Exhibit 10.2

                            Production Agreement
                 For The Processing of Branded Milk Products

      1.    Introduction. This Agreement is made this 15th day of September
2005, by and between

            A. Bravo! Foods International Corp. (Bravo!)
               11300 U.S. Highway 1, Suite 202
               North Palm Beach, Florida 33408
               Registered in the State of Delaware No. 2619440
               Vice President, General Counsel, Corporate Secretary:
                Roy D. Toulan, Jr.

            B. Oman National Dairy Products Co.Ltd. (S.A.O.G)
               P.O.Box 610, Ruwi, Postal Code 112, Sultanate of Oman
               Tel: (968) 591125, Fax : (968) 592147 / 590129
               General Manger: Ram N Ramachandran

      2.    Considerations. The parties in entering into this Agreement
have duly considered the following facts and events:

      2.1   By a Licensing Agreement with Marvel Enterprises, Inc. (Marvel
            Comics), dated, September 1, 2005 (the "Marvel License"),
            Bravo! has the licensed rights to utilize certain property of
            Marvel Comics, consisting of the fictional cartoon characters,
            including the names of such characters and all artwork
            associated with such characters (the Marvel Licensed Property),
            and other licensed property which Bravo! and Oman National
            Dairy Products Co. Ltd. from time to time may agree to
            incorporate into this Agreement, as set forth and amended in
            Schedule 2.1 attached to this Agreement.

      2.2   Bravo! has obtained registered trademarks for Slammers(r)
            Fortified Reduced Fat Milk, and Slim Slammers(r) Low Fat Milk
            including all associated artwork (the Bravo! Licensed
            Property).

      Bravo! has the rights to utilize the Marvel Licensed Property and the
      Bravo! Licensed Property in connection with the advertising and
      promotion, manufacture, distribution and sale of milk products,
      including novelty frozen milk products (collectively, the Branded
      Milk Products).

      2.3   Bravo! has developed ingredient formulas for flavored milks
            (Flavor Ingredients) for use in conjunction with the production
            of Branded Milk Products.

      2.4   Bravo! has designed a program to assist Oman National Dairy
            Products Co. Ltd. in the processing and sale of the Branded
            Milk Products including promotional, marketing, product
            development and design support for advertising and promotion.


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      2.5   Oman National Dairy Products Co. Ltd.is desirous of
            participating in the promotion, processing, manufacture,
            distribution and sale of the Branded Milk Products and other
            branded food products within Oman National Dairy Products Co.
            Ltd.network area of processing and distribution (Territory),
            pursuant to the terms and conditions of this Agreement.

      2.6   Definitions. As used in this Agreement, the listed terms have
            the following meanings:

            2.6.1  "Approved Suppliers" means a supplier of Flavor
                   Ingredients or packaging for the Branded Milk Product
                   that is approved in writing by Bravo!, which approval
                   shall not be unreasonably withheld.

            2.6.2  "Branded Milk Products" means the milk products for which
                   Bravo! has the licensed rights to utilize Licensed
                   Property in connection with the advertising and
                   promotion, manufacture, distribution and sale thereof.

            2.6.3  "Flavor Ingredients" means ingredient formulas and actual
                   flavors for flavored milks for use in conjunction with
                   the processing of Branded Milk Products, which have been
                   developed by Bravo! in conjunction with Oman National
                   Dairy Products Co. Ltd. for use with the Marvel Licensed
                   Property and Bravo! Licensed Property. The parties agree
                   and acknowledge that the Flavor Ingredients will be
                   formulated to meet the flavor profiles appropriate for
                   local taste preferences.

            2.6.4  "Initial Term" means the following:

                  2.6.4.1 A term on two (2) years with respect to the
                          Bravo! Licensed Property and any Other Licensed
                          Property that is not dependent upon the Marvel
                          License

                  2.6.4.2 a term coterminous with the initial term of the
                          Marvel License, which expires March 31, 2007,
                          with respect to the Marvel Licensed Property and
                          any Other Licensed Property that is dependent
                          upon the Marvel License

            2.6.5  "Kit" or "Kits" means the basic quantity of Flavor
                   Ingredients for a specified flavor plus the Production
                   Rights as granted herein. The compensation paid to Bravo!
                   for the grant of the Production Rights under this
                   Agreement shall be paid by Oman National Dairy Products
                   Co. Ltd. purchase of Kits from Bravo!. The charge for
                   each Kit shall be for specified Flavor Ingredients and
                   for the grant of Production Rights, as set forth in and
                   as governed by Section 3.9 herein.

            2.6.6  "Marvel Licensed Property" refers to the fictional
                   cartoon characters of Marvel Comics and other properties
                   that may be added from time to time to Schedule 2.1,
                   including the names of such characters and all artwork
                   associated with such characters. The Marvel License
                   requires either


<PAGE>  2


                   multiple characters on packaging or at least four
                   separate packages (flavors) each bearing a different
                   Marvel character.

            2.6.7  "Other Branded Food Products" and "Other Licensed
                   Property" shall mean food products other than Banded Milk
                   Products that in the future may be included within the
                   Marvel Licensed Property and the Bravo! Licensed
                   Property.

            2.6.8  "Production Rights" means the right to process,
                   manufacture, promote, distribute, sell and otherwise
                   market the Branded Milk Products in the Territory.

            2.6.9  "Territory" means Oman National Dairy Products Co. Ltd.
                   areas of processing and distribution as governed in
                   Schedule 2.7.9 attached to this Agreement.

      3.    Basic Agreement. In consideration of the mutual promises
contained in this Agreement, the parties agree to the following:

      3.1   Grant of Rights. Bravo! hereby grants to Oman National Dairy
            Products Co. Ltd. the right to process, promote, distribute,
            sell and otherwise market the Branded Milk Products (Production
            Rights) in the Territory, as set forth in Schedule 2.7.9. The
            grant of Production Rights provided herein does not constitute
            a license, sublicense or assignment of any license or
            intellectual property to Oman National Dairy Products Co. Ltd..
            Oman National Dairy Products Co. Ltd. shall be a co-
            packer/supplier of the branded Milk Products. The parties to
            this Agreement, from time to time, may agree to the grant of
            Production Rights to Oman National Dairy Products Co. Ltd.for
            Other Branded Food Products, as set forth and subject to the
            terms and conditions contained in Schedule 3.1, attached to
            this Agreement.

      3.2   Limitation of Grant. Subject to the provisions of Schedule
            2.7.9 and Schedule 3.1, this Agreement and the rights granted
            hereunder apply solely to the Branded Milk Products and nothing
            contained in this Agreement precludes or limits in any way the
            right of Oman National Dairy Products Co. Ltd.or Bravo! to
            process, promote, distribute, sell and otherwise market, either
            directly or indirectly, any of its other non-dairy products or
            services, even though such other products may be functionally
            similar and utilize components common to the Branded Milk
            Products.

      3.3   Term of Agreement. This Agreement shall be effective as of the
            date first set forth above and, unless otherwise terminated in
            accordance with the provisions hereof, and shall remain in
            effect for a term or two years with respect to the Bravo!
            Licensed Property, and otherwise coterminous with the Marvel
            License , the initial term of which expires March 31, 2007 This
            Agreement may be renewed at the end of the Initial Term or any
            extension by mutual agreement of the parties for a like term
            only if Oman National Dairy Products Co. Ltd. is not in default
            of any if its obligations under this Agreement. The renewal of
            this Production Agreement with respect to the Marvel Licensed
            Property shall be for a term


<PAGE>  3


            coterminous with the renewal term of the Bravo! - Marvel Comics
            License Agreement.

      3.4   Processor's Obligations. Oman National Dairy Products Co. Ltd.
            shall use reasonable commercial best efforts to actively
            promote the marketing, sale and distribution of the Branded
            Milk Products within the Territory. Without in any way limiting
            the generality of the foregoing, Oman National Dairy Products
            Co. Ltd. shall:

            3.4.1  Process, distribute and sell the Branded Milk Products in
                   a manner consistent with the highest industry standards
                   and procedures to insure the production, distribution and
                   sale of Branded Milk Products of the consistently highest
                   quality.

            3.4.2  Use reasonable commercial best efforts to promote sales
                   of the Branded Milk Products in the Territory.

            3.4.3  Oman National Dairy Products Co. Ltd. may request the
                   cooperation of Bravo! with respect to specific
                   promotions, which cooperation shall be pursuant to a
                   future agreement between the parties to this Agreement.

            3.4.5  Purchase and maintain the minimum inventory of Flavor
                   Ingredients, necessary to process the Branded Milk
                   Products, and approved packaging, as set forth in
                   Schedule 3.4.5 of this Agreement.

            3.4.6  Purchase all its requirements for Flavor Ingredients from
                   Bravo! and Packaging Supplies from suppliers approved by
                   Bravo! (Approved Suppliers). Such approvals shall be in
                   writing by Bravo!. Oman National Dairy Products Co. Ltd.
                   may change suppliers with the written approval of the
                   parties. Nothing in this Agreement waives Oman National
                   Dairy Products Co. Ltd. right to return non-conforming
                   Flavor Ingredients directly to an Approved Supplier.

            3.4.7  Use advertising, promotional materials, media releases,
                   marketing materials and product packaging for the Branded
                   Milk Products approved in writing by Bravo! and Marvel
                   Comics.

            3.4.8  Undertake approved appropriate promotional and
                   advertising campaigns at Oman National Dairy Products Co.
                   Ltd. expense and at its discretion to stimulate sales of
                   the Branded Milk Products within the Territory, using
                   materials developed in cooperation with Bravo!.

            3.4.9  Not engage in the sale, distribution, or processing of
                   other branded flavored milk products within the
                   Territory, during the Initial Term, which are competitive
                   with the Branded Milk Products or Other Branded Food
                   Products, without the written approval of Bravo!, which
                   consents will not be withheld unless such activity would,
                   in the reasonable judgment of Bravo!, prevent Oman
                   National Dairy Products Co. Ltd. fulfilling its
                   obligations under this Agreement. Nothing in this Section
                   3.4.9 shall be


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                   deemed to prohibit Oman National Dairy Products Co. Ltd.
                   from processing, marketing, distributing or selling its
                   competing branded products that are currently sold in the
                   Territory. Should Oman National Dairy Products Co. Ltd.
                   violate the terms of this Section 3.4.9, the grant of
                   Production Rights herein shall not be exclusive.

            3.4.10 Use its best reasonable efforts to protect patents,
                   trademarks, copyrights and proprietary rights of the
                   owners in and to the Marvel Licensed Property and Bravo!
                   Licensed Property; Oman National Dairy Products Co. Ltd.
                   shall promptly report any infringements of which Oman
                   National Dairy Products Co. Ltd. becomes aware and shall
                   cooperate with Bravo! in its efforts to protect its
                   intellectual property rights.

            3.4.11 Submit reports to Bravo! as follows:

                   (a)   at least thirty (30) days prior to the start of
                         each calendar quarter, a forecasted schedule of
                         Flavored Ingredients to be delivered for the next
                         calendar quarter.

                   (b)   on a monthly basis, such other reports regarding
                         matters limited to the purposes of this Agreement,
                         including sales reports for the Branded Milk
                         Products, and payable and purchasing history
                         reports for Flavor Ingredients and packaging
                         supplies.

            3.4.12 Promptly pay invoices for Kits submitted to it by Bravo!
                   as provided in Section 3.6.2 herein.

      3.5   Processor's Expenses. Unless otherwise agreed in writing, no
            compensation or other expenses shall be paid by Bravo! to Oman
            National Dairy Products Co. Ltd for the performance of the
            duties set forth in this Production Agreement. Oman National
            Dairy Products Co. Ltd. sole compensation will arise from the
            sale of the Branded Milk Products.

      3.6   Ordering Procedures. During the term of this Agreement, Oman
            National Dairy Products Co. Ltd. shall order Kits only pursuant
            to the procedures set forth in this section.

            3.6.1  Oman National Dairy Products Co. Ltd. shall not place a
                   purchase order for Flavor Ingredients directly with an
                   Approved Supplier of such goods.

            3.6.2  To order Kits including Flavor Ingredients, Oman
                   National Dairy Products Co. Ltd. shall follow the
                   procedures set forth in Schedule 3.6.2 attached to this
                   Agreement.

      3.7   Obligations of Bravo!. During the term of this Agreement,
            Bravo! shall have the following obligations:

            3.7.1  Assist Oman National Dairy Products Co. Ltd. in product
                   development, new product line extension and secure all
                   appropriate approvals from


<PAGE>  5


                   Marvel Comics, as well as responsibility for packaging
                   design and development and Marvel Comics' approvals for
                   such packaging design.

            3.7.2  Payment of all guaranteed fees and royalties pursuant to
                   the Marvel License.

            3.7.3  Provide marketing support for advertising by Oman
                   National Dairy Products Co. Ltd., within the guidelines
                   set forth in this Section 3.7.3. Where appropriate and
                   based upon the written agreement of the parties, Bravo!
                   shall assist in the creative aspects of the development
                   and production of advertising and promotion concepts.
                   Oman National Dairy Products Co. Ltd. shall be
                   responsible for the development and media costs of such
                   advertising and promotions.

            3.7.4  Where appropriate and upon the written agreement of the
                   parties to this Agreement, Bravo! shall assist Oman
                   National Dairy Products Co. Ltd. in the development of
                   marketing support programs to help increase sales and
                   profits for the Branded Milk Products and Other Branded
                   Food Products, including co-op marketing programs.

      3.8   Orders and Minimum Inventory. Upon execution of this Agreement,
            Oman National Dairy Products Co. Ltd. shall have the following
            obligations concerning orders and inventory:

            3.8.1  Oman National Dairy Products Co. Ltd. shall purchase
                   approved packaging and Kits used to process the Branded
                   Products and Other Branded Food Products in amounts not
                   less than those set forth in Schedule 3.4.5 attached to
                   this Agreement, as provided in Schedule 3.4.5 attached
                   to this Agreement.

            3.8.2  Oman National Dairy Products Co. Ltd. shall order Kits
                   in accordance with the procedures established by and
                   between Oman National Dairy Products Co. Ltd. and Bravo!
                   as set forth in Section 3.6 of this Agreement.

            3.8.3  Flavor Ingredients and packaging supplies shall be
                   shipped to Oman National Dairy Products Co. Ltd. without
                   any risk of loss to Bravo!. All freight, insurance, duty
                   and value added, sales, use and excise taxes applicable
                   to or levied on the sale of such Flavor Ingredients and
                   packaging supplies shall be paid by Oman National Dairy
                   Products Co. Ltd. in addition to the current prices for
                   such Flavor Ingredients and supplies. The parties agree
                   and acknowledge that, unless it is commercially
                   unreasonable to do so, or unless otherwise agreed to by
                   the parties, the Flavor Ingredients and supplies shall
                   be sourced FOB from facilities of Approved Suppliers
                   that are closest to Oman National Dairy Products Co.
                   Ltd.

      3.9   Prices and Payment. Oman National Dairy Products Co. Ltd. shall
            be charged an invoice amount by Bravo! for Kits and Oman
            National Dairy Products Co. Ltd. shall pay such invoice(s) in
            accordance with the following:


<PAGE>  6


            3.9.1  Such invoiced amounts shall be based upon and consist of
                   the following components: (a) a fee for Flavor
                   Ingredients and (b) a fee for Production Rights.

            3.9.2  The pricing reflected in such invoices shall be in
                   accordance with the matters set forth in Schedule 3.9.2,
                   attached to this Agreement.

            3.9.3  Payment of invoices by Oman National Dairy Products Co.
                   Ltd. shall be in accordance with the procedures set
                   forth in Schedule 3.6.2 attached to this Agreement.

      4.    Other Material Provisions. In addition to the foregoing, the
parties for good and valuable consideration agree as follows:

      4.1   Insurance: During the term of this Agreement, Oman National
            Dairy Products Co. Ltd. shall obtain and maintain, at its own
            expense, adequate product liability insurance with limits of
            $2,000,000 for each occurrence. Upon written request, Oman
            National Dairy Products Co. Ltd. shall produce to Bravo! a
            fully paid policy or certificate of insurance evidencing the
            insurance coverage stipulated in this Section. Oman National
            Dairy Products Co. Ltd. shall use its best efforts to increase
            the coverage stipulated herein to $3,000,000 as soon as
            possible but in no event later than January 1, 2006.

      4.2   Indemnification.

            4.2.1  Except with respect to claims arising by reason of
                   defective Flavor Ingredients, Oman National Dairy
                   Products Co. Ltd. shall, at its expense, defend any
                   claim, action or proceeding instituted against Bravo!
                   and Marvel Comics for any injury or damage to consumers
                   of the Branded Milk Products. Oman National Dairy
                   Products Co. Ltd. shall hold harmless Marvel Comics and
                   Bravo! with respect to such injury or damage to such
                   consumers arising out of or as a result of the
                   processing, distribution or sale of the Branded Milk
                   Products and Other Branded Food Products by Oman
                   National Dairy Products Co. Ltd., Such indemnification
                   shall include, but not be limited to, monetary damages
                   and costs awarded by final judgment in such claim,
                   action or proceeding, as well as attorneys fees.

            4.2.2  Bravo! shall, at its expense, defend any claim, action
                   or proceeding instituted against Oman National Dairy
                   Products Co. Ltd. and hold Oman National Dairy Products
                   Co. Ltd. harmless for any injury or damage to Oman
                   National Dairy Products Co. Ltd. arising out of or as a
                   result of Oman National Dairy Products Co. Ltd. use of
                   the Marvel Licensed Property or the Bravo! Licensed
                   Property in accordance with and pursuant to the terms
                   and conditions of this Agreement.


<PAGE>  7


            4.2.3  Bravo! shall, at its expense, replace any defective
                   Flavor Ingredients that are not replaced by the Approved
                   Supplier, where the defect is the responsibility of such
                   Approved Supplier.

      4.3   Name and Trademarks.

            4.3.1  All trademarks, trade names, and copyrights granted or
                   applied for in connection with the Marvel Licensed
                   Property or the Bravo! Licensed Property and related
                   documents are and shall remain the sole property of
                   Bravo! or Marvel Comics, as appropriate. Oman National
                   Dairy Products Co. Ltd. will not by its operations
                   hereunder acquire any right, title or interest thereto.
                   Oman National Dairy Products Co. Ltd. shall not alter or
                   remove any trade name, trademark or other identification
                   marks, symbols or labels, nor change or alter approved
                   artwork for packaging, promotional materials or
                   advertising in connection with the Branded Milk
                   Products, without the written consent of Bravo!.

            4.3.2  Use of any of the Marvel Licensed Property or the Bravo!
                   Licensed Property on any sales promotion, advertising,
                   stationery or other media produced by or for Oman
                   National Dairy Products Co. Ltd. may be done only with
                   the express written consent of Bravo!. Any actions or
                   representations made by Oman National Dairy Products Co.
                   Ltd. not expressly contained in this Agreement or in
                   published or written information provided by Marvel
                   Comics or Bravo! are made at Oman National Dairy
                   Products Co. Ltd. risk and shall constitute a material
                   default of this Agreement.

            4.3.3  Oman National Dairy Products Co. Ltd. shall have the
                   right to place its logo, and the logo of a regional
                   subsidiary where appropriate, on the Branded Milk
                   Products or Other Branded Foods Products. The size and
                   location of such logo shall be subject to the written
                   approval of Bravo!, which approval shall not be
                   unreasonably withheld.

            4.3.4  Oman National Dairy Products Co. Ltd. shall incorporate
                   the following information on all labels and promotional
                   materials used in connection with the Branded Milk
                   Products and Other Branded Food Products:

                         "Manufactured under a production agreement with
                         Bravo! Brands International Ltd.
                         www.bravobrands.com"

      4.4   Early Termination of This Agreement. The following terms and
            conditions shall control the circumstances under which this
            Agreement may be terminated before the end of the term hereof.

            4.4.1  If either Party to this Agreement shall breach its
                   obligations to perform its duties under this Agreement
                   or any Party to this Agreement shall be in material
                   default of any of the terms and conditions of this
                   Agreement, the party not in default may terminate this
                   Agreement by sending written notice to such effect to
                   the defaulting party, at least thirty (30) days prior to
                   the effective date thereof. Such termination shall be
                   effective on the date set forth in the notice,


<PAGE>  8


                   unless such defaulting party cures such default or
                   breach within such thirty (30) day period. Such right of
                   termination shall be in addition to and shall not
                   prejudice any other rights or claims that the
                   nondefaulting party may have against the defaulting
                   party either at law or in equity.

            4.4.2  In the event of the insolvency, bankruptcy or inability
                   to pay debts as and when due, or an assignment by any
                   party to this Agreement for benefit of creditors, or the
                   appointment of a receiver for all or a substantial part
                   of its business or property, or an attachment of any of
                   its assets lasting more than thirty (30) days, the non-
                   event party may, at its option, at any time after the
                   occurrence of such an event, immediately terminate this
                   Agreement by mailing written notice to the other party
                   that it elects to do so.

            4.4.3  In the event that Marvel Comics terminates the Marvel
                   License and the Marvel License is not reinstated within
                   ninety (90) days, this Agreement shall be void at the
                   option of Oman National Dairy Products Co. Ltd. and,
                   except as to the consequences of termination set forth
                   herein, shall have no further binding effect.

            4.4.4  Oman National Dairy Products Co. Ltd. has and will
                   continue to operate within the laws governing the
                   country.

            4.4.5  In the event that Oman National Dairy Products Co. Ltd.
                   is unable to sell, despite reasonable commercial
                   efforts, sufficient Branded Milk Products over the
                   initial six (6) months of the Initial Term to utilize at
                   least 70% of the minimum ordered Flavor Ingredients for
                   that period, and 100% of the minimum ordered Flavor
                   Ingredients for next six (6) month period, Bravo! shall
                   have the option of terminating this Agreement upon four
                   (4) months written notice.

      4.5   Consequences of Termination. Upon the termination of this
            Agreement pursuant to Section 4.4 of this Agreement, the
            respective parties shall have the following rights and
            obligations:

            4.5.1  Oman National Dairy Products Co. Ltd. shall return to
                   Bravo!, at Oman National Dairy Products Co. Ltd.
                   expense, all furnished proprietary, confidential or
                   material containing the Licensed Property for which Oman
                   National Dairy Products Co. Ltd. has not incurred a
                   purchase expense.

            4.5.2  The parties shall not by reason of the termination of
                   this Agreement, for any reason whatsoever, be liable to
                   each other for compensation, reimbursement or damages on
                   account of present or prospective loss of profits on
                   sales, goodwill, creation of clientele, salaries,
                   expenditures, investments or commitments made in
                   connection herewith.

            4.5.3  The provisions of this Section in no way will prohibit
                   or relieve Oman National Dairy Products Co. Ltd. from
                   continuing other business after the termination of this
                   Agreement or to continue to support any of Oman National
                   Dairy Products Co. Ltd. commitments and/or obligations.


<PAGE>  9


      4.6   Processor as an Independent Contractor. Oman National Dairy
            Products Co. Ltd. shall be deemed an independent contractor
            hereunder and, as such, Oman National Dairy Products Co. Ltd.
            shall not be nor hold itself out as an employee or agent to or
            representative of Bravo! or Marvel Comics. Oman National Dairy
            Products Co. Ltd. acknowledges that it does not have any
            authority to act for or in the name of Bravo! or Marvel Comics
            or to commit Bravo! or Marvel Comics in any manner whatsoever.
            Oman National Dairy Products Co. Ltd. indemnifies and holds
            harmless Bravo! and Marvel Comics for any damage or expenses
            arising from acts of Oman National Dairy Products Co. Ltd. in
            contravention to this Section.

      4.7   Nonassignability. Neither this Agreement nor any rights or
            obligations hereunder shall be assignable or transferable, in
            whole or in part, by operation of law or otherwise without the
            prior written consent of the other party, except that Bravo!
            may assign this Agreement without Oman National Dairy Products
            Co. Ltd. consent to a parent, to a wholly owned subsidiary or
            in connection with a transfer of all or substantially all its
            assets. Further, except as provided in Schedule 4.7 attached to
            this Agreement, Oman National Dairy Products Co. Ltd. shall
            not, without the prior written consent of Bravo! (which consent
            shall not be unreasonably withheld), enter into any agency
            agreement, co-pack or other or arrangement with respect to the
            processing, marketing, distribution or sale of the Branded Milk
            Products under this Agreement with non subsidiaries or non
            affiliates. Subject to the above, this Agreement shall be
            binding upon and shall inure to the benefit of the successors
            and assigns of the respective parties hereto.

      4.8   Notices. Unless otherwise specified in this Agreement, all
            notices required hereunder shall be in writing and shall be
            dispatched by prepaid first class mail, commercial telegraph or
            commercial international expedited delivery service to the
            addresses of the respective parties first set forth in this
            Agreement, or by verified facsimile or E-mail transmission, if
            such number or address has been provided in accordance with
            this Section. Any notice so given shall be deemed duly
            delivered (i) if by mail, seven days after mailing (except in
            the event of the inability of the postal service to deliver
            mail on a national basis), (ii) if by telegraph, facsimile or
            E-mail, upon transmission (iii) if by delivery service, upon
            delivery. The parties hereto may change its address for the
            purposes of this Agreement by giving the other party written
            notice.

      4.9   Force Majeure. In the event of fire, earthquake, explosion,
            strikes, war, act of any government agency, material or labor
            shortage, transportation contingency, act of God or any other
            causes beyond the control of Bravo!, or Force Majeure, Bravo!
            shall not be liable for any default in the performance of this
            Agreement arising therefrom and Oman National Dairy Products
            Co. Ltd. is bound to accept the delayed shipment or delivery
            made within a reasonable time. The same causes shall be
            sufficient excuse for the failure of Oman National Dairy
            Products Co. Ltd. to take and pay for the Flavor Ingredients
            ordered under this Agreement, except such as are in transit or
            have been received by Oman National Dairy Products Co. Ltd.,
            until such contingencies are removed. In the event such
            conditions cannot be corrected by the party affected within
            thirty (30) days from


<PAGE>  10


            the date of the occurrence of the condition, then the other
            party has the option to terminate this Agreement. The party
            claiming relief shall immediately notify the other parties in
            reasonable detail and estimate the interval necessary to
            correct such condition.

      4.10  Enforceability/Governing Law.

            4.10.1 If any provision or any portion of any provision of this
                   Agreement shall be held invalid, illegal or
                   unenforceable under either the laws of the United States
                   or the country in which Oman National Dairy Products Co.
                   Ltd. facilities are located, the remainder of this
                   Agreement shall remain valid and enforceable. Any waiver
                   by any party of any provision or breach of any provision
                   of this Agreement must be in writing. The failure of any
                   party to enforce at any time any provision hereof shall
                   not be construed to be a waiver of the right to enforce
                   such provision or of the provision itself.

            4.10.2 If any party deems it necessary to bring suit or retain
                   an attorney to enforce its rights under this Agreement,
                   the prevailing party in such dispute shall be entitled
                   to recover from the other party, in addition to any
                   judgment or award, reasonable attorneys' fees and court
                   costs related to such dispute.

            4.10.3 This Agreement shall be construed in accordance with the
                   laws of the United States (Delaware), and the parties
                   agree to resolve any disputes derived from the
                   interpretation, execution or enforcement of this
                   Agreement by means of Arbitration in accordance with the
                   International Arbitration Rules of the American
                   Arbitration Association.

      4.11  Entire Agreement. This Agreement contains the entire
            understanding between and among the parties hereto with respect
            to the subject matter hereof and supersedes any and all prior
            contracts, correspondence and discussions. This Agreement can
            be altered, amended or varied only by a written document signed
            by responsible officers of each party.

      4.12  Preeminence of Licensing Agreement. In the event of any
            conflict between a provision of this Agreement and the Marvel
            License with respect to the Marvel Licensed Property and the
            Branded Milk Products, the Marvel License shall control. Oman
            National Dairy Products Co. Ltd. acknowledges that it has
            reviewed the Marvel License and agrees to be bound by the terms
            and conditions thereof with respect to Oman National Dairy
            Products Co. Ltd. participation in the production, manufacture,
            promotion, distribution and sale of the Branded Milk Products,
            which incorporate the Marvel Licensed Property. Oman National
            Dairy Products Co. Ltd. agrees to execute a document that may
            be reasonably requested to effect the provisions of this
            Section.


<PAGE>  11


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

                                       Bravo! Foods International Corp.


                                       By  /s/
                                           ________________________________
                                           Roy D. Toulan, Jr.
                                           Vice President, General Counsel


COMMONWEALTH OF MASSACHUSETTS
COUNTY OF ESSEX

On this 15th day of September 2005, before me, the undersigned officer,
personally appeared Roy D. Toulan, Jr. known personally to me and
acknowledged that he is the Vice President, General Counsel of the above
named corporation, and that he, as such officer, being authorized so to do,
executed the foregoing instrument for the purposes therein contained, by
signing on behalf of the named as such officer.

      IN WITNESS WHEREOF I have hereunto set my hand and official seal.


                                       /s/
                                           ________________________________
                                           Notary Public
(Notary Seal)                              My Commission Expires:__________


                                       Oman National Dairy Products Co. Ltd.


                                       By  /s/
                                           ________________________________
                                           General Manger: Ram N Ramachandran


<PAGE>  12


                                                               Schedule 2.1

                              Licensed Property

The following characters as they appear in Marvel's comic book publications
sold at retail (excluding characters and/or the portrayal of characters in
comics based upon motion picture, television or home video versions)
("Marvel Classic Characters") limited to:

Marvel Heroes Classic Characters: Classic Marvel artwork for the co-mingled
character program known as Marvel Heroes and taken only and exclusively
from the dedicated Marvel Heroes Style Guide, as in effect from time to
time during the Term of the Agreement, featuring the character families of
Spider Man, X-Men, Hulk, Fantastic Four, Silver Surfer, Captain America,
Thor, Iron Man, Daredevil, Namor, Dr. Strange and Nick Fury as well as
other character as may be added to this program and featured in its style
guide from time to time. Marvel Heroes is specifically a co-mingled
character program meaning that all Marvel Heroes licenses shall feature
multiple characters in either of the two following ways: a) not less than
three equally represented characters on a single SKU (for example a bed
duvet, T-shirt or play-tent) or, subject to Marvel approval in writing on a
case-by-case basis, b) not less than four characters, one character per
SKU, equally represented on a repeat purchase collectible SKU line (for
example ballpoint pens, lollipops) whereby the product line is conceived,
branded, marketed, packaged and merchandised as a collectible multiple
character product line at all times.


                          Bravo! Licensed Property


     Slammers(R) including all associated artwork, logo and trade dress


<PAGE>  13


                                                             Schedule 2.7.9

                                  Territory

The Territory shall consist of the following:

      Saudi Arabia, Kuwait; Bahrain; Qatar; Oman; United Arab Emirates;
      Lebanon; Egypt; Jordan, Yemen,

      Oman National Dairy Products Co. Ltd. shall have processing
(manufacturing) rights in the Territory for the Branded Milk Products and
Other Branded Food Products. So long as Oman National Dairy Products Co.
Ltd is not in default of any material provision of this Agreement, no other
processor shall be granted production rights for the Branded Milk Products
in Territory without the written approval of Oman National Dairy Products
Co. Ltd.


<PAGE>  14


                                                               Schedule 3.1

                         Other Branded Food Products

      The parties to this Agreement recognize that, from time to time,
either party may desire to introduce a non Branded Milk Product into the
Territory utilizing the Marvel Licensed Property and/or the Bravo! Licensed
Property ("Other Branded Food Products"). The introduction of such Other
Branded Food Products shall be allowed only upon the agreement of the
parties.

      A party desiring to add Other Branded Food Product to this Agreement
for dale and distribution in the Territory shall first submit a written
proposal to the other party giving sufficient information concerning the
proposed Other Branded Food Products and the market to be addressed to
enable the receiving party to make an informed decision concerning the
addition of such product to this Agreement. An agreement of the parties
concerning the addition of Other Branded Food Products to this Agreement
shall be in writing.

      Any agreement of the parties to introduce Other Branded Food Products
in the Territory that utilize Marvel Licensed Property shall be subject to
approval by Marvel Comics, and the appropriate amendment of the Marvel
License to add such Other Branded Food Products as "Licensed Articles"
under the Marvel License.

      If Oman National Dairy Products Co. Ltd. does not desire to introduce
such Other Branded Food Products suggested by Bravo!, then Bravo! shall be
free to seek other producers of the suggested Other Branded Food Products
for sale and distribution within the Territory.


<PAGE>  15


                                                             Schedule 3.4.5

                              Initial Order And
                          Minimum Order Requirement

      Oman National Dairy Products Co.Ltd. shall submit an initial order
for 2,100Kg Kits contemporaneous with the execution of this Agreement (the
"Initial Order"). Oman National Dairy Products Co.Ltd. Shall have the
discretion to determine the number of Kits for each flavor ordered, so long
as the total number of Kits ordered for the Initial Order is at least
2,100Kg. Payment for the initial order shall be made contemporaneous with
the execution of this Agreement by wire transfer or Letter of Credit to the
designated US account of Bravo!

      Subsequent to the Initial Order, the minimum number of Kits that
shall be ordered in the future by Oman National Dairy Products Co.Ltd.
shall be 1,500Kg (the "Minimum Order Requirement"). This Minimum Order
Requirement shall be met by Oman National Dairy Products Co.Ltd. for each
calendar quarter during the term of this Agreement.

      The first quarter during which the Minimum Order Requirement applies
shall commence with the calendar quarter starting January 2006.

      Oman National Dairy Products Co.Ltd. shall have the discretion to
place one or more orders for Kits during each such calendar quarter and to
determine the number of Kits for each flavor ordered, so long as the total
number of Kits ordered for all flavors during each calendar quarter is at
least equal to the Minimum Order Requirement. The Parties, by mutual
agreement, may make adjustments to the Minimum Order Requirement, where and
when appropriate, and may set different Minimum Order Requirements for
different selling seasons, based upon a demonstrated history of significant
fluctuation in seasonal sales.

      The Minimum Order Requirement, and any adjustment thereto, shall be
in writing and executed by the Parties to this Agreement and shall be
deemed incorporated by reference herein.


<PAGE>  16


                                                             Schedule 3.6.2

                     Kit Ordering and Payment Procedures

1.    Oman National Dairy Products Co.Ltd. shall forward a purchase order
      to the address to be designated in writing by Bravo!, who shall be
      responsible for the processing of such order.

2.    Upon receipt of a copy of the purchase order, Bravo! shall issue
      promptly an invoice for the appropriate amount, payable in U.S.
      Dollars by Oman National Dairy Products Co.Ltd., and immediately
      forward such invoice to Oman National Dairy Products Co.Ltd.

3.    Bravo! shall record Oman National Dairy Products Co.Ltd. purchase
      order in its books and forward such order to the appropriate Approved
      Supplier of Flavor Ingredients, with instructions to commence
      production of the Flavor Ingredients immediately. The Approved
      supplier shall be instructed not to ship the Flavor Ingredients
      without the prior authorization of Bravo!.

4.    Upon Oman National Dairy Products Co.Ltd. receipt of the Bravo!
      Brands International invoice, Oman National Dairy Products Co.Ltd.
      shall cause to be issued an international Letter of Credit for the
      benefit of Bravo! Brands International, exercisable upon the
      presentation of evidence of the shipment of the Flavored Ingredients
      by the Approved Supplier to Oman National Dairy Products Co.Ltd.. The
      Letter of Credit shall be on terms and conditions satisfactory to and
      approved by Bravo! Brands International.

5.    Bravo! shall authorize the shipment of the Flavored Ingredients to
      Oman National Dairy Products Co. Ltd. against irrevocable L/C.

6.    The Production Rights granted by this Agreement attached to the
      Flavored Ingredients ordered by Oman National Dairy Products Co.Ltd.
      shall not become effective until such time as Bravo! authorizes the
      Approved Supplier to ship the Flavored Ingredients to Oman National
      Dairy Products Co.Ltd..

7.    The parties anticipate that the time between the placement of an
      order with the Approved Supplier of Flavor Ingredients and the
      shipment of the Flavor Ingredients to Oman National Dairy Products
      Co.Ltd. by the Approved Supplier shall not exceed 30 days.


<PAGE>  17


                                                             Schedule 3.9.2

                                   Pricing

Kit Cost Components:

      *     Ingredients (excluding stabilizer, raw milk, Sugar, and
            Coloring etc...)

      *     Production Rights Fee

Kit Size:

      *     25 Kg

Kit Costs (USD):

      Chocolate                      USD$ [REDACTED]

      Other Flavors                  USD$ [REDACTED]


The listed prices are net of a US$00.00 per kit marketing fund allowance by
Bravo! Oman National Dairy Has agreed to review and adjust prices in March
2006 in anticipation of International Milk Prices reductions.


<PAGE>  18


                                                               Schedule 4.7

                      Agents, Assignees and Co-Packers

      Oman National Dairy Products Co.Ltd. may utilize non subsidiary or
affiliated processors to process, market, distribute and sell the Branded
Milk Products in the Territory only upon the written modification of this
Schedule 4.7 by the parties to this Agreement. Bravo! recognizes the
potential need that Oman National Dairy Products Co.Ltd. may have to
utilize a co-pack arrangement to satisfy its business goals with respect to
this Agreement, and represents that its consent to such co-pack
arrangements shall not be unreasonably withheld.


<PAGE>  19