Sample Business Contracts

Stock Option Agreement - Hansen Natural Corp. and Harold C. Taber Jr.

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                             STOCK OPTION AGREEMENT

     This Stock Option Agreement ("Agreement") is made as of June 20, 1997 by
and between Hansen Natural Corporation, a Delaware corporation (the "Company"),
and Harold C. Taber, Jr. ("Holder").

                              Preliminary Recitals

                  A. Holder,  the Company and Hansen Beverage Company ("HBC"), a
wholly-owned  subsidiary of the Company,  are parties to that certain  Severance
and  Consulting  Agreement of even date herewith (the  "Consulting  Agreement"),
providing  for the  termination  of  Holder's  employment  with  HBC  and  HBC's
engagement of Holder as a consultant.

                  B.  Pursuant to the Hansen  Natural  Corporation  Stock Option
Plan, and that certain Stock Option  Agreement dated as of June 30, 1995 between
the Company and Holder (the "1995 Option Agreement"), the Company granted Holder
a stock  option (the "1995  Option")  to  purchase  up to 180,000  shares of the
Company's  common stock,  par value $.005 per share (the "Common  Stock"),  at a
purchase price of $1.38 per share (the "1995 Exercise Price").

                  C. Pursuant to the Consulting Agreement the Company has agreed
to grant to Holder a stock  option  to  purchase  shares  of Common  Stock at an
exercise  price  equal to the 1995  Exercise  Price,  subject  to the  terms and
conditions  set forth  below,  in  consideration  of, among other  matters,  the
termination  of the  1995  Option  Agreement  and the  cancellation  of the 1995

                  NOW, THEREFORE, the Company and Holder agree as follows:

                  1. Grant of Stock Option. The Company hereby grants to Holder,
subject  to the  terms  and  conditions  set  forth  herein,  the  stock  option
("Option")  to purchase up to 100,000  shares of Common  Stock,  at the purchase
price of $1.38  per  share,  such  Option to be  exercisable  and  exercised  as
hereinafter provided.

                  2. Exercise Period.  The period during which the Option may be
exercised  shall  commence  on July 1,  1997 and shall  expire on June 30,  1999
unless the  Consulting  Agreement is  terminated by HBC for Cause (as defined in
the Consulting  Agreement) or unless the  Consulting  Agreement is terminated by
reason of the death of Holder. If the Consulting  Agreement is terminated by HBC
for  Cause,  the Option  shall  expire as of the date the  Consulting  Agreement
terminates.  If the Consulting  Agreement terminates due to Holder's death, then
the Option may be  exercised by the person or persons to which  Holder's  rights
under this Agreement  pass by will, or if no such person has such right,  by his
executors or  administrators,  within six months after the date of death, but no
later than June 30, 1999.

                  3. Exercise of Option

                         (a)  The  Option  may  be  exercised,   to  the  extent
                    exercisable  by its terms,  from time to time in whole or in
                    part  at any  time  prior  to the  expiration  thereof.  Any
                    exercise  shall be  accompanied  by a written  notice to the
                    Company  specifying  the  number of shares as to which  this
                    Option is being exercised (the "Option Shares").

                         (b)  Holder  hereby  agrees to notify  the  Company  in
                    writing  in  the  event  shares  acquired  pursuant  to  the
                    exercise of this Option are transferred,  other than by will
                    or by the laws of the descent and  distribution,  within two
                    years  after the date  indicated  above or  within  one year
                    after the issuance of such shares pursuant to such exercise.


                  4. Payment of Purchase Price Upon Exercise. At the time of any
exercise of the Option the purchase price of the Option shall be paid in full to
the  Company  in  either  of the  following  ways or in any  combination  of the
following ways:
                         (a)  By check or other immediately available funds.

                         (b)  With  property  consisting  of  shares  of  Common
                    Stock(The shares of Common Stock to be used as payment shall
                    be valued as of the date of  exercise  of the  Option at the
                    Closing  Price as  defined  below.  For  example,  if Holder
                    exercises  the option for 4,000  shares at a total  exercise
                    price of $8,000, assuming exercise price of $2.00 per share,
                    and the  Closing  Price is  $5.00,  he may pay for the 4,000
                    Option Shares by  transferring  1,600 shares of Common Stock
                    to the Company.)

                         (c) For purposes of this  Agreement,  the term "Closing
                    Price" means,  with respect to the  Company's  Common Stock,
                    the last  sale  price  regular-way  or, in case no such sale
                    takes place on such date, the average of the closing bid and
                    asked  prices   regular-way   on  the   principal   national
                    securities  exchange on which the  securities  are listed or
                    admitted to trading;  or, if they are not listed or admitted
                    to trading on any  national  securities  exchange,  the last
                    sale price of the securities on the consolidated transaction
                    reporting  system of the National  Association of Securities
                    Dealers ("NASD"),  if such last sale information is reported
                    on such  system or, if not so  reported,  the average of the
                    closing  bid  and  asked  prices  of the  securities  on the
                    National   Association  of  Securities   Dealers   Automatic
                    Quotation System ("NASDAQ") or any comparable system, if the
                    securities are not listed on NASDAQ or a comparable  system,
                    the average of the closing bid and asked prices as furnished
                    by two members of the NASD selected from time to time by the
                    Company for that purpose.

                  5. Purchase for Investment; Resale Restrictions. Unless at the
time of exercise of the Option there shall be a valid and effective registration
statement  under  the  Securities  Act  of  1933  ("`33  Act")  and  appropriate
qualification  and registration  under applicable state securities laws relating
to the Option  Shares being  acquired,  Holder shall upon exercise of the Option
give a  representation  that he is acquiring such shares for his own account for
investment and not with a view to, or for sale in connection with, the resale or
distribution of any such shares. In the absence of such registration  statement,
Holder shall execute a written affirmation, in a form reasonably satisfactory to
the Company,  of such investment intent.  Holder further agrees that he will not
sell or transfer any Option  Shares until he requests and receives an opinion of
the Company's counsel or other counsel reasonably satisfactory to the Company to
the effect that such proposed sale or transfer will not result in a violation of
the `33 Act, or a  registration  statement  covering the sale or transfer of the
shares has been declared effective by the Securities and Exchange Commission, or
he obtains a no-action  letter from the Securities and Exchange  Commission with
respect to the proposed transfer.

                  6.  Nontransferability.  The Option shall not be  transferable
other  than by will or by the  laws of  descent  and  distribution.  During  the
lifetime of Holder, the Option shall be exercisable only by Holder.

                  7. Adjustments.  In the event of any change in the outstanding
Common  Stock of the  Company by reason of any stock  recapitalization,  merger,
consolidation,  combination or exchange of shares, the kind of shares subject to
the Option and the purchase price per share (but not the number of shares) shall
be  appropriately  adjusted  consistent  with such  change in such manner as the
Board of  Directors of the Company may deem  equitable.  In the event of a stock
dividend or stock split the kind of shares, the purchase price per share and the
number of shares shall be appropriately adjusted, consistent with such change in
such manner as the Board of Directors may deem equitable. Any adjustment so made
shall be final and binding on Holder.  No  adjustments  shall be made that would
have the effect of  modifying an Option  under  Internal  Revenue Code " 422 and


                  8. No Rights as Stockholder.  Holder shall have no rights as a
stockholder  with  respect to any shares of Common  Stock  subject to the Option
prior to the date of issuance to him of a certificate or  certificates  for such

                  9. Compliance with Law and Regulation.  This Agreement and the
obligation of the Company to sell and deliver  shares of Common Stock  hereunder
shall be subject to all applicable federal and state laws, rules and regulations
and to such approvals by any government or regulatory agency as may be required.
If at any time the Board of Directors of the Company  shall  determine  that (i)
the listing, registration or qualification of the shares of Common Stock subject
or related  thereto upon any  securities  exchange or under any state or federal
law,  or (ii) the  consent or approval of any  government  regulatory  body,  is
necessary  or desirable  as a condition  of or in  connection  with the issue or
purchase of shares of Common Stock hereunder, the Option may not be exercised in
whole or in part  unless such  listing,  registration,  qualification,  consent,
approval  or  agreement  shall  have  been  effected  or  obtained  free  of any
conditions  not acceptable to the Board of Directors.  Moreover,  the Option may
not be  exercised  if its  exercise  or the  receipt  of shares of Common  Stock
pursuant thereto would be contrary to applicable law.

                  10. Tax Withholding  Requirements.  The Company shall have the
right to require Holder to remit to the Company an amount  sufficient to satisfy
any federal,  state or local withholding tax requirements  prior to the delivery
of any certificate or certificates for Common Stock.

                  11. Fractional Shares.  Notwithstanding any other provision of
this Agreement,  no fractional shares of stock shall be issued upon the exercise
of the Option and the Company  shall not be under any  obligation  to compensate
Holder in any way for such fractional shares.

                  12.  Notices.  Any notice  hereunder  to the Company  shall be
addressed to it at its offices at 2401 East Katella Avenue,  Suite 650, Anaheim,
California  92806,  Attention:  Rodney C. Sacks with a copy to Benjamin M. Polk,
Esq.,  Whitman Breed Abbott & Morgan, 200 Park Avenue, New York, New York 10166,
and any notice  hereunder to Holder  shall be addressed to him at 1421  Brighton
Street,  La Habra,  California  90631,  subject to the right of either  party to
designate at any time hereafter in writing some other address.

                  13. Amendment. No modification,  amendment or waiver of any of
the  provisions  of  this  Agreement  shall  be  effective   unless  in  writing
specifically referring hereto, and signed by both parties.

                  14. Governing Law. This Agreement shall be construed according
to the  laws of the  State  of  Delaware  and all  provisions  hereof  shall  be
administered  according to and its validity shall be determined  under, the laws
of such State, except where preempted by federal laws.

                  15. Counterparts.  This Agreement may be executed in one or
more counterparts, each of which shall constitute one and the same instrument.

                  IN WITNESS WHEREOF, Hansen Natural Corporation has caused this
Agreement  to be executed by a duly  authorized  officer and Holder has executed
this Agreement both as of the day and year first above written.

                                                   HANSEN NATURAL CORPORATION