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Asset Purchase Agreement - Hansen Junior Juice Co., Pasco Juices Inc. and Hansen Beverage Co.

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                            ASSET PURCHASE AGREEMENT

                                      among

                          HANSEN JUNIOR JUICE COMPANY,

                                  as Purchaser

                               PASCO JUICES, INC.

                                    as Seller

                                       and

                             HANSEN BEVERAGE COMPANY



                            Dated as of May 25, 2001





<PAGE>


                                TABLE OF CONTENTS

1.       SALE AND PURCHASE OF ASSETS...........................................1

         1.1      Assets Transferred...........................................1

2.       CONSIDERATION.........................................................3

         2.1      Purchase Price...............................................3

         2.2      Assumption of Certain Liabilities and Obligations............4

         2.3      Nonassumption of Other Liabilities...........................4

3.       EMPLOYEES.............................................................5

4.       THE CLOSING...........................................................5

         4.1      The Closing..................................................5

         4.2      Certain Events at Closing....................................5

5.       REPRESENTATIONS OF SELLER.............................................5

         5.1      Organization.................................................6

         5.2      Authority Relative to This Agreement.........................6

         5.3      Consents and Approvals; No Violations........................6

         5.4      Corporate Records............................................6

         5.5      Financial Information........................................6

         5.6      Compliance with Laws; Permits................................7

         5.7      Contracts....................................................7

         5.8      Absence of Undisclosed Liabilities...........................8

         5.9      Operations of Seller; Absence of Certain Changes.............8

         5.10     Brokers and Finders..........................................9

         5.11     Litigation and Orders........................................9

         5.12     Proprietary Rights...........................................9

         5.13     [RESERVED]..................................................11

         5.14     Customers...................................................11

         5.15     Effect of Transaction.......................................11

         5.16     Accuracy of Information; Full Disclosure....................11

         5.17     No Other Representations or Warranties......................12

6.       REPRESENTATIONS OF PURCHASER/HANSEN..................................12

         6.1      Organization and Authority..................................12

         6.2      Authorization of Agreement..................................12

<PAGE>

         6.3      Brokers and Finders.........................................12

         6.4      Due Diligence...............................................13

         6.5      Knowledge...................................................13

         6.6      Organization and Authority..................................13

         6.7      Authorization of Agreement..................................13

         6.8      Brokers and Finders.........................................13

         6.9      Due Diligence...............................................13

         6.10     Knowledge...................................................13

7.       AGREEMENTS OF SELLER AND PURCHASER...................................14

         7.1      No Solicitation of Transactions.............................14

         7.2      Interim Operations..........................................14

         7.3      Access to Information.......................................14

         7.4      Certain Filings, Consents and Arrangements..................15

         7.5      Notice......................................................15

         7.6      Further Assurances..........................................15

         7.7      Estoppel; Infringement......................................16

         7.8      Packing of Products.........................................16

         7.9      IRI Contract................................................16

8.       CONDITIONS TO OBLIGATIONS OF PURCHASER...............................16

         8.1      Closing Actions.............................................16

         8.2      Continued Truth of Representations and Warranties...........17

         8.3      Consents of Third Parties...................................17

         8.4      Absence of Challenge........................................17

         8.5      Litigation..................................................17

         8.6      Absence of Material Adverse Change..........................17

9.       CONDITIONS TO OBLIGATIONS OF SELLER..................................17

         9.1      Closing Actions.............................................18

         9.2      Continued Truth of Representations and Warranties...........18

         9.3      Litigation..................................................18

10.      TERMINATION PRIOR TO THE CLOSING DATE................................18

         10.1     Termination.................................................18

         10.2     Effect on Obligations.......................................18

11.      SURVIVAL OF REPRESENTATIONS AND WARRANTIES...........................18

<PAGE>


12.      INDEMNIFICATION......................................................19

         12.1     Indemnification by Seller...................................19

         12.2     Indemnification by Purchaser/Hansen.........................20

13.      EFFECTIVENESS OF THIS AGREEMENT......................................20

14.      EXPENSES.............................................................21

15.      SALES, USE, TRANSFER AND OTHER TAXES.................................21

16.      NOTICES..............................................................21

17.      SUCCESSORS...........................................................22

18.      PARAGRAPH HEADINGS...................................................22

19.      GOVERNING LAW; ARBITRATION...........................................22

         19.1     Governing Law...............................................22

         19.2     Arbitration.................................................22

20.      ANNOUNCEMENTS........................................................23

21.      ENTIRE AGREEMENT.....................................................23

22.      COUNTERPARTS.........................................................23

<PAGE>



                                LIST OF EXHIBITS



Exhibit A  -      Trademark Assignment
Exhibit B  -      Assignments
Exhibit C  -      License Agreement
Exhibit D  -      Seller's Certificate of Continued Truth of Representation
Exhibit E  -      Purchaser's Certificate of Continued Truth of Representations



<PAGE>


                                LIST OF SCHEDULES


Schedule 1.1(a)            -        Proprietary Rights
Schedule 1.1(b)            -        Contracts (Assumed)
Schedule 5.4               -        Delaware Certificate of Good Standing
Schedule 5.5               -        Financial Information
Schedule 5.6               -        Compliance; Permits
Schedule 5.7               -        Contracts (Not Assumed)
Schedule 5.9               -        Operation of Seller - Extraordinary Events
Schedule 5.11              -        Litigation and Administrative Investigations
Schedule 5.14              -        Customers
Schedule 5.15              -        Effect of Transaction
Schedule 7.8               -        Co-Packing Terms


<PAGE>


                            ASSET PURCHASE AGREEMENT


     ASSET PURCHASE AGREEMENT (the "Agreement"), dated as of May 25, 2001 by and
among Hansen Junior Juice Company, a Delaware corporation  ("Purchaser"),  Pasco
Juices,  Inc.,  formerly  known as McCain Citrus,  Inc., a Delaware  corporation
("Seller"), and solely for the limited purposes set forth below, Hansen Beverage
Company, a Delaware corporation ("Hansen").

                              W I T N E S S E T H :

     WHEREAS,  Seller  is the  owner  of and is in the  business  of  marketing,
selling  and  distributing  the  "Junior  Juice"  line of  juice  products  (the
"Business");

     WHEREAS,  Seller  desires  to  sell  to  Purchaser  certain  of the  assets
comprising the Business;

     WHEREAS,  Purchaser  desires to purchase  certain of the assets  comprising
Business on the terms and conditions set forth herein;

     WHEREAS, Purchaser is a wholly-owned subsidiary of Hansen;

     NOW,  THEREFORE,  in  consideration  of the premises and the  covenants and
agreements herein contained and other good and valuable  consideration,  receipt
of which is hereby acknowledged, it is hereby agreed as follows:

1.       SALE AND PURCHASE OF ASSETS

     1.1  Assets  Transferred.  Subject  to the  terms  and  conditions  of this
Agreement,  and to the continued accuracy of the  representations and warranties
contained  herein on the Closing  Date (as  hereinafter  defined),  Seller shall
sell,  convey,  assign,  transfer and deliver to Purchaser and  Purchaser  shall
purchase,  receive and accept delivery from Seller,  at the Closing provided for
in Article 5, the following assets relating to the Business  (collectively,  the
"Purchased Assets"):

     (a) All right,  title and  interest of Seller,  now or  hereafter  known or
existing  and of every kind and  nature,  whether  tangible  or  intangible  and
whether arising by statute, common law, operation of law, ownership, assignment,
agreement,  contract,  lease, license, consent, permit or otherwise, and however
designated, in and to:

          (i) any and all  trademarks,  service  marks,  and trade names used by
     Seller solely in connection with the Business, including but not limited to
     those trademarks, service marks, and trade names listed on Schedule 1.1(a),
     together  with  the  goodwill  of the  Business  associated  therewith  and
     symbolized thereby;
<PAGE>


          (ii)  any  and all  copyrighted  and  copyrightable  works,  works  of
     authorship  and  expression,   and  literary   property,   whether  or  not
     copyrighted or copyrightable, including copyrights, author rights and moral
     rights  (such  as,  without  limitation,  any  right to  identification  of
     authorship or limitation on subsequent  modification) used by Seller solely
     in  connection  with  the  Business,  including  but not  limited  to those
     copyrighted and  copyrightable  works listed on Schedule  1.1(a),  together
     with the moral rights  therein and the goodwill of the Business  associated
     therewith and symbolized thereby;

          (iii) any and all of the following used by Seller solely in connection
     with the Business, whether or not listed on Schedule 1.1(a):

                    (1) product formulas and formulations,  production  formulas
               and  formulations,   trade  secrets,  know-how  and  confidential
               information,  customer  lists  and  information,  whether  or not
               protectable by patent, copyright or trade secret laws;

                    (2)  logos,  trade  dress  (including,  without  limitation,
               configuration,   design  and  packaging),   goodwill,  rights  of
               publicity   and   privacy    (including,    without   limitation,
               photographic   and   other   releases,   whether   published   or
               unpublished),  marketing rights, franchise rights, rights against
               unfair  competition,  and any similar  rights,  together with the
               goodwill of the Business  associated  therewith and/or symbolized
               thereby;

                    (3)  other  intellectual  property,   intangible  industrial
               property  and   proprietary   rights,   titles,   interests   and
               privileges,  however designated, that are similar or analogous to
               any of the foregoing  including,  without  limitation any and all
               rights  in and  to  product  configurations  and  designs,  label
               designs,  graphic and artistic designs;  artwork; dyes; character
               rights; and UPC bar codes;

          (iv)  registrations,   applications,  renewals,  and  extensions  with
     respect to each of the foregoing now or hereafter in force, in whole and/or
     in part;

          (v)  associated   documentation,   modifications,   improvements   and
     derivative works with respect to each of the foregoing;

          (vi) rights of possession,  ownership,  use and enjoyment with respect
     to each of the  foregoing,  including,  without  limitation,  the  right to
     license,  sublicense,  assign,  pledge sell, transfer,  convey, grant, gift
     over, divide, partition or use (or not use) in any way any of the foregoing
     now or  hereafter  (including  without  limitation  any claims,  demands or
     causes of action of any kind with respect thereto);

          (vii)  claims,  demands and causes of action of any kind with  respect
     to, and any and all other rights relating to the enforcement of, any of the
     foregoing,  including, without limitation, any claims, demands or causes of
     action for any  infringement,  conversion,  misappropriation,  dilution  or
     other violation of or injury to any of them;
<PAGE>


each and all of the foregoing being hereinafter  referred to collectively as the
"Proprietary  Rights." To the extent, if any, that any moral rights of Seller or
of the  author  of any work  encompassed  by the  Proprietary  Rights  cannot be
legally  transferred  by  Seller,  they  shall be  waived  in a  signed  writing
providing for same;

     (b) All  right,  title and  interest  of  Seller  in:  (i) all  agreements,
contracts  and  licenses  relating to the  Business  listed on Schedule  1.1(b),
including,   without  limitation  that  certain  contract  between   Information
Resources  Inc.  and Seller  dated  August 14, 1999 (the "IRI  Contract"),  (ii)
written   and/or  oral   contracts   relating  to  the   Business   with  retail
establishments  and  brokers in respect of listing  fees,  it being  understood,
however,  that,  Purchaser  is not  assuming  any  obligations  of Seller  under
agreements  with any  retail  establishment  or any of its  brokers,  (iii)  the
$18,000 fee from  Johnson  O'Hare Co.,  Inc. to  participate  in the  Albany-New
England  area  "Sizzling   Savings"  promotion  and  all  cost  associated  with
redemption of "Sizzling  Savings" coupons,  including any handling or associated
fees, and (iv) such portion only of any trade allowances to customers or brokers
agreed to before Closing, as disclosed on "deal sheets," that relate to products
sold by Purchaser after the Closing Date (collectively, the "Contracts"). Seller
shall be  responsible  for the  payment of any fees and  commissions  of brokers
earned on sales of the  Products (as defined in Section 2.1) that occur prior to
the Closing Date. Purchaser shall be responsible for the payment of any fees and
commissions  of brokers  earned on sales of the Products  that occur on or after
the Closing Date. Seller hereby represents and warrants to Purchaser that all of
its agreements  with brokers  relating to the Business are  terminable  upon not
more than thirty (30) days written notice.

2.       CONSIDERATION.

     2.1 Purchase Price. In consideration of the sale,  conveyance,  assignment,
transfer and delivery of the Purchased Assets by Seller to Purchaser,  Purchaser
shall pay to Seller a royalty of 3% on all "Junior Juice" juice products sold by
Purchaser in 125 ml tetrapak  packages (or any other similar packing material of
a volume  of  approximately  125 ml) (the  "Products")  for a period of five (5)
years  commencing on the Closing Date.  The royalty shall be computed on the net
selling  prices of Products  sold by Purchaser  and its  successors  and assigns
after adjustments for cash discounts,  promotional allowances,  freight charges,
spoils and spoilage  allowances,  invoice  allowances and  billbacks.  Purchaser
covenants  that the minimum  royalty  payments that will be paid by Purchaser to
Seller over the aforesaid  five-year  period will not be less than $750,000,  in
the aggregate.  Royalties  shall be payable by Purchaser to Seller  quarterly in
arrears and be paid within  forty-five  (45) days from the end of each  quarter.
Should the  aggregate  royalties  paid by Purchaser to Seller after one (1) year
from  the  Closing  Date be less  than  $150,000,  in the  aggregate,  then  the
difference  shall be paid by  Purchaser to Seller as an advance  against  future
royalties payable by Purchaser to Seller. Should the aggregate royalties paid by
Purchaser to Seller  after two (2) years from the Closing  Date,  including  all
payments  made in respect of the first year (actual and by way of  advance),  be
less than  $300,000,  in the  aggregate,  then the  difference  shall be paid by
Purchaser to Seller as an advance against future royalties  payable by Purchaser
to Seller.  Should the aggregate  royalties payable by Purchaser to Seller after
three (3) years from the Closing Date, including all payments made in respect of
<PAGE>

the first two (2) years (actual and by way of advance),  be less than  $450,000,
in the aggregate, then the difference shall be paid by Purchaser to Seller as an
advance  against  future  royalties  payable by Purchaser to Seller.  Should the
aggregate  royalties  paid by  Purchaser to Seller after four (4) years from the
Closing  Date,  including  all  payments  made in respect of the first three (3)
years (actual and by way of advance),  be less than $600,000,  in the aggregate,
then the difference  shall be paid by Purchaser to Seller as an advance  against
future royalties payable by Purchaser to Seller.  Should the aggregate royalties
paid by  Purchaser  to  Seller  after  five (5)  years  from the  Closing  Date,
including  all payments  made in respect of the first four years  (actual and by
way of advance),  be less than $750,000,  in the aggregate,  then the difference
shall be paid by Purchaser to Seller in full satisfaction of Purchaser's payment
obligations to Seller in respect of the royalty  payments.  Hansen guarantees to
Seller the  satisfaction  of  Purchaser's  payment  obligation  pursuant to this
Section  2.1,  and if Purchaser  fails to make any payment  required  under this
Section 2.1,  Hansen shall make such payment to Seller on behalf of Purchaser in
the  amount  and  within  such time  period as  required  of  Purchaser.  Hansen
expressly waives any legal  obligation,  duty or necessity for Seller to proceed
first  against  Purchaser  or to  exhaust  any remedy  Seller  may have  against
Purchaser,  it being  agreed that in the event of failure of to make  payment by
Purchaser,  Seller may proceed and have right of action  solely  against  either
Hansen or Purchaser or jointly  against Hansen and Purchaser and nothing in this
Section shall be construed to limit any of Seller's  rights or remedies  against
Purchaser in the event of such default.

     2.2  Assumption  of  Certain   Liabilities  and  Obligations.   In  further
consideration of the sale, conveyance,  assignment, transfer and delivery of the
Purchased  Assets by Seller to Purchaser,  on the Closing Date,  Purchaser shall
assume  and  comply  with  all  obligations  and  liabilities  of  Seller  whose
performance or satisfaction first becomes due on or after the Closing Date under
each Contract  listed on Schedule  1.1(b)  (Seller has furnished  Purchaser with
true copies of all such written  Contracts).  The  foregoing  liabilities  being
assumed by Purchaser are referred to  hereinafter  collectively  as the "Assumed
Liabilities".  Hansen and Purchaser, jointly and severally, shall assume the IRI
Contract.

     2.3 Nonassumption of Other Liabilities. Other than the Assumed Liabilities,
Purchaser  does not assume and shall in no event be liable for any  liabilities,
debts or  obligations  of Seller or which  otherwise  relate to or are connected
with the  Business  and/or any products  relating to the  Business  manufactured
and/or sold prior to the  Closing  Date,  whether  accrued,  absolute,  matured,
contingent or otherwise,  including,  without limitation, trade accounts payable
and accrued  expenses,  taxes of any kind, any  liabilities for fees or expenses
incident  to the  preparation  of  this  Agreement  or the  consummation  of the
transactions  contemplated  hereby,  including,  without  limitation,   counsel,
accountant's or finder's fees of Seller, or any other expenses, debt, contracts,
agreements,  leases  or other  obligations  which are not  specifically  assumed
hereunder.  Without  limiting the generality of the  foregoing,  Seller shall be
solely  responsible for all costs,  expenses,  claims and damages relating to or
arising from the sale of any products of the Business  manufactured  and/or sold
prior to the Closing Date, including without limitation, all billbacks, returns,
coupon  redemptions,  rebates,  promotional  allowances or any similar  charges;
provided,  however,  that  Purchaser  shall be liable for any  costs,  expenses,
claims or damages  to the extent  primarily  caused by  Purchaser's  negligence,
intentional wrongdoing or breach of its obligations.

                                       4
<PAGE>


3.       EMPLOYEES.

     It is not anticipated that Purchaser will offer employment to or employ any
employees of Seller after the Closing Date.  Seller shall be solely  responsible
for all severance or other payments due to its employees.

4.       THE CLOSING.

     4.1 The Closing.  The  "Closing" or "Closing  Date" means the time at which
Seller  effects the transfer of the Purchased  Assets to Purchaser.  The Closing
shall take at such place and at such time as the parties shall agree in writing,
subject to paragraph 10.1(b).

     4.2 Certain Events at Closing.  In addition to such other actions as may be
provided for herein, the following actions shall be taken at the Closing:

     (a) Seller shall execute and deliver to Purchaser the Trademark  Assignment
in the  form  attached  hereto  as  Exhibit  A and  all  such  other  documents,
certificates,  agreements,  releases and consents to  cancellation  necessary to
transfer and assign to Purchaser, and for Purchaser to record, register and file
with the U.S. Patent and Trademark Office and all other applicable  registration
authorities,  all  of  Seller's  right,  title  and  interest  in  and  to,  the
Proprietary  Rights,  free and  clear of all  Liens  (as  defined  in  paragraph
5.9(b)), in form and substance satisfactory to Purchaser.

     (b) Seller  shall  deliver to  Purchaser  duly  executed  and  acknowledged
assignments  in the form  attached  hereto  as  Exhibit  B,  and all such  other
executed  endorsements,  assignments,  and other  instruments  of  transfer  and
conveyance,  in form and substance  satisfactory  to counsel for  Purchaser,  as
Purchaser shall request,  to effectively vest in Purchaser all right,  title and
interest  in the  Purchased  Assets,  free and  clear  of all  Liens of any kind
whatsoever.

     (c) Purchaser  and Vitality  Foodservice,  Inc.  shall enter into a License
Agreement in the form attached hereto as Exhibit C.

     (d) Seller shall have  delivered to  Purchaser a  certificate  addressed to
Purchaser and executed by an authorized officer of Seller dated the Closing Date
in the form attached hereto as Exhibit D.

     (e) Purchaser  shall have  delivered to Seller a  certificate  addressed to
Seller and executed by an authorized officer of Purchaser dated the Closing Date
in the form attached hereto as Exhibit E.

     (f) Seller shall have delivered to Purchaser evidence reasonably acceptable
to  Purchaser  that all  Liens  on the  Purchased  Assets  have  been  released,
including  without  limitation,  liens  held in favor of  Cooperatieve  Centrale
Raiffeisen-Boereleenbank, B.A.

5.       REPRESENTATIONS OF SELLER.

     Seller represents and warrants to Purchaser:

                                       5
<PAGE>

     5.1  Organization.  Seller is a  corporation  validly  existing and in good
standing under the laws of the State of Delaware and has the requisite corporate
power and  authority  to carry on its  business  as it is now  being  conducted.
Seller is duly  qualified and licensed as a foreign  corporation to do business,
and is in good  standing  (and has  paid all  relevant  franchise  or  analogous
taxes), in each jurisdiction where the character of its properties owned or held
under lease or the nature of its activities makes such qualification  necessary,
except  where the failure to be so  qualified  and in good  standing  would not,
individually  or in  the  aggregate,  have  a  material  adverse  effect  on the
business,  assets,  properties,  prospects,  results of  operations or financial
condition of Seller taken as a whole (a "Material Adverse Effect")

     5.2  Authority  Relative  to  This  Agreement.  Seller  has  the  requisite
corporate  power and authority to enter into this Agreement and to carry out its
obligations hereunder. The execution, delivery and performance of this Agreement
and the  consummation  of the  transactions  contemplated  hereby have been duly
authorized by the Board of Directors [and the  stockholders] of Seller. No other
corporate proceedings on the part of Seller or its stockholders are necessary to
authorize  this  Agreement  and  the  transactions   contemplated  hereby.  This
Agreement  has been duly and  validly  executed  and  delivered  by  Seller  and
constitutes a valid and binding obligation of Seller, enforceable against Seller
in  accordance  with its terms,  subject,  as to  enforcement  of  remedies,  to
applicable  bankruptcy,  insolvency,  moratorium,   reorganization  and  similar
statutory  and   decisional  law  affecting   creditors'   rights  and  debtors'
obligations generally, and to equitable principles.

     5.3  Consents  and  Approvals;  No  Violations.  To the  Best  of  Seller's
Knowledge, no filing or registration with, and no permit, authorization, consent
or approval of, any  domestic or foreign  government  or public body,  agency or
authority ("Governmental Entity") is necessary for the consummation by Seller of
the  transactions  contemplated by this  Agreement.  "). To the Best of Seller's
Knowledge,  neither the execution  and delivery of this  Agreement by Seller nor
the  consummation  by  Seller  of  the  transactions   contemplated  hereby  nor
compliance by Seller with any of the provisions hereof will (a) conflict with or
violate  any  provision  of the  charter or  by-laws  or similar  organizational
documents of Seller,  (b) conflict  with or result in violation or breach of, or
constitute  (with or without  due notice or lapse of time or both) a default (or
give rise to any right of termination,  cancellation or acceleration) under, any
of the terms,  conditions or provisions of any note, bond, mortgage,  indenture,
license,  contract,  agreement or other instrument or obligation to which Seller
is a party or by which Seller or any of its  properties  or assets may be bound,
(c)  violate any order,  writ,  injunction,  decree,  statute,  treaty,  rule or
regulation  applicable  to Seller or any of its  properties  or  assets,  or (d)
conflict  with or constitute or result in a violation or breach (with or without
due  notice  or  lapse of time or both)  of any  legal  or  enforceable  duty or
obligation between Seller and any third party.

     5.4 Corporate Records.  Attached as Schedule 5.4 are true and complete copy
of the  Certificate  of Good Standing of Seller issued by the Secretary of State
of the State of Delaware.

     5.5 Financial Information.  Schedule 5.5 sets forth a list of the financial
information  relating to the  operation  of the  Business  provided by Seller to
Purchaser (collectively, the "Financial Information"). The Financial Information
is  accordance  with the books and  records of Seller  and is fairly  presented.
Seller has advised  Purchaser and Purchaser  hereby  acknowledges  that: (i) the
Financial Information was prepared for internal management uses only and has not

                                       6
<PAGE>

prepared in accordance with GAAP; (ii) the Financial Information contains actual
case volume and adjusted gross sales by customer; (iii) certain cost information
presented  is based on overall  results of Seller and has been  allocated to the
product line  Financial  Information;  and (iv) because the cost data  presented
therein  is based  upon a  "standard  cost"  model in  effect at the time of the
report and  Seller  does not track  variances  to its  standard  cost model on a
monthly  basis,  actual cost may vary  significantly  due to ingredient  pricing
changes,  changes  in other  cost  associated  with  the  specific  product  and
manufacturing  capacity  that  affects  the  allocated  costs  to the  products.
Purchaser   further   understands  that  the  Financial   Information  does  not
necessarily reflect the results that other companies would experience during the
same period.

     5.6 Compliance with Laws; Permits. To the Knowledge of Seller, Seller is in
compliance with all orders,  judgments,  decrees,  laws,  statutes,  ordinances,
rules and regulations  (collectively,  "Laws")  applicable the Business,  except
where any  noncompliance,  individually  or in the  aggregate,  would not have a
Material  Adverse  Effect.  Seller has not  received  any notice of any  alleged
violation  of Law  applicable  to the  Business,  except  where such  violation,
individually  or in the  aggregate,  would not have a Material  Adverse  Effect.
Seller has all governmental permits,  licenses,  orders and authorizations,  and
has made all required filings and  registrations  with,  Governmental  Entities,
required for the conduct of the Business as  presently  conducted,  except where
the failure to have obtained any such permit would not,  individually  or in the
aggregate,  have a Material  Adverse  Effect  (the  "Permits").  A complete  and
correct list of the Permits  held by Seller is set forth on Schedule  5.6, and a
true and  complete  copy of each such Permit has been  previously  delivered  to
Purchaser.  All the Permits  are valid and in full force and effect,  and Seller
has duly  performed  and is in  compliance  with all its  obligations  under the
Permits, except where any noncompliance, individually or in the aggregate, would
not have a Material  Adverse  Effect.  No event has occurred with respect to the
Permits which allows,  or after notice or lapse of time or both would allow, the
suspension, limitation, revocation or termination thereof or would result in any
other  material  impairment  of the  rights  of  Seller  in and under any of the
Permits,  except where the  suspension,  limitation,  revocation or termination,
individually or in the aggregate, would not have a Material Adverse Effect, and,
to the knowledge of Seller,  no terminations  thereof or proceedings to suspend,
limit, revoke or terminate any Permit have been threatened.

     5.7 Contracts.  (a) Except as set forth on Schedule  1.1(b) or as otherwise
disclosed on Schedule 5.7, Seller is not a party to any written or oral contract
or agreement in effect on the date of this  Agreement  related to the  Purchased
Assets:  (i) containing  non-competition  or other  limitations  restricting the
conduct of the Business of Seller in the United States of America;  or (ii) with
any  manufacturer,  supplier or customer with respect to discounts or allowances
regarding the Purchased  Assets or the  Business.  Seller has made  available to
Purchaser  true and complete  copies of all  Contracts  which are required to be
disclosed pursuant to this Agreement.

     (b) Except as set forth on Schedule  1.1(b) or as  otherwise  disclosed  on
Schedule  5.7,  all  purchase  orders and  commitments  and all sales orders and
commitments  of Seller  related to the  Business  have been  entered into in the
ordinary course of business.

     (c) To the  Knowledge of Seller:  (i) no default or alleged  default or any
event  which,  with the lapse of time or the  election of any person  other than

                                       7
<PAGE>

Seller,  will  become a  default  exists  under any of the  Contracts  listed in
Schedule  1.1(b);  (ii) each of the  Contracts  is now valid,  in full force and
effect and enforceable in accordance with its terms (subject,  as to enforcement
of remedies, to applicable bankruptcy,  insolvency,  moratorium,  reorganization
and  similar  statutory  and  decisional  law  affecting  creditors'  rights and
debtors' obligations  generally,  and to general equitable  principles,  and the
discretion  of  courts in  awarding  equitable  relief)  and  (iii)  Seller  has
fulfilled in all material  respects,  all its  obligations  under the  Contracts
whose performance or satisfaction are due as of the date of this Agreement.

     5.8 Absence of Undisclosed Liabilities. Seller is not subject to any debts,
claims,  liabilities or obligations  relating to the Purchased Assets,  accrued,
absolute,   contingent   or   otherwise   and  whether  due  or  to  become  due
("Liabilities") other than Liabilities disclosed on Schedule 5.5 and Liabilities
arising since  December 31, 2000 in the ordinary  course of business  consistent
(in  amount  and kind)  with past  practice  and which do not,  singly or in the
aggregate,  have a  Material  Adverse  Effect.  Seller has no  knowledge  of any
circumstance,  condition, event or arrangement that would hereafter give rise to
any  Liabilities  of any  successor  to the  Business  except  for  the  Assumed
Liabilities.

     5.9 Operations of Seller;  Absence of Certain Changes.  Except as set forth
on Schedule  5.9, or pursuant to or as  contemplated  by this  Agreement,  since
December 31, 2000, Seller has not with respect to the Business:

     (a) suffered any change,  event or series of changes or events which has or
could reasonably be expected to have a Material  Adverse Effect,  whether or not
covered by insurance;

     (b) materially changed any of its business operations or business policies,
including,  without limitation,  advertising,  investment,  marketing,  pricing,
purchasing,  production,  personnel,  sales,  returns,  budget or other  product
acquisition policies;

     (c) terminated or failed to renew, or received any written threat (that was
not subsequently withdrawn) to terminate or fail to renew, any material Contract
or other  agreement to which it is or was a party except in the ordinary  course
of business;

     (d) to the knowledge of Seller,  been the subject of any investigation by a
Governmental Entity or litigation which may have a Material Adverse Effect;

     (e) offered  any  unusual or  extraordinary  promotions,  discounts,  price
reductions or other inducements to purchase its products to any of its customers
or prospective customers;

     (f)  notwithstanding  the  foregoing,  Seller has  advised  Purchaser  that
promotional  support for the  Purchased  Assets has  declined  over the past few
years.  Moreover,  there has been minimal  promotion  support for the  Purchased
Assets during the last six (6) months; and

     (g) notwithstanding the foregoing,  Seller has advised Purchaser that there
has been a  substantial  decline in the Business  over the last  several  years,
including the last twelve (12) month period.

                                       8
<PAGE>

     (h) notwithstanding the foregoing,  Seller has advised Purchaser that after
the Closing Date, Vitality Food Services,  Inc., will no longer be a customer of
the Business.

     5.10 Brokers and Finders.  Neither  Seller nor any of its  stockholders  or
affiliates  has employed any broker or finder or incurred any  liability for any
brokerage fees, commissions or finders' fees in connection with the transactions
contemplated hereby.

     5.11 Litigation and Orders. Except as set forth on Schedule 5.11:

     (a)  There  are no  actions,  suits or legal,  administrative  or  arbitral
proceedings,  charges or investigations  (collectively "Litigation") pending or,
to the knowledge of Seller,  threatened  against,  affecting or involving Seller
with  respect  to  the  Purchased  Assets,   including  without  limitation  the
Proprietary  Rights,  or which  seek to prevent or  challenge  the  transactions
contemplated hereby;

     (b) There are no judgments,  decrees,  injunctions,  rules or orders of any
Governmental Entity (collectively, "Orders" and, Orders together with Litigation
being referred to herein as "Claims") outstanding against Seller relating to the
Purchased Assets;

     (c) There are no product liability claims, or claims of warranty  liability
or field  failure  involving  product  recall,  pending or, to the  knowledge of
Seller, threatened against or involving Seller relating to the Purchased Assets;
and

     (d) There are no Claims  pending  against  Seller,  or to the  knowledge of
Seller, threatened in respect of or for any deposits, containers,  redemption or
recycling of any products of Seller relating to the Purchased Assets.

     5.12 Proprietary  Rights. (a) Upon Closing and thereafter,  Purchaser shall
have and receive, by purchase and assignment from Seller, all Proprietary Rights
necessary  and  sufficient  to  authorize  and enable  Purchaser  to operate the
Business for the uses and purposes and in the manner  conducted by Seller on and
immediately  before the date of Seller's  execution of this Agreement.  Upon the
execution of this Agreement and thereafter  through and upon Closing,  no right,
title or  interest  of Seller in or to the  Proprietary  Rights will lapse or be
sold, assigned,  licensed,  transferred or otherwise disposed of, in whole or in
part,  except  pursuant to the  purchase  and sale,  assignment  and transfer to
Purchaser of the Proprietary Rights prescribed by this Agreement.  All rights to
the Proprietary  Rights, and all registrations and applications for registration
thereof,  that have heretofore been owned or held at any time by any employee of
Seller and used in the  Business of Seller in any manner  have been duly,  fully
and effectively  transferred to Seller.  The  consummation  of the  transactions
contemplated  hereby will result in the valid transfer by Seller to Purchaser of
the  rights  and  interests  of Seller  in all  Proprietary  Rights  of  Seller,
including without limitation all of the items listed on Schedule 1.1(a).  Except
as is expressly disclosed on Schedule 1.1(a) or Schedule 5.12:

          (i) Seller is, as of the date of its execution hereof,  and will as of
     the Closing  Date be, the sole and  exclusive  owner and  possessor  of all
     right,  title and  interest  in and to the  Proprietary  Rights,  including
     without  limitation,  all  registrations  and applications for registration
     listed on Schedule  1.1(a) for such  Proprietary  Rights or rights  related
     thereto,  in and with respect to the countries and  jurisdictions set forth

                                       9
<PAGE>

     therein;  said  right,  title and  interest  of  Seller in the  Proprietary
     Rights, as well as the registrations and applications for registration with
     respect  thereto,  are  valid  and  subsisting  as of the date of  Seller's
     execution  hereof,  and will be valid and subsisting as of the Closing Date
     and the  assignment  and transfer to Purchaser  of the  Proprietary  Rights
     thereupon;

          (ii) Seller owns, or possesses adequate licenses or other valid rights
     to use and to transfer to Purchaser  the right to use (without  Seller's or
     Purchaser's  incurring any obligation to make any payment,  or to grant any
     rights or other  consideration,  to any third party in exchange  therefor),
     all  Proprietary  Rights  necessary  to  the  conduct  of the  Business  as
     presently being conducted, except when the failure to have such licenses or
     rights would not singly or in the aggregate have a Material Adverse Effect;

          (iii) none of the validity,  ownership,  enforceability  or use of the
     Proprietary  Rights, or any right, title or interest of Seller therein,  is
     being  questioned in any Claim to which Seller is a party or subject,  nor,
     does Seller know, or have reason to know, that any such Claim is threatened
     or would have any merit if asserted,  irrespective  of whether Seller is or
     is not made a party or subject thereto;

          (iv) to the  Knowledge of Seller,  neither the conduct of the Business
     as now  conducted,  nor the use of the  Proprietary  Rights  in  connection
     therewith, does or will infringe, convert, misappropriate, dilute, violate,
     injure or conflict with any rights of others,  including without limitation
     any intellectual  property rights of others (as comprised by the categories
     of rights included among the Proprietary Rights);

          (v) none of the  Proprietary  Rights  is as of the  date of  execution
     hereof,  or will upon  Closing  be,  subject  to any  license,  sublicense,
     transfer,  conveyance,   assignment,  agreement,  commitment,   instrument,
     arrangement,  understanding,   undertaking,  indenture,  duty,  obligation,
     indemnification,  pledge,  hypothecation,  security interest, Liens, or any
     other encumbrance of any kind (collectively,  "Impairments"), Seller is not
     aware of any use of any of the  Proprietary  Rights that is now being made,
     except by Seller;  and none of the Proprietary  Rights is as of the date of
     execution   hereof,   or  will  upon  Closing  be,  subject  to  any  other
     Impairments, or any requirements,  limitations or restrictions,  that would
     singly or in aggregate have a Material Adverse Effect;

          (vi) Seller has no knowledge of any  infringement  by others of any of
     the Proprietary Rights;

          (vii)  neither  Seller nor any of Seller's  parents,  subsidiaries  or
     affiliates, nor any person or entity controlled by Seller, (i) is as of the
     date of  execution  hereof,  or will  upon  Closing  be,  in  breach of any
     agreement, commitment, instrument, arrangement,  contractual understanding,
     undertaking, indenture, license, sublicense, assignment, indemnification or
     any legal,  equitable or other enforceable duty or obligation which relates
     to any of the  Proprietary  Rights,  or (ii) has taken,  or will take,  any

                                       10
<PAGE>

     action,  or has  permitted,  or  will  permit,  any  omission,  that  would
     adversely effect any right, title or interest of the Purchaser in or to any
     of the Proprietary Rights;

          (viii) the  transactions  contemplated by this Agreement will not have
     an adverse  effect on the  ownership,  use,  validity,  transferability  or
     enforceability of any of the Proprietary  Rights,  and Purchaser will, upon
     Closing, receive, possess and enjoy the entire right, title and interest of
     Seller in and to the Proprietary Rights without  Purchaser's  sufferance of
     any diminution or limitation of any such right,  title or interest existing
     immediately  prior  to  the  Closing,  including  but  not  limited  to any
     diminution or limitation of any right to assert any claim,  cause of action
     or  right  to  petition,  sue  or  otherwise  seek  monetary,   injunctive,
     declaratory  or any other  recovery  or  relief,  for any past,  present or
     future infringement, conversion,  misappropriation or dilution of, or other
     injury,  offense,  violation,  breach  of duty or wrong  relating  to,  the
     Proprietary Rights;

          (ix) all  necessary  steps have been,  or promptly  are being and will
     from time to time be, taken by Seller to obtain, protect, maintain, enforce
     and perfect the Proprietary Rights to be received by Purchaser from Seller;

          (x)  upon  the  execution  hereof,  and  thereafter  through  and upon
     Closing, no right, title or interest in or to any of the Proprietary Rights
     will  lapse  or be  sold,  assigned,  licensed,  transferred  or  otherwise
     disposed  of,  except  pursuant to the purchase  and sale,  assignment  and
     transfer  to  Purchaser  of  the  Proprietary  Rights  prescribed  by  this
     Agreement.

     (b) To the  best  knowledge  of  Seller,  Seller  and its  predecessors  in
interest  have made  continuous  use of the  JUNIOR  JUICE mark in  commerce  in
connection  with juice  drinks since June 16, 1989 and there have been no breaks
or gaps in said mark's chain of title.

5.13     [RESERVED]

     5.14  Customers.  Except as disclosed  on Schedule  5.14 and in Section 5.9
above,  since  January 1, 2001,  no customer of Seller has  discontinued  or has
notified Seller that it intends to discontinue the sale of the Products.

     5.15 Effect of Transaction. To the Knowledge of Seller, except as otherwise
disclosed  in Schedule  5.15,  no  creditor,  key-employee  or customer or other
person having a material  business  relationship with Seller has informed Seller
that such person intends to change the relationship  because of the purchase and
sale of the Purchased Assets, nor does Seller have knowledge of any such intent.
For purposes of this Section,  the term "the  Knowledge of the Seller shall mean
the actual  knowledge of Gregory L. Dupuis,  Joli Cooper,  Gary O'Brien,  Joseph
Dombrowski and Steve Kovack, without any duty to investigate or make inquiries.

     5.16  Accuracy  of  Information;  Full  Disclosure.  No  representation  or
warranty  of  Seller  contained  in this  Agreement  or in any  Schedule  hereto
delivered to Purchaser or any of its affiliates pursuant hereto or in connection
herewith  contains an untrue  statement  of a material  fact or omits to state a

                                       11
<PAGE>

material fact required to be stated  therein or necessary to make the statements
made, in the context in which made, not materially false or misleading.

     5.17 No Other Representations or Warranties. Except for the Representations
and  Warranties  made to  Purchaser  contained in this Article 5 or in any other
document  delivered by Seller pursuant to this  Agreement,  Seller does not make
any  other   representation  or  warranty  to  Purchaser,   including,   without
limitation,  any representation or warranty as to (i) projections,  estimates or
budgets  delivered to or made available to Purchaser or its  representatives  of
the future  revenues,  expenses,  future  results of  operations or prospects of
Seller or the Business or (ii) any other information or documents made available
to  Purchaser  or  its  representatives,   except  as  expressly  covered  by  a
representation and warranty in this Article 5.

6.       REPRESENTATIONS OF PURCHASER/HANSEN.

     Purchaser represents and warrants to Seller:

     6.1   Organization   and  Authority.   Purchaser  is  a  corporation   duly
incorporated,  validly  existing  and in good  standing  under  the  laws of its
jurisdiction of incorporation,  has all requisite  corporate power and authority
to own its  properties,  to carry on its businesses as now being  conducted,  to
execute  and  deliver  this  Agreement  and  to  consummate   the   transactions
contemplated hereby.

     6.2 Authorization of Agreement.  Purchaser has the full power and authority
to enter into this  Agreement and to carry out its  obligations  hereunder.  The
execution and delivery of this  Agreement by Purchaser and the  consummation  by
Purchaser of all  obligations  contemplated  hereby have been duly authorized by
all requisite  corporate  action.  This  Agreement and all other  agreements and
written   obligations  entered  into  and  undertaken  in  connection  with  the
transactions  contemplated  hereby and thereby  constitute the valid and legally
binding  obligations  of Purchaser,  enforceable  against it in accordance  with
their  respective  terms subject,  as to enforcement of remedies,  to applicable
bankruptcy,  insolvency,  moratorium,  reorganization  and similar statutory and
decisional law affecting creditors' rights and debtors'  obligations  generally,
and to general  equitable  principles.  No filing or  registration  with, and no
permit,  authorization,  consent  or  approval  of, any  Governmental  Entity is
necessary for the consummation by Purchaser of the transactions  contemplated by
this  Agreement.  The execution,  delivery and performance of this Agreement and
the transactions  contemplated hereby by Purchaser will not, with or without the
giving of notice  and/or  the  passage of time,  (a)  violate  any order,  writ,
injunction, decree or provisions of law applicable to Purchaser, or (b) conflict
with or result in the breach or  termination  of any provision of,  constitute a
default under, or result in the creation of any lien, charge or encumbrance upon
any of the  properties  or assets  pursuant to any  corporate  charter,  by-law,
indenture,  mortgage,  deed of trust or other  agreement or  instrument to which
Purchaser is a party or by which it is or may be bound.

     6.3 Brokers and Finders. Purchaser has not employed any broker or finder or
incurred any liability for any brokerage  fees,  commissions or finders' fees in
connection with the transactions contemplated hereby.

                                       12
<PAGE>

     6.4 Due Diligence.  Purchaser has had a full and fair opportunity  prior to
the Closing to conduct any and all due diligence, investigation,  inspection and
review of the Business and the Purchased Assets,  including,  but not limited to
the Financial Information.

     6.5  Knowledge.  As of the  Closing  Date,  Purchaser  does not have actual
knowledge  of any breach by Seller of any  representation,  warranty,  covenant,
agreement, undertaking, or obligation contained in this Agreement.

     Hansen represents and warrants to Seller:

     6.6 Organization and Authority.  Hansen is a corporation duly incorporated,
validly  existing and in good  standing  under the laws of its  jurisdiction  of
incorporation,  has all  requisite  corporate  power  and  authority  to own its
properties,  to carry on its businesses as now being  conducted,  to execute and
deliver this Agreement and to consummate the transactions contemplated hereby.

     6.7 Authorization of Agreement.  Hansen has the full power and authority to
enter  into this  Agreement  and to carry  out its  obligations  hereunder.  The
execution  and  delivery of this  Agreement  by Hansen and the  consummation  by
Hansen of all obligations  contemplated  hereby have been duly authorized by all
requisite  corporate action. This Agreement and all other agreements and written
obligations  entered into and  undertaken  in connection  with the  transactions
contemplated  hereby  and  thereby  constitute  the  valid and  legally  binding
obligations  of  Hansen,   enforceable  against  it  in  accordance  with  their
respective  terms  subject,  as  to  enforcement  of  remedies,   to  applicable
bankruptcy,  insolvency,  moratorium,  reorganization  and similar statutory and
decisional law affecting creditors' rights and debtors'  obligations  generally,
and to general  equitable  principles.  No filing or  registration  with, and no
permit,  authorization,  consent  or  approval  of, any  Governmental  Entity is
necessary for the  consummation  by Hansen of the  transactions  contemplated by
this  Agreement.  The execution,  delivery and performance of this Agreement and
the  transactions  contemplated  hereby by Hansen will not,  with or without the
giving of notice  and/or  the  passage of time,  (a)  violate  any order,  writ,
injunction,  decree or provisions of law  applicable to Hansen,  or (b) conflict
with or result in the breach or  termination  of any provision of,  constitute a
default under, or result in the creation of any lien, charge or encumbrance upon
any of the  properties  or assets  pursuant to any  corporate  charter,  by-law,
indenture,  mortgage,  deed of trust or other  agreement or  instrument to which
Hansen is a party or by which it is or may be bound.

     6.8 Brokers and  Finders.  Hansen has not  employed any broker or finder or
incurred any liability for any brokerage  fees,  commissions or finders' fees in
connection with the transactions contemplated hereby.

     6.9 Due Diligence.  Hansen has had a full and fair opportunity prior to the
Closing to conduct  any and all due  diligence,  investigation,  inspection  and
review of the Business and the Purchased Assets,  including,  but not limited to
the Financial Information.

     6.10  Knowledge.  As of the  Closing  Date,  Hansen  does not  have  actual
knowledge  of any breach by Seller of any  representation,  warranty,  covenant,
agreement, undertaking, or obligation contained in this Agreement.

                                       13
<PAGE>

7.       AGREEMENTS OF SELLER AND PURCHASER.

     7.1 No Solicitation of Transactions. Seller will not, and Seller will cause
its  employees,  representatives,  investment  bankers,  consultants,  advisors,
agents and affiliates not to, directly or indirectly, (a) initiate contact with,
solicit or encourage submission of any inquiries, proposals or offers by, or (b)
participate in any discussions or negotiations with, or disclose any information
concerning  the  Purchased  Assets to, or afford  any access to the  properties,
books or  records of Seller  directly  related  to the  Purchased  Assets to, or
otherwise assist, facilitate or encourage, any person (other than Purchaser, its
affiliates, agents and representatives) in connection with any possible proposal
(an  "Acquisition  Proposal")  regarding  a sale  of all or  (other  than in the
ordinary  course of business  consistent  with past practice) any portion of the
Purchased Assets.  Seller, (i) will notify Purchaser  immediately if any inquiry
or proposal is made or any such information or access is requested in connection
with an Acquisition Proposal,  or potential Acquisition Proposal,  and (ii) will
immediately  communicate  to  Purchaser  the  terms and  conditions  of any such
Acquisition  Proposal  or  potential  Acquisition  Proposal  or inquiry  and the
identity of the offeror or potential offeror.

     7.2 Interim  Operations.  During the period from the date of this Agreement
to the Closing Date, except as specifically contemplated by this Agreement or as
otherwise approved in writing by Purchaser, Seller shall:

     (a) conduct the  Business  only in, and not take any action  except in, the
ordinary and usual course of business and consistent with past practice;

     (b) perform in all material respects its obligations under all Contracts;

     (c) not encumber, sell, lease or otherwise dispose of or acquire any of the
Purchased Assets; and

     (d) in connection with the continuing operation of the Business between the
date of this Agreement and the Closing Date, use all reasonable  best efforts to
consult in good faith on a regular and frequent  basis with  representatives  of
Purchaser to report material operational  developments and the general status of
ongoing  operations.  Seller  acknowledges that any such consultation  shall not
constitute a waiver by Purchaser of any rights it may have under this  Agreement
and that Purchaser shall have no liability or responsibility  for any actions of
Seller or any of its officers or directors with respect to matters which are the
subject of such consultations;

     7.3 Access to  Information.  From the date hereof  until the Closing  Date,
Seller shall, and shall cause its officers, directors,  employees and agents to,
afford  to  Purchaser  and  its   officers,   directors,   employees,   counsel,
accountants,   advisors,  representatives  and  agents  access  (during  regular
business  hours with  reasonable  notice) to the  officers,  employees,  agents,
properties,  offices and other facilities,  and to the accounts,  books, records
specifically  pertaining  to the Purchased  Assets and Contracts of Seller,  and
shall furnish Purchaser and such others with access to all financial, operating,
technical and other data and information which Purchaser,  through its officers,
employees or agents, may from time to time reasonably  request,  so long as such
request pertains to the Purchased Assets.

                                       14
<PAGE>

     7.4 Certain Filings,  Consents and  Arrangements.  Purchaser and Seller (a)
shall  cooperate  with each  other in  promptly  determining  whether  any other
submissions,  notifications  or filings are  required to be or should be made or
whether any consents, approvals, permits, authorizations,  exemptions or waivers
are  required  to be or should be  obtained  under any other  federal,  state or
foreign law or  regulation  or from other  parties to Contracts  material to the
Business in  connection  with the  consummation  of the purchase and sale of the
Purchased Assets, and (b) shall cooperate with each other in promptly making any
such submissions,  notifications or filings,  furnishing information required in
connection therewith and seeking timely to obtain any such consents,  approvals,
permits, authorizations, exemptions or waivers. Each of the parties hereto shall
provide all reasonable  assistance to, and shall  cooperate  with, each other to
bring about the consummation of the purchase and sale of the Purchased Assets in
accordance with the terms and conditions of this Agreement.

     7.5 Notice. Each party shall give prompt written notice to the other of (a)
the occurrence,  or failure to occur,  of any event which  occurrence or failure
would be likely to cause any  representation or warranty of Seller or Purchaser,
as the case may be,  contained in this  Agreement to be untrue or  inaccurate at
any time from the date hereof to the Closing  Date or that will or may result in
the failure to satisfy any of the conditions specified in paragraphs 8 or 9, and
(b) any  failure of Seller or  Purchaser,  as the case may be, to comply with or
satisfy any covenant, condition or agreement to be complied with or satisfied by
it hereunder.

     7.6 Further  Assurances.  (a) From and after the Closing Date, Seller shall
take all such steps as may be  necessary to put  Purchaser in actual  possession
and  operating  control of the Purchased  Assets,  and Seller agrees that at any
time or from time to time (without  further cost or expense to Purchaser)  after
the Closing Date, but only for the period ending on the second  anniversary date
of the  Closing  Date,  upon the  request of  Purchaser,  Seller  will  execute,
acknowledge  and deliver such other  instruments  of conveyance and transfer and
take  such  other  action  as  Purchaser  may  reasonably  require  to vest more
effectively in the Purchaser  good and marketable  title to any of the Purchased
Assets;

     (b)  Following  the  execution  of this  Agreement,  and upon and after the
Closing, Seller will provide such full and continuing cooperation and assistance
to Purchaser as may be reasonable  and necessary to obtain,  protect,  maintain,
enforce and/or perfect any right, title or interest of Purchaser in or to any of
the  Proprietary  Rights to be received  by  Purchaser  from  Seller  hereunder,
provided that Purchaser shall reimburse  Seller for any reasonable out of pocket
expenses  incurred  in  connection  with the  foregoing.  Such  cooperation  and
assistance  shall include  without  limitation  Seller's  receipt,  preparation,
execution  and  delivery  to or on behalf of  Purchaser  of all such  documents,
instruments  and  materials,  and  performance  of all such acts,  including the
participation as a party or witness, as may reasonably be requested by Purchaser
for the purposes of obtaining any applications,  registrations,  recordations or
other filings,  or initiating,  prosecuting,  defending or  participating in any
action or proceeding,  of or relating to the Proprietary Rights, this Agreement,
or the validity,  performance or enforcement of any of the transactions,  rights
or obligations  provided for herein. The cooperation and assistance  obligations
prescribed  by this  paragraph  7.6 shall  survive the  execution,  delivery and
performance  of  this  Agreement  and  the   consummation  of  the  transactions
contemplated by this Agreement; and

                                       15
<PAGE>

     (c)  Following  the  execution  of this  Agreement,  and upon and after the
Closing,  but only for the period ending on the first anniversary of the Closing
Date, Seller will provide such full and continuing cooperation and assistance to
Purchaser, as Purchaser may reasonably request,  including,  without limitation,
access to its books  and  records,  to enable  Purchaser  to  prepare  financial
reports  relating to the  operation  of the  Business on or before the  Closing.
Notwithstanding  the  foregoing,  if Purchaser  requires  such  cooperation  and
assistance  in  order to  satisfy  disclosure  requirements  under  the  federal
securities  laws,  the time  period  referred  to above  will end on the  second
anniversary of the Closing Date.

     7.7  Estoppel;  Infringement.  Upon the  execution of this  Agreement,  and
thereafter  through  and  after  Closing,  neither  Seller  nor any of  Seller's
parents,  subsidiaries or affiliates, nor any person or entity controlled by any
of them, will (i) contest, directly or indirectly,  the Purchaser's right, title
and interest in and to the Proprietary  Rights or the validity,  transferability
or enforceability  thereof,  in whole or in part, with respect to any country or
jurisdiction  whatsoever,  nor will any of them voluntarily assist or aid others
in so doing or (ii) make,  use,  offer for sale or sell, or grant any license or
consent to make,  use,  offer for sale or sell,  in any country or  jurisdiction
whatsoever,   any   trademarks,   works  of  authorship,   inventions  or  other
intellectual properties (as comprised of the categories and examples encompassed
by the Proprietary  Rights),  that infringe,  convert,  misappropriate,  dilute,
violate,  injure or conflict with any of the Proprietary Rights, or constitute a
copy,  adaptation  or  colorable  imitation  of  any  items  encompassed  by the
Proprietary Rights, or bear a substantial or confusing similarity thereto.

     7.8 Packing of Products. Purchaser shall engage Seller to pack the Products
(as defined in paragraph 2.1) on a non-exclusive basis after the Closing Date in
accordance  with the terms set  forth in  Schedule  7.8 for a period of five (5)
months  beginning  on the Closing  Date (the  "Packing  Period").  If during the
Packing Period,  Seller purchases  additional packaging inventory at Purchaser's
written request to fulfill its obligation to pack as provided hereinabove,  then
Purchaser shall reimburse  Seller for the cost of any such additional  packaging
inventory  that was so purchased and remains at six (6) months after the Closing
Date.  Seller will notify  Purchaser before Seller purchases any such additional
packaging inventory.

     7.9 IRI Contract.  Prior to and after the Closing Date Seller agrees to use
reasonable  efforts  (without more than minimal expense to Seller) to secure the
agreement of Information  Resources Inc. to exchange the services provided by it
under the terms of the IRI  Contract  for such other of its services in relation
to such type of products  and in such markets as may be  reasonably  required by
Purchaser and/or its affiliates.

8.       CONDITIONS TO OBLIGATIONS OF PURCHASER.

     The obligations of Purchaser under this Agreement are subject,  on or prior
to  the  Closing  Date,  to the  fulfillment  in all  material  respects  of the
following  conditions  precedent,  each of which may be waived in writing at the
sole discretion of Purchaser:

     8.1  Closing  Actions.   Seller  shall  have  executed  and  delivered  all
agreements,  certificates and  instruments,  and shall have taken all such other
actions required of Seller under paragraph 4.2.

                                       16
<PAGE>

     8.2 Continued  Truth of  Representations  and  Warranties.  (i) Each of the
representations  and warranties of Seller in this Agreement shall be true in all
material  respects on and as of the Closing Date as though such  representations
and  warranties  were  made  on and as of such  date,  except  for  any  changes
permitted  by the terms hereof or  consented  to in writing by  Purchaser,  (ii)
Seller  shall have  performed  and complied  with all of the terms,  conditions,
obligations,  agreements  and  restrictions  required  by this  Agreement  to be
performed  or  complied  with by it prior to or on the Closing  Date,  and (iii)
Purchaser's  due diligence  investigation  shall not have disclosed any material
misstatement or omission by Seller.

     8.3 Consents of Third Parties.  Seller shall have received and delivered in
writing to Purchaser all requisite waivers,  consents and approvals of all third
parties whose  waiver,  consent or approval is required to be obtained by Seller
to  consummate  the  transactions   contemplated   hereby,  in  form  reasonably
satisfactory  to  Purchaser,   including  without  limitation,  the  consent  of
Information Resources,  Inc. to the assignment of the IRI Contract to Purchaser.
Seller  agrees to use its best  efforts to obtain such  waivers,  approvals  and
consents prior to the Closing Date,  provided that Seller shall not be obligated
to provide  compensation or other  consideration  to any third party in exchange
for any such waiver, consent or approval.

     8.4 Absence of Challenge. No action or proceeding by or before any court or
other  Governmental  Entity  shall have been  instituted  or  threatened  by any
Governmental  Entity  whatsoever  against  any of  the  parties  hereto,  or any
director,  officer,  employee or other  representative of Seller with respect to
this  Agreement or any  transaction  provided for herein or connected  herewith,
whether  preceding  the  execution  and  delivery of this  Agreement  or arising
subsequently.

     8.5  Litigation.  No action or  proceeding  shall have been  instituted  or
threatened by any public  authority  prior to the Closing Date before a court or
other  Governmental  Entity  of any  kind  for the  stated  purpose  or with the
probable  effect of enjoining or preventing the  consummation  of this Agreement
and the  transactions  contemplated  herein  or to  recover  damages  by  reason
thereof.  No action or  proceeding  shall have been  instituted  by any  private
person prior to the Closing Date before a court or other Governmental  Entity of
any kind with the probable effect of enjoining or preventing the consummation of
this Agreement and the transactions contemplated hereby.

     8.6 Absence of Material Adverse Change.  No event shall have occurred which
would have a  Materially  Adverse  Effect on the value of the Business or on the
condition (financial or otherwise),  operations,  assets, properties,  business,
prospects or results of operations of the Business.

9.       CONDITIONS TO OBLIGATIONS OF SELLER.

     The obligations of Seller under this Agreement are subject,  at the Closing
Date, to the  fulfillment in all material  respects of the following  conditions
precedent, each of which may be waived in writing at the discretion of Seller:

                                       17
<PAGE>

     9.1 Closing  Actions.  Purchaser  shall have  executed  and  delivered  all
agreements,  certificates and  instruments,  and shall have taken all such other
actions required of Purchaser under paragraph 4.2.

     9.2  Continued   Truth  of   Representations   and   Warranties.   (i)  The
representations and warranties made by Purchaser in this Agreement shall be true
in all  material  respects  on  and  as of  the  Closing  Date  as  though  such
representations  and warranties were made on and as of such date, except for any
changes permitted by the terms hereof or consented to in writing by Seller,  and
(ii)  Purchaser  shall have  performed and complied with all terms,  conditions,
obligations,  agreements  and  restrictions  required  by this  Agreement  to be
performed or complied with by it prior to or on the Closing Date.

     9.3  Litigation.  No action or  proceeding  shall have been  instituted  or
threatened by any public  authority  prior to the Closing Date before a court or
other  Governmental  Entity  of any  kind  for the  stated  purpose  or with the
probable  effect of enjoining or preventing the  consummation  of this Agreement
and the  transactions  contemplated  herein  or to  recover  damages  by  reason
thereof.  No action or  proceeding  shall have been  instituted  by any  private
person prior to the Closing Date before a court or other Governmental  Entity of
any kind with the probable effect of enjoining or preventing the consummation of
this Agreement and the transactions contemplated hereby.

10.      TERMINATION PRIOR TO THE CLOSING DATE.

     10.1  Termination.  Subject  to  paragraph  10.2,  this  Agreement  may  be
terminated and the purchase and sale of the Purchased Assets contemplated hereby
may be abandoned at any time prior to the Closing Date:

     (a) by mutual consent of Purchaser and Seller;

     (b) by Purchaser or Seller,  without  liability to the terminating party on
account of such termination  (provided the terminating party is not otherwise in
default or in breach of this Agreement),  if the Closing shall not have occurred
by April 30, 2001 or such later date as may hereafter be mutually agreed upon by
the parties hereto; and

     (c) by Purchaser or Seller if the Closing shall be prohibited by any order,
decree or  injunction  of any  Governmental  Entity  and such  order,  decree or
injunction shall remain in effect after the parties hereto shall have used their
reasonable best efforts to have such order or decree reversed or such injunction
lifted.

     10.2 Effect on Obligations.  Termination of this Agreement pursuant to this
Article 10 shall terminate all obligations of the parties hereunder,  except for
the obligations under paragraph 14; provided, however, that termination pursuant
to paragraphs  10.1(b) or 10.1(c) shall not relieve the  defaulting or breaching
party from any liability to any other party hereto.

11.      SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

     Any  investigation or examination by Purchaser of the business,  properties
or affairs of Seller  shall not affect the  representations  and  warranties  of

                                       18
<PAGE>

Seller  herein  contained,  and  except as set forth in this  paragraph  11, the
respective  representations  and warranties of the parties  herein  contained in
Articles 5 and 6 shall  survive for a period of one year  following  the Closing
Date. The  representations and warranties set forth in paragraphs 5.1, 5.2, 5.10
and 6.3 shall  survive the  Closing and remain in full force and effect  without
limitation as to time.  The  respective  covenants and agreements of the parties
herein  contained  shall survive  indefinitely,  except as otherwise  limited by
their terms.

12.      INDEMNIFICATION.

     12.1  Indemnification by Seller.  Seller agrees to indemnify Purchaser hold
it harmless from any and all claims, losses,  liabilities,  actions or causes of
action,  assessments,  fines, damages,  penalties,  costs or expenses (including
reasonable attorneys' fees) (collectively,  "Purchaser Losses") which Purchaser,
or any of its officers,  directors,  parents or subsidiaries or other affiliates
(all of which are included in the term  "Purchaser" for purposes of this Article
12), may incur, suffer, become liable for or pay as a result of or in connection
with (a) the inaccuracy or breach of any agreement, covenant,  representation or
warranty of Seller contained in this Agreement, any Exhibit or Schedule or other
document or agreement to be delivered  pursuant  hereto  occurring or developing
during the period of survival of such  agreement,  covenant,  representation  or
warranty,  provided  that written  notice  thereof is given to Seller before the
expiration of any applicable  period of survival;  (b)  non-compliance  with any
applicable  bulk  sales  law,  registration  of  bills  of sale  law,  or  other
applicable  law for the  protection  of  creditors,  except  for such  Purchaser
Losses, resulting from Purchaser's failure to pay or discharge in due course any
Assumed Liability; (c) any assertion against Purchaser of any claim or liability
of Seller not expressly assumed hereunder by Purchaser pursuant to paragraph 2.2
(including,  but not  limited to any  amounts  for which  Seller is  responsible
pursuant to paragraph 2.3); (d) unless expressly assumed by Purchaser hereunder,
the assertion against Purchaser by any person, firm, corporation or Governmental
Entity of any obligation or liability of Seller relating to periods prior to, or
existing  on,  the  Closing  Date  and  thereafter  accrued,  including  without
limitation,  tax claims or  liabilities;  (e) any amounts  paid in good faith by
Purchaser  to or  charged  to  Purchaser  by its  customers  in respect of goods
purchased by Seller's  customers on or before the Closing Date;  (f) the failure
of Seller to obtain  necessary  consents to  assignment  of any of the Purchased
Assets;  or (g)  any and  all  actions,  suits,  proceedings,  claims,  demands,
assessments,  judgments,  costs and expenses incident to any of the foregoing or
in enforcing this  indemnity.  Purchaser shall give Seller prompt written notice
of any  claim,  suit or  demand  which  Purchaser  believes  will  give  rise to
indemnification  by Seller under this  paragraph;  provided,  however,  that the
failure to give such notice shall not affect the  liability of Seller  hereunder
unless the  failure to give such notice  adversely  and  materially  affects the
ability  of  Seller to defend  itself  against a claim or to cure the  breach or
inaccuracy  giving  rise to the claim for  indemnification  on account  thereof.
Except as  hereinafter  provided,  Seller  shall have the right to defend and to
direct the defense against any such claim,  suit or demand,  at Seller's expense
and with counsel of Seller's own  choosing,  which  counsel  shall be reasonably
satisfactory to Purchaser.  Purchaser shall, at Seller's  expense,  cooperate in
the defense of any such claim, suit or demand. If Seller, within reasonable time
after notice of a claim,  fails to defend  Purchaser or if the facts giving rise
to indemnification  hereunder shall involve a possible claim by Purchaser or any
of  its  affiliates  against  a  third  party,  or the  facts  concern  a  claim
constituting  or challenging any material rights or assets of Seller acquired by
Purchaser pursuant to this Agreement or seeking an injunction or other equitable
relief against  Purchaser or any of its affiliates,  Purchaser shall be entitled

                                       19
<PAGE>

to undertake the defense,  compromise or settlement of such claim at the expense
of and for the  account  and risk of  Seller  subject  to the right of Seller to
assume the defense of such claim at any time prior to the settlement, compromise
or final  determination  thereof if the only issues  remaining  therein  involve
liability for, or the amount of, money damages to be assessed against Purchaser,
provided  Seller  will  not,  without  Purchaser's  written  consent,  settle or
compromise  any claim or consent to any entry of judgment which does not include
as an unconditional  term thereof the giving by the claimant or the plaintiff to
Purchaser a release from all liability in respect of such claim. Notwithstanding
anything contained herein to the contrary,  in no event shall Seller's aggregate
indemnification obligation for all Purchaser Direct Losses exceed the greater of
the  Purchase  Price set forth in Section 2.1 and  $750,000.00.  For purposes of
this Agreement the term  "Purchaser  Direct Losses" shall mean Purchaser  Losses
incurred or alleged by  Purchaser  and not arising from or related to any claims
made by any third  party or any  liability  incurred by  Purchaser  to any third
party or any amounts paid by Purchaser to any third party.  Seller shall have no
obligation  to  reimburse  Purchaser  under  this  Section  unless and until the
cumulative  aggregate  amount of such obligation  exceeds  $25,000.00.  Seller's
obligation   shall  only  be  with  respect  to  such  obligations  that  exceed
$25,000.00.

     12.2  Indemnification  by  Purchaser/Hansen.  Purchaser agrees to indemnify
Seller  and  hold it  harmless  from  any and  all any and all  claims,  losses,
liabilities,   actions  or  causes  of  action,  assessments,   fines,  damages,
penalties,  costs or expenses  (including  reasonable  attorneys'  fees),  which
Seller or any of its officers,  directors,  parents or other affiliates, (all of
which are  included in the term  "Seller"  for purposes of this Article 12), may
incur,  suffer or become liable for as result of or in  connection  with (a) the
inaccuracy or breach of any agreement,  covenant,  representation or warranty of
Purchaser  contained in this Agreement or other document or agreement  delivered
pursuant  hereto  occurring or developing  during the period of survival of such
agreement,  covenant,  representation  or warranty,  including any claims by any
third parties alleging facts or  circumstances  which, if true, would constitute
such  inaccuracy  or breach,  provided that written  notice  thereof is given to
Purchaser  before the  expiration  of any period of survival;  (b) any assertion
against  Seller  of any  claim or  liability  of  Purchaser,  including  without
limitation those assumed hereunder by Purchaser or Hansen,  but excluding any as
to which  Purchaser is entitled to  indemnification  pursuant to paragraph 12.1;
(c)  the  assertion  against  Seller  by  any  person,   firm,   corporation  or
Governmental  Entity of any obligation or liability  caused by or resulting from
Purchaser's  ownership  or use of the  Purchased  Assets or the  conduct  of the
Business  following the Closing  hereunder,  including  without  limitation  any
liability  and  penalties  for taxes of  Purchaser;  or (d) any and all actions,
suits, proceedings, claims, demands, assessments,  judgments, costs and expenses
incident to any of the  foregoing or in enforcing  this  indemnity.  In case any
claim, suit or demand shall arise hereunder Purchaser shall have the same rights
and duties given to Seller under paragraph 12.1 hereof.

13.      EFFECTIVENESS OF THIS AGREEMENT.

     This  Agreement  shall become  effective upon the execution and delivery of
this Agreement (or  counterpart  thereof) by all parties hereto and shall not be
binding upon any party executing this Agreement (or  counterpart  thereof) until
executed by all parties hereto.


                                       20
<PAGE>


14.      EXPENSES.

     Except as may otherwise be expressly provided herein, Purchaser, on the one
hand, and Seller,  on the other hand, shall pay their own expenses in connection
with  this  Agreement  and  the  transactions   contemplated  hereby,  including
attorneys' and accountants' fees.

15.      SALES, USE, TRANSFER AND OTHER TAXES.

     Purchaser  shall  pay all  sales  taxes  and  transfer  taxes  incurred  in
connection with the transfer of the Purchased Assets by Seller to Purchaser.

16.      NOTICES.

     Any notices or other  communications  required or permitted hereunder shall
be in writing and shall be deemed given when:  actually  delivered to the person
to whom notice is directed;  on the date of the first attempted  delivery by the
U.S.  Postal Service if mailed by registered or certified  mail,  return receipt
requested,  postage prepaid;  on the date of first attempted delivery if sent by
documented overnight delivery service or, to the extent receipt is confirmed, by
telecopy to the parties  addressed as follows (or to such other address of which
the parties may have given notice in accordance with this paragraph 16):

                  In the case of Seller:

                  Vitality Beverages, Inc.
                  400 North Tampa Street
                  Suite 1700
                  Tampa, Florida 33602
                  Attn: Chief Financial Officer
                  Telephone: (813) 273-5361
                  Fax: (813) 301-4635

                  with a copy to:

                  Carlton Fields, P.A.
                  P.O. Box 3239
                  Tampa, Florida 33601-3239
                  Attn: Michael Nolan
                  Telephone: (813) 223-7000
                  Fax: (813) 229-4133

                  In the case of Purchaser and Hansen:

                  c/o Hansen Beverage Company
                  1010 Railroad Street
                  Corona, California  92882
                  Attn:  Rodney C. Sacks
                  Telecopy No.:  (909) 739-6210
                  Confirmation No.:  (909) 739-6200



                                       21
<PAGE>

                  with a copy to:

                  Winston & Strawn
                  200 Park Avenue
                  New York, New York 10166
                  Attn:  Benjamin M. Polk, Esq.
                  Telecopy No.:  (212) 294-4700
                  Confirmation No.:  (212) 294-6700

17.      SUCCESSORS.

     This  Agreement  shall be  binding  upon and  inure to the  benefit  of the
parties  hereto  and  their  respective  successors  and  assigns,  except  that
Purchaser,  on the one hand,  and Seller,  on the other  hand,  shall not assign
their respective obligations hereunder, other than an assignment by Purchaser to
one of its subsidiaries or affiliates,  without the prior written consent of the
other party.

18.      PARAGRAPH HEADINGS.

     The paragraph headings are for the convenience of the parties and in no way
alter,  modify,  amend,  limit, or restrict the  contractual  obligations of the
parties.

19.      GOVERNING LAW; ARBITRATION.

     19.1 Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with the laws of the State of California  (without  giving effect to
the conflict of law provisions of such State).

     19.2  Arbitration.  Any  dispute,  controversy  or claim  arising out of or
relating to this Agreement 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 Seller and
Purchaser 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  Agreement,  or any breach  hereof,  including any claim
that this  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  attorneys'  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. The
obligations  herein to  arbitrate  shall not  prevent  any  party  from  seeking
temporary restraining orders,  preliminary  injunctions or other procedures in a

                                       22
<PAGE>

court of competent  jurisdiction to obtain interim relief when deemed  necessary
by such party and court to preserve the status quo or prevent irreparable injury
pending  resolution  by  arbitration  of the actual  dispute or to seek a remedy
specifically provided for in this Agreement.  All parties hereto acknowledge and
agree that the state and federal courts of the State of California are courts of
competent  jurisdiction  for purposes of this  paragraph and do hereby submit to
the  jurisdiction of the  appropriate  court in the State of California to which
the matter is first  submitted  by a party for  enforcement  of any  arbitration
award or to obtain any such interim relief as herein provided.

20.      ANNOUNCEMENTS.

     No press  releases,  announcements  or other  disclosure  relating  to this
Agreement or the transactions  contemplated herein will be made or issued to the
press,  employees,  customers,  suppliers or any other person  without the joint
approval  of  Purchaser  and Seller  (which  approval  will not be  unreasonably
withheld or delayed),  except that in the case of any public disclosure required
by law,  Seller's  approval  will not be required but Seller shall be afforded a
reasonable opportunity to review and comment upon the required disclosure.

21.      ENTIRE AGREEMENT.

     This  Agreement,  including  all  Schedules  and Exhibits  hereto,  and all
agreements to be delivered by the parties  pursuant hereto  represent the entire
understanding and agreement among the parties hereto with respect to the subject
matter  hereof and,  therefore,  supersede all prior  negotiations  between such
parties and cannot be amended,  supplemented or changed  orally,  but only by an
agreement in writing  which makes  specific  reference to this  Agreement or the
agreement  delivered pursuant hereto, as the case may be, and which is signed by
the  party  against  whom  enforcement  of any  such  amendment,  supplement  or
modification  is sought.  Either  party  hereto may,  only by an  instrument  in
writing,  waive  compliance by the other party hereto with any term or provision
of this  Agreement  on the part of such other party  hereto to be  performed  or
complied  with.  The  waiver  by any party  hereto of any  breach of any term or
provision of this Agreement shall not be construed as a waiver of any subsequent
breach.

22.      COUNTERPARTS.

     This  Agreement may be signed in two or more  counterparts,  each signed by
one or more of the parties  hereto so long as each party shall sign at least one
counterpart of this Agreement,  all of which taken together shall constitute one
and the same instrument.

     [The remainder of this page has been intentionally left blank.]


                                       23
<PAGE>



     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed as of the date first above written.

     PURCHASER:                         HANSEN JUNIOR JUICE COMPANY

                                        By:    /s/ RODNEY C. SACKS
                                               --------------------------
                                        Name:  Rodney C. Sacks
                                        Title: Chairman & CEO

     SELLER:                            PASCO JUICES, INC.

                                        By:    /s/ Greg Murray
                                               -------------------------
                                        Name:  Greg Murray
                                        Title: President / COO

     HANSEN:                            HANSEN BEVERAGE COMPANY

                                        By:    /s/ RODNEY C. SACKS
                                               -------------------------
                                        Name:  Rodney C. Sacks
                                        Title: Chairman & CEO



                                       24