Sample Business Contracts

Beverage Production and Packaging Agreement - Hansen Beverage Co. and City Brewing Co. LLC d/b/a Midwest Beverage Packers

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                            HANSEN BEVERAGE COMPANY

                            Hansen Beverage Company
                              1010 Railroad Street
                                Corona, CA 92882
                           Telephone: (951) 739-6200
                              Fax: (951) 739-6210
            Attention: Rodney Sacks, Chairman/CEO, or his successor


                        CITY BREWING COMPANY, LLC d/b/a
                            MIDWEST BEVERAGE PACKERS

                           City Brewing Company, LLC
                             925 South Third Street
                              La Crosse, WI 54601
                           Telephone: (608) 785-4200
                              Fax: (608) 785-4300
   Attention: Randy Hull, Director of Business Development, or his successor



AGREEMENT dated this 23rd day of February,  2005 between City Brewing Company, a
Wisconsin  limited  liability company doing business as Midwest Beverage Packers
("Packer") and Hansen Beverage Company, a Delaware Corporation("Customer").

WHEREAS,  Packer owns and operates a beverage  production and packaging facility
in La Crosse, Wisconsin, and

WHEREAS,  Customer  desires  that  Packer  produce  and  package a beverage  for
Customer in accordance with terms and conditions set forth herein

NOW, THEREFORE,  in consideration of the mutual covenants herein contained,  the
parties agree:


This is an agreement by which Packer will produce and package a beverage(s)  for
Customer.  Packer will perform  services in accordance with methods  utilized by
Packer to meet Packaged Beverage  Specifications set forth more fully herein. In
the event  that  Customer  requests  and  Packer  agrees to  perform  additional
services or meet  different  specifications,  the parties  shall  document  said
agreement  in a Special  Services  Exhibit  attached  to and made a part of this


As used  herein,  the  following  capitalized  terms  shall  have the  following

     2.1  Beverage: The liquid derived from ingredients formulated in the manner
          set forth in the Beverage Product Exhibit.

     2.2  Beverage   Specifications:   The   written   statement   of   Beverage
          characteristics set forth in the Beverage Product Exhibit.

     2.3  Change  Parts:   Packaging  machinery  parts  necessary  for  handling
          Packages not used by Packer.

     2.4  Closure:  A metal or plastic  device  used to seal the  Beverage  into

     2.5  Container(s): A glass, metal or plastic vessel into which the Beverage
          is filled and sealed.


     2.6  Formula:  The written  instructions  set forth in the Beverage Product
          Exhibit for combining  specified  quantities of Ingredients with water
          to produce the Beverage.

     2.7  Ingredients:  The raw  materials  set  forth in the  Beverage  Product
          Exhibit used in production of the Beverage.

     2.8  Intellectual Property:  Trademarks,  trade names, copyrights and other
          artwork owned and specified by Customer for  application  to Packaging

     2.9  Label:  Printed  paper or other  material  affixed to or  imbedded  in
          Containers setting forth information concerning the Beverage and other
          Intellectual Property.

     2.10 Package: Beverage Containers and the Secondary Package into which they
          are enclosed for delivery to Customer.

     2.11 Package    Specifications:    The   written   statement   of   Package
          characteristics set forth in the Beverage Package Exhibit.

     2.12 Packaged  Beverage:  A Beverage that has been packaged into  Packaging
          Materials as provided in this Agreement.

     2.13 Packaged Beverage Specifications: The written specifications set forth
          in the Beverage  Package  Exhibit  applied after the Beverage has been
          filled and sealed into a Container.

     2.14 Packaging  Materials:   Containers,  Closures,  Labels  and  Secondary
          Packaging set forth in the Beverage Package Exhibit.

     2.15 Production Fee: Packer's charge for production and packaging Beverages
          generally charged per each Shipping Unit

     2.16 Secondary Packaging:  Paper cartons, cases, carriers,  trays and other
          devices used to hold Containers for shipment.

     2.17 Shipping Unit: The equivalent of one Package  regardless of the number
          of  Containers  or their fluid  capacity  ordered by and  delivered to

     2.18 Special Services: Additional services ordered by Customer and provided
          by Packer set forth in the Special Services Exhibit.

     2.19 Warehousing   Fee:   Packer's  charge  for  transporting  and  storing
          Beverages, generally charged per Shipping Unit.

     2.20 Storage  Fee:  Packer's  charge for storing  Beverages  for periods in
          excess  of thirty  (30)  days,  generally  charged  on a per  Packaged
          Beverage pallet basis.



The initial term of this Agreement  shall be from the date first set forth above
and continue through December 31, 2006.


Packer shall  produce and package one or more  Beverages  upon receipt of orders
from Customer and Customer shall purchase from Packer all packaged  Beverages so
ordered subject to the terms and conditions of this Agreement.  Customer's order
shall  specify  the  Beverage(s)  to be  produced  and the type and  quantity of
Packages into which the Beverage shall be packed.

     4.1  Production  Estimates.  Customer shall provide Packer with a six month
          rolling forecast of customers' beverage production needs by package by
          month.  Said  forecast  to be  updated  monthly.  Customer  may change
          production  orders no later than 30 days from production date.  Unless
          otherwise  agreed in writing,  Packer shall not be obligated to accept
          monthly  production orders that exceed Customer's  monthly  production
          estimates by more than ___ percent (__%).

     4.2  Production  Orders.  Production  shall be ordered and  performed  on a
          monthly basis.  Customer shall submit to Packer one written production
          order per month no later than the 10th day of the month  preceding the
          desired month of production. All production orders shall be subject to
          acceptance  by Packer.  Packer's  acceptance  shall be  evidenced by a
          written   acknowledgement  to  Customer  scheduling   delivery.   Upon
          acknowledgement,  the  order  shall  be  deemed a  binding  obligation
          between the parties.

     4.3  Order Limits. Customer's orders to produce and/or package any Beverage
          shall be not more than the  maximum  quantity or less than the minimum
          quantity  specified in the Beverage  Product  Exhibit and the Beverage
          Package Exhibit.

5.      BEVERAGE

Each  Beverage  shall be  produced in  accordance  with a Formula  furnished  by
Customer. Each Formula shall be subject to approval by Packer. Approved Formulas
shall be set forth in the Beverage  Product  Exhibit.  Notwithstanding  Packer's
approval,  Customer  shall be exclusively  responsible  for the Formula used for
each  Beverage  including,  but not limited to consumer  acceptance  thereof and
compliance with federal, state and local law (statutory or common law) governing
the composition of food and beverage products.

     5.1  Modifications. There shall be no change in the Formula of the Beverage
          to be packed by the Packer  without the prior written  consent of both

     5.2  Specifications.  Each Beverage shall meet Beverage  Specifications set
forth in the Beverage Product Exhibit.



Each Beverage  shall be filled and sealed into  Containers  and, if  applicable,
Labels shall be applied to Containers.  Containers  shall be packed in Secondary
Packages.  Secondary  Packages  shall be  placed  on  pallets  for  delivery  to
Customer.  All Packaging  Materials and vendors of Packaging  Materials shall be
subject to Packer's approval,  which approval shall not be unreasonably withheld
or delayed.  Approved  Packaging  Materials  shall be set forth in the  Beverage
Package Exhibit.

     6.1  Composition  and  Dimensions.  The  composition  and dimensions of all
          Packaging  Materials are set forth in the Beverage Package Exhibit and
          there shall be no deviation or  modification  there from except as may
          be agreed by the parties in writing.

     6.2  Package   Specifications.   Each   Package   shall  meet  the  Package
          Specifications set forth in the Beverage Package Exhibit.

     6.3  Package Coding.  Unless otherwise agreed upon in writing,  Packer will
          apply a printed code agreed to with  Customer or failing  agreement as
          customarily used by Packer on all packages.

     6.3  Change Parts.  Packer shall have no obligation to install Change Parts
          to  its  packaging   machinery  in  order  to  accommodate   Packaging
          Materials.  In the event that  Customer  requests and Packer agrees to
          use Packaging  Materials that require the acquisition and installation
          of Change Parts, the work associated therewith shall be deemed to be a
          Special  Service  subject  to the  terms and  conditions  set forth in
          writing in the Special Services Exhibit.

     6.4  Pallets.  Unless  otherwise  agreed  between  the  parties in writing,
          Packer shall place packaged  Beverages on standard  beverage  industry
          pallets  in  Packer's  standard  pattern  for  delivery  to  Customer.
          Customer shall pay Packer's  standard pallet fee in effect at the time
          of delivery unless otherwise specified in the Product Pricing Exhibit.


Except for items  specifically  identified  in the Beverage  Product  Exhibit or
Beverage  Packaging  Exhibit,  Customer shall be responsible  for purchasing and
storing all  Ingredients  used in formulation of each Beverage and all Packaging
Materials  used in packaging  each  Beverage.  For  purposes of this  Agreement,
Packaging  Materials  shall be  deemed  to  include  packaging  artwork  and the
cylinders,  plates,  tools and dies used in the creation thereof.  Customer will
purchase Ingredients and Packaging Materials from sources approved in advance by
Packer,  but  Packer may only  limit its  approval  of  suppliers  of  Packaging
Materials if Packer's packaging equipment requires a specific supplier.

     7.1  Release  From  Suppliers.   Customer  shall  make   arrangements  with
          suppliers to release  Ingredients and Packaging Materials to Packer to
          be used in production  and packaging of Beverages in quantities and at
          times  ordered by Packer.  Except as needed  for  current  production,
          Packer  shall  not  inventory  and  store  Ingredients  and  Packaging
          Materials  for  Customer  beyond  the  time  necessary  for  the  next
          production  run.  Packer  shall not be  obligated  to  inspect or test
          materials purchased by Customer prior to their use in production.


     7.2  Rejected Items.  Customer shall ensure that all items furnished by its
          suppliers  conform to  specifications  set forth in this Agreement and
          are fit for their intended use.  Packer shall have the right to reject
          any item  that  fails to meet such  requirements.  Packer  shall  give
          notice to  Customer  of said  rejection.  Packer  shall be entitled to
          suspend its performance  under this Agreement if the item(s)  rejected
          cause  Packer to be  unable  to  perform  in the  manner  contemplated
          herein.  Customer  shall be liable to Packer  for any  financial  loss
          suffered by Packer as a result thereof.

     7.3  Material Safety Data Sheets. Customer will provide or arrange with its
          suppliers  to provide  Packer with any required  Material  Safety Data
          Sheets for any Ingredient.

     7.4  Disposition of Materials Following Termination.  Following termination
          of this Agreement,  Ingredients or Packaging  Materials held by Packer
          on behalf of Customer shall be returned to Customer  provided there is
          no  outstanding  balance due Packer from  Customer.  Packer shall also
          have  the  right  to  discard  or sell any  Ingredients  or  Packaging
          Materials  held by Packer  for more than  thirty  (30) days  following
          termination of this  Agreement.  Upon  termination of this  agreement,
          Customer will purchase, at Packer's cost, any and all unused Packaging
          and Raw Materials, to include work in process,  purchased by Packer on
          behalf of Customer,  and held in inventory at Packers  warehouse or at
          supplier locations. Should Customer be unwilling or unable to purchase
          said materials, Customer hereby grants Packer the right to produce and
          sell Packaged Beverages under the Energade  Tradenames until such time
          as either:
               7.4a. The material is completely disposed of; or,
               7.4b.Any   outstanding   balance  due  Packer  from  Customer  is

8.      DELIVERY.

Customer  shall take delivery of each Packaged  Beverage FOB Packer's La Crosse,
Wisconsin  production  facility.  Packer  assumes  the cost and risk of  loading
trucks at Packers'  dock on the date  scheduled  for delivery or such other date
agreed upon by the parties in writing.  Any other provision of this Agreement to
the contrary  notwithstanding,  Packer shall have the right to withhold delivery
to Customer of any Beverage that fails to meet Packaged Beverage Specifications.

     8.1  Loading.  Packer  shall load  Packaged  Beverage  pallets on  delivery
          vehicles  furnished by Customer.  Unless  expressly  provided  herein,
          Packer  shall not be required  to custom  load or arrange  loading for
          more than one destination per delivery vehicle.

     8.2  Carriers. All carriers selected by Customer to take delivery on behalf
          of Customer  shall be subject to  Packer's  approval,  which  approval
          shall not be  unreasonable  withheld or delayed.


     8.3  Storage. Unless otherwise expressly provided herein, Packer shall have
          no obligation to store Beverages for Customer more than seven (7) days
          following the latter of the scheduled or actual date of delivery.

     8.4  Warehousing  Charge. In the event that Customer fails to take delivery
          of the  Beverage  within  the time  specified,  Packer  shall have the
          right, at its option, to do one or both of the following on reasonable
          notice to Customer:  (i) store the  Beverage at Packer's  warehouse at
          the rate of $_ per pallet per month including any portion thereof,  or
          (ii)  transport  the  Beverage to a commercial  warehouse  for storage
          under terms and conditions  established by the storage  provider.  The
          cost of storage  shall be due and payable prior to any delivery of the
          Product to  Customer.  Packer  shall have no liability to Customer for
          damage  to or  loss  of any  Packaged  Beverages  stored  at  Packer's
          production  facility or at any commercial  warehouse  unless caused by
          negligence of Packer or Packer's employees.


     9.1  Production  Fee. In  consideration  of production and packaging of the
          Beverage, Customer shall pay Packer a Production Fee for each Shipping
          Unit of the  Packaged  Beverage  delivered as set forth in the Product
          Pricing  Exhibit.  Production  Fees shall be paid in  accordance  with
          Packer's  credit  terms.  Initial  credit  terms  are net  15.  Packer
          maintains  the  right  to   reestablish   credit  terms  at  its  sole
          discretion.  Prices may be increased by Packer upon written  notice to
          Customer  for any  increase in the cost of raw  materials or packaging
          supplies  purchased by Packer on Customer's  behalf.  Production  Fees
          will be reestablished annually, with an effective date of January 1st.

     9.2  Special   Services   Fees.   The  Production  Fee  is  established  as
          consideration  for standard methods of production and packaging of the
          Beverage in the manner set forth in this Agreement.  In the event that
          Customer  requests and Packer agrees to perform  services beyond those
          expressly  provided  herein,  the work  associated  therewith shall be
          deemed  to be a Special  Service  expressly  set forth in the  Special
          Services Exhibit.  In consideration of performing Special  Service(s),
          Packer shall be compensated  through payment of Special  Services Fees
          as set forth in the Pricing  Exhibit.  Special  Service  Fees shall be
          paid by Customer in the same manner as Production Fees.

     9.3  Invoicing.  Packer shall provide  Customer a final invoice for the Raw
          Materials,    Packaging   Supplies,   Production   Fees,   Alternating
          Proprietorship and Special Services Fees, if any, at the conclusion of
          each Production Run.

     9.4  Taxes.  The Production Fee does not include any Federal or other taxes
          imposed upon the Product.  In the event that Packer is required to pay
          any such tax as a result of production  of the  Beverage,  the cost of
          such tax shall be in addition to the Production Fee.

     9.5  Packaging  Materials.  In the event that Packer agrees to the purchase
          of Packaging Materials  specifically on behalf of Customer, and not on
          behalf of any  specific  other  customer,  or itself,  the cost of any
          Packaging   Materials  purchased  in  excess  of  those  required  for
          scheduled production shall be in addition to the Production Fee.



Customer and Packer acknowledge that in the normal course of beverage production
and packaging,  the number of Shipping Units of Packaged Beverage delivered will
be less than the sum of Ingredients and Packaging Materials supplied. Production
and  packaging  losses will vary by the type of Beverage  produced,  the type of
Packaging Materials used, production and packaging methods specified by Customer
and the size of Customer's  Order.  Unless  otherwise  agreed in writing and set
forth in a Special Services Exhibit,  Packer shall have no liability to Customer
for the amount of  Packaged  Beverage  yielded  from  Ingredients  or  Packaging
Materials  consumed in the course of production  unless  exceeding _% for liquid
contents and _% for Beverage Containers except where losses arise as a result of
theft, misappropriation or intentional acts causing loss of yield.


Customer  hereby grants Packer a non-exclusive  license to use the  Intellectual
Property  strictly limited to uses in fulfillment of Packer's  obligations under
this Agreement. Customer retains all rights to the Intellectual Property and all
goodwill accruing as a result of any use thereof shall accrue to Customer.  Upon
termination  of  this  Agreement,  Packer  shall  immediately  cease  use of the
Intellectual  Property  except in connection  with any  post-termination  use of
Packages provided herein.


Each party  warrants  to the other party that it is duly  organized  and in good
standing  in its  respective  jurisdiction  of  organization,  that  it has  the
authority to enter into and perform this Agreement and that the  consummation of
this Agreement will not violate any agreement or judicial order to which it is a
IMPLIED. Packer and Customer individually warrant as follows:

12.1    Packer Warranties.

     12.1.1 Packer shall produce each Beverage in accordance with the formula.

     12.1.2 Each Beverage  shall meet Packaged  Beverage  Specifications  at the
          time of delivery to Customer.


     12.1.3 Each  Beverage  shall be free from  adulteration  as  defined by the
          United States Food, Drug and Cosmetics Act.

12.2    Customer Warranties.

     12.2.1 Ingredients furnished by Customer or Customer's suppliers shall meet
          all applicable legal  requirements and be fit for use as an ingredient
          in food or beverage products.

     12.2.2 Customer owns the Formula used in production of each  Beverage.  The
          Formula  and the  Beverage  derived  from  proper  application  of the
          Formula will not violate the laws and  regulations  of any  government
          having  jurisdiction over the Beverage or injure or illegally infringe
          upon the rights of any other person.

     12.2.3 Customer owns the Intellectual Property applied to the Packages. The
          Intellectual Property will not violate the laws and regulations of any
          government  having   jurisdiction  over  the  Packages  or  injure  or
          illegally infringe upon the rights of any other person.


     Packer will monitor production and packaging of each Beverage in accordance
     with Packer's standard quality assurance monitoring  procedures as detailed
     in the  Quality  Assurance  Exhibit.  Under such  procedures,  Packer  will
     examine samples of each Beverage prior to and after packaging. In the event
     that Customer  requests and Packer  agrees to engage in additional  quality
     assurance monitoring prescribed by Customer,  the work associated therewith
     shall be deemed to be a Special Service subject to the terms and conditions
     set forth in writing in the Special Services Exhibit.


Each party shall  indemnify and hold the other party harmless from all liability
arising  out of claims made  against  the party for damage  caused by actions in
breach of the other party's respective warranties as set forth herein.

Packer and Customer  shall each  purchase and  maintain the  following  forms of

     (i)  Product  liability  insurance  with  coverage  limits not less than $1
     (ii) Property   insurance   with  limits   sufficient  to  cover   property
          replacement value.

The parties shall obtain  waivers from their  insurance  carriers of subrogation
rights against the other party.

In the event  that  Customer  requests  and  Packer  agrees  to extend  Packer's
insurance coverage to Customer, the cost associated therewith shall be deemed to
be a Special Service subject to the terms and conditions set forth in writing in
the Special Services Exhibit.



In  the  event  that   Customer   requests   and  Packer   agrees  to  alternate
proprietorship of Packer's production facility,  the burden associated therewith
shall be deemed to be a Special  Service subject to the terms and conditions set
forth in writing in the Special Services Exhibit.


Notwithstanding any other provision contained in this Agreement, if either party
is delayed or prevented from performing its obligations  under this Agreement by
any cause beyond its reasonable control  including,  but not limited to, acts of
God, war, terror,  fire,  traffic  interruptions,  governmental  laws or orders,
shortage  of  materials,  strikes  or  labor  disturbances,  then  that  party's
performance  shall be suspended or excused without  damages,  costs or penalties
while such cause exists.  The party whose  performance  is affected by the Force
Majeure shall use its best efforts to overcome the event.


Either party may terminate this Agreement for any reason  whatsoever on not less
than ninety (90) days prior written notice to the other Party,  effective at any
time on or after the effective date, or upon written notice following occurrence
of any of the following  events.  Termination of the Agreement  shall not affect
the right of either party to obtain such  additional  relief in law or in equity
to which it may be entitled.

     17.1 Payment Breach.  Either party fails to make payment for any amount due
          under this  Agreement  (net of any  amount  due from the other  party)
          following  ten (10) days  written  notice of payment  breach  from the
          other party,

     17.2 Material Breach.  Either party materially  breaches this Agreement and
          fails to cure said breach  within  thirty (30) days of written  notice
          thereof by the other party,

     17.3 Orders and Acceptance. Either party fails to order or accept orders to
          produce  and  package  not  less  than  ______  Shipping  Units of the
          Beverages for more than one hundred eight (180) consecutive days,

     17.4 Force  Majeure.  A  Force  Majeure  causes  either  party  to  suspend
          performance for more than ninety (90) consecutive days, or

     17.5 Bankruptcy.  Bankruptcy  proceedings  are brought by or against either
          party in U.S. Bankruptcy Court.



     18.1 Time of  Assertion.  Any  claim  by  either  party  arising  out of or
          relating to this Agreement must be brought no later than one year (360
          days) after the latter of: (i) the date the claim arises,  or (ii) the
          date the claimant first becomes aware of the claim. Claims not brought
          within  the  time   provided   herein  shall  be  barred  and  forever

     18.2 Damages.  Claims for money damages arising out of any action amounting
          to a breach of this  Agreement by either party shall be limited to the
          actual damages caused by said breach.  Neither party shall be entitled
          to any consequential, special or exemplary damages.

     18.3 Equitable Relief. Either party may make a claim for equitable relief.


Any claim or dispute arising between the parties that cannot be resolved through
negotiation  shall be exclusively  resolved through  arbitration under rules and
auspices  of the  American  Arbitration  Association  or such other  alternative
dispute-settling  forum  approved in writing by both parties.  The venue for any
arbitration  shall be Chicago,  Illinois.  The arbitrator  shall be empowered to
allow  discovery and decide claims subject only to the  limitations set forth in
this Agreement.  The decision of the arbitrator and damages or equitable  relief
provided  therein  may be  entered  as a  judgment  in any  court  of  competent


Customer is exclusively  responsible  for marketing and sale of all Products and
nothing  contained in this  Agreement  shall be  interpreted as creating a joint
venture or other business  association  other than the contractual  relationship
between  Packer and  Customer.  Customer  will be  exclusively  responsible  for
compliance  with all laws or regulations  governing sale or  distribution of the
Beverage. In the event that state alcoholic beverage control laws require Packer
to file  certain  information  as  producer of record for  Customer's  products,
Customer  acknowledges  that in doing so, Packer assumes no  responsibility  for
marketing and sale of the Products.


Except for public tours to a limited portion of Packer's facility, Packer denies
public access to its facility.  Customer or Customer's representative shall have
the right,  at any time, to monitor and review the  practices and  procedures of
Packer in the production of Customers' products at Packers' facility during such
periods that Customer's products are being prepared and packaged.  Customer will
use its best efforts to notify  Packer at least 24 hours in advance of any visit
to the facility, except in the case of emergency.



Packer and Customer acknowledge that in the performance of this Agreement,  each
party may obtain  information from the other party deemed  confidential.  Packer
and Customer will identify in writing all information  deemed  confidential  and
the recipient thereof will not use or disclose such information to anyone except
employees  with a need to know in  order  to  accomplish  the  purposes  of this
Agreement. Information shall not be deemed confidential if such information: (i)
was in the  public  domain  at the time of  disclosure  to the  recipient,  (ii)
subsequently  becomes  available to the public  without act or negligence of the
recipient,  (iii)  can  demonstrably  be shown to have  been in the  recipient's
possession  prior to its receipt from the other party,  or (iv) is  subsequently
obtained by recipient from an  independent  third party having a lawful right to
disclose the information.

Packer and Customer shall not disclose the terms, conditions or other details of
this  Agreement  without the prior written  consent of the other party except as
required by law and then, to the extent possible,  only upon prior notice to the
other party.


Neither this  Agreement nor any right or obligation  under this Agreement may be
assigned by either party  without the prior  written  consent of the other party
hereto,  provided  that such consent  shall not be  unreasonably  withheld.  Any
attempt to assign this  Agreement  without such consent  shall be deemed void. A
change  in  controlling  ownership  of  either  party  shall  not be  deemed  as
assignment  unless  such  change has a material  adverse  impact on the  party's
ability  to  perform  its  obligations   under  this  Agreement.   Either  party
experiencing a change in controlling  ownership  shall provide written notice to
the other party immediately upon its occurrence.


Subject to the  limitations  on assignment  set forth herein,  this Agreement is
binding  upon,  and the benefits  hereof inure to, the parties  hereto and their
respective successors and assigns.


This Agreement  including its Exhibits sets forth the entire  agreement  between
the parties with respect to the subject  matter hereof and  supercedes all prior
agreements  and  understandings.  This  Agreement may not be modified  except by
written amendment signed by both parties.


This Agreement may be executed in one or more counterparts.



This Agreement shall be governed by and construed in accordance with the laws of
the State of Wisconsin.

28.     NOTICES

Notices  under this  Agreement  shall be deemed  given  when sent via  facsimile
transmission  and confirmed the same day via overnight mail to the addresses set
forth on the cover page of this Agreement.

IN WITNESS  WHEREOF,  the parties have caused this Agreement to be duly executed
on the date first above written.

                                CITY BREWING COMPANY, LLC

                                By: /s/ Randy Hull        2/28/05
                                   Randy Hull              Date
                                   Business Development
                                   City Brewing Company

                                HANSEN BEVERAGE COMPANY

                                By:/s/Rodney Sacks        2/28/05
                                   Rodney Sacks            Date
                                   Hansen Beverage Company