ per case of 24 units of 300 ml aseptic rollstock

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