Exhibit 10.8

                            Production Agreement
                 For The Processing of Branded Milk Products

      1.    Introduction. This Agreement is made this day of December 2003,
by and between

            A. Bravo! Foods International Corp. (Bravo! Foods International)
            11300 U.S. Highway 1, Suite 202
            North Palm Beach, Florida 33408
            Registered in the State of Delaware No. 2619440
            Chief Executive Officer: Roy G. Warren

            B. Saudia Dairy & Foodstuff Company (SADAFCO)
            P.O. 5043 Jeddah 21422,
            Saudi Arabia
            Registered in Saudi Arabia No. 9917
            Managing Director: Ahmed Marzouki

            C. Ibrahim Nasir Ashemimry Establishment (Agent)
            Jeddah 21573
            Saudi Arabia
            540 Brickell Key Drive
            Miami, FL 33131
            Registered in Saudi Arabia No. 4030116702

      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, January 7, 2004, Bravo! Foods International 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 Licensed Property), and
            other licensed property which Bravo! Foods International and
            SADAFCO 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 trademarks for Slammers(TM) Fortified
            Reduced Fat Milk, and Slim Slammers(TM) Low Fat Milk including
            all associated artwork (the Bravo! Licensed Property).

      2.3   Bravo! Foods International has the rights to utilize the
            Licensed Property and the Bravo! Licensed Property in
            connection with the advertising and promotion, manufacture,
            distribution and sale of milk products (the Branded Milk
            Products).


<PAGE>  1


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

      2.5   Bravo! Foods International has designed a program to assist
            SADAFCO in the processing and sale of the Branded Milk Products
            including promotional, marketing, product development and
            design support for advertising and promotion.

      2.6   SADAFCO is desirous of participating in the promotion,
            processing, manufacture, distribution and sale of the Branded
            Milk Products, within SADAFCO's network area of processing and
            distribution (Territory), pursuant to the terms and conditions
            of this Agreement.

      2.7   By an Agency Agreement dated November 16, 2003, between Bravo!
            Foods International and Ibrahim Nasir Ashemimry, Bravo! Foods
            International has appointed Ibrahim Nasir Ashemimry as its
            Agent for the administration of the sale of kits and the
            monitoring of the promotion, distribution and resale of Branded
            Milk Products in the Middle East on a co-pack basis through
            third party dairies, including promotional, marketing and
            logistical support for the sale of Branded Milk Products, as
            the Agent of Bravo!.

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

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

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

            2.8.3 "Flavor Ingredients" means ingredient formulas and actual
                  flavors for flavored milks for use in conjunction with
                  the processing of Branded Milk Products, which h ave been
                  developed by Bravo! Foods International in conjunction
                  with SADAFCO for use with the Licensed Property. The
                  parties agree and acknowledge that he Flavor Ingredients
                  will be formulated to meet the flavor profiles
                  appropriate for local taste preferences.

            2.8.4 "Initial Term" means a term coterminous with the initial
                   term of the Bravo! Foods International License Agreement
                   with Marvel Comics., which expires February 1, 2005.


<PAGE>  2


            2.8.5 "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!
                  Foods International for the grant of the Production
                  Rights under this Agreement shall be paid by SADAFCO's
                  purchase of Kits from Bravo! Foods International. 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.

            2.8.6 "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.

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

            2.8.8 "Territory" means SADAFCO's areas of processing and
                  distribution as governed in Schedule 2.8.8 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! Foods International hereby grants to
            SADAFCO the exclusive right to process, promote, distribute,
            sell and otherwise market the Branded Milk Products (Production
            Rights) in the Territory, as set forth in Schedule 2.8.8. The
            grant of Production Rights provided herein does not constitute
            a license, sublicense or assignment of any license or
            intellectual property to SADAFCO. SADAFCO shall be a co-
            packer/supplier of the branded Milk Products.

      3.2   Limitation of Grant. Subject to the provisions of Schedule
            2.8.8, 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
            SADAFCO or Bravo! Foods International 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 coterminous with the Bravo! Foods
            International License Agreement with Marvel Comics, the initial
            term of which expires February 1, 2005 (the Initial Term). This
            Agreement may be renewed at the end of the Initial Term or any
            extension by mutual agreement of the parties


<PAGE>  3


            only if (a) the Bravo! Foods International - Marvel Comics
            License Agreement is renewed; and (b) SADAFCO is not in default
            of any if its obligations under this Agreement. The renewal
            this Production Agreement shall be for a term coterminous with
            the renewal term of the Bravo! Foods International - Marvel
            Comics License Agreement

      3.4   Processor's Obligations. SADAFCO shall use reasonable
            commercial 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,
            SADAFCO 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 efforts to promote sales of the
                  Branded Milk Products in the Territory.

            3.4.3 SADAFCO may request the cooperation of Bravo! Foods
                  International 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! Foods International and Packaging Supplies from
                  suppliers approved by Bravo! Foods International
                  (Approved Suppliers). Such approvals shall be in writing
                  by Bravo! Foods International. SADAFCO may change
                  suppliers with the written approval of the parties.
                  Nothing in this Agreement waives SADAFCO' 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! Foods
                  International.

            3.4.8 Undertake approved appropriate promotional and
                  advertising campaigns at SADAFCO's expense and at its
                  discretion to stimulate sales of the Branded Milk
                  Products within the Territory, using materials developed
                  in cooperation with Bravo! Foods International.

            3.4.9 Not engage in the sale, distribution, or processing of
                  other branded flavored milk products within the Territory
                  which are competitive with the


<PAGE>  4


                  Branded Milk Products, without the written approval of
                  Bravo! Foods International, which consents will not be
                  withheld unless such activity would, in the reasonable
                  judgment of Bravo! Foods International, prevent SADAFCO
                  fulfilling its obligations under this Agreement. Nothing
                  in this Section 3.4.9 shall be deemed to prohibit SADAFCO
                  from processing, marketing, distributing or selling its
                  competing branded products that are currently sold in the
                  Territory.

           3.4.10 Use its best reasonable efforts to protect patents,
                  trademarks, copyrights and proprietary rights of the
                  owners in and to the Licensed Property; SADAFCO shall
                  promptly report any infringements of which SADAFCO
                  becomes aware and shall cooperate with Bravo! Foods
                  International in its efforts to protect its intellectual
                  property rights.

           3.4.11 Submit reports to Bravo! Foods International 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 to SADAFCO 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, receivable aging 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!
                  Foods International as provided in Section 3.6.2 herein.

           3.4.13 Promptly pay invoices for packaging submitted to it by
                  Approved Suppliers. SADAFCO shall pay invoices for
                  packing submitted to it by Approved Suppliers according
                  to the terms and conditions agreed by and between SADAFCO
                  and those suppliers.

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

      3.6   Ordering Procedures. During the term of this Agreement, SADAFCO
            shall order Kits only pursuant to the procedures set forth in
            this section.

            3.6.1 SADAFCO 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, SADAFCO shall
                  follow the procedures set forth in Schedule 3.6.2
                  attached to this Agreement. The


<PAGE>  5


                  Agent shall be responsible the processing of SADAFCO's
                  order and for ordering Flavor Ingredients directly from
                  an Approved Supplier.

            3.6.3 SADAFCO shall pay promptly invoices for packaging issued
                  the Approved Supplier, in accordance with the terms and
                  conditions of such invoice.

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

            3.7.1 Assist SADAFCO in product development, new product line
                  extension and secure all appropriate approvals from
                  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 License Agreement.

            3.7.3 Provide marketing support for advertising by SADAFCO,
                  within the guidelines set forth in this Section 3.7.3.
                  Where appropriate and based upon the written agreement of
                  the parties, Bravo! Foods International shall be
                  responsible for the development and production of
                  advertising and promotion concepts. SADAFCO shall be
                  responsible for the media costs of running such
                  advertising and promotions, as approved by SADAFCO prior
                  to implementation. Bravo! Foods International shall
                  assist in the coordination of marketing programs with
                  Marvel Comics and manage all administrative functions of
                  such coordination.

            3.7.4 Where appropriate and upon the written agreement of the
                  parties to this Agreement, Bravo! Foods International
                  shall assist SADAFCO in the development of marketing
                  support programs to help increase sales and profits for
                  the Branded Milk Products, including co-op marketing
                  programs.

      3.8   Orders and Minimum Inventory. Upon execution of this Agreement,
            SADAFCO shall have the following obligations concerning orders
            and inventory:

            3.8.1 SADAFCO shall purchase approved packaging and Kits used
                  to process the Branded Products in amounts not less than
                  those set forth in a Schedule 3.4.5 attached to this
                  Agreement, as provided in Schedule 3.4.5 attached to this
                  Agreement.

            3.8.2 SADAFCO shall order Kits in accordance with the
                  procedures established by and between SADAFCO and Bravo!
                  Foods International as set forth in Section 3.6 of this
                  Agreement.


<PAGE>  6


            3.8.3 Flavor Ingredients and packaging supplies shall be
                  shipped to SADAFCO without any risk of loss to Bravo!
                  Foods International. 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 SADAFCO 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
                  SADAFCO.

      3.9   Prices and Payment. SADAFCO shall be charged an invoice amount
            by Bravo! Foods International for Kits and SADAFCO shall pay
            such invoice(s) in accordance with the following:

            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 SADAFCO 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, SADAFCO shall
            obtain and maintain, at its own expense, product liability
            insurance providing adequate protection for the parties to this
            Agreement and Marvel Comics against any such claims or suits in
            amounts no less than 1.5 million dollars (US $1,500,000) per
            occurrence, combined single limits. Upon written request,
            SADAFCO shall produce to the other parties to this Agreement a
            fully paid policy or certificate of insurance naming Bravo!
            Foods International, the Agent and Marvel Comics as additional
            insured parties and requiring that the insurer shall not
            terminate or materially modify such policy or certificate
            without written notice to the additional named insured parties
            at least twenty days (20) in advance thereof.

      4.2   Indemnification.

            4.2.1 Except with respect to claims arising by reason of
                  defective Flavor Ingredients, SADAFCO shall, at its
                  expense, defend any claim, action or proceeding
                  instituted against Bravo Foods International and Marvel
                  Comics for any injury or damage to consumers of the
                  Branded Milk Products. SADAFCO shall hold harmless Marvel
                  Comics, Bravo! Foods


<PAGE>  7


                  International and the Agent (i) 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 by SADAFCO, (ii) and claim, demand
                  or action made or taken against Marvel Comics or Bravo!
                  Foods International or the Agent arising out of SADAFCO's
                  failure to pay promptly an invoice of an Approved
                  Supplier, for which SADAFCO has the responsibility of
                  payment under this Agreement. 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! Foods International shall, at its expense, defend
                  any claim, action or proceeding instituted against
                  SADAFCO and hold SADAFCO harmless for any injury or
                  damage to SADAFCO arising out of or as a result of
                  SADAFCO's use of the Licensed Property or the Bravo!
                  Licensed Property in accordance with and pursuant to the
                  terms and conditions of this Agreement.

            4.2.3 Bravo! Foods International 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 Licensed Property or
                  the Bravo! Licensed Property and related documents are
                  and shall remain the sole property of Bravo! Foods
                  International or Marvel Comics, as appropriate. SADAFCO
                  will not by its operations hereunder acquire any right,
                  title or interest thereto. SADAFCO 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! Foods
                  International.

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

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


<PAGE>  8


            4.3.4 SADAFCO shall incorporate the following information on
                  all labels and promotional materials used in connection
                  with the Branded Milk Products:

                  "Manufactured under a production agreement with Bravo!
                  Foods International Corp. (Ibrahim Nasir Ashemimry, Agent
                  Middle East - i.ashemimry @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, 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 License
                  Agreement with Bravo! Foods International and such
                  License Agreement is not reinstated within ninety (90)
                  days, this Agreement shall be void and, except as to the
                  consequences of termination set forth herein, shall have
                  no further binding effect.

            4.4.4 SADAFCO has and will continue to operate within the laws
                  governing the Kingdom of Saudi Arabia. In the event the
                  Ministry of "The Presidency of Promotion of Virtues And
                  Prohibiting Vices", imposes rules, regulations,
                  restrictions or injunctions on SADAFCO, which prohibit
                  SADAFCO's performance of a material obligation under this
                  Agreement, SADAFCO will not be deemed to be in breach of
                  or held to the requirements of this Agreement with Bravo,
                  nor penalized in anyway whatsoever. In such an event,
                  this Agreement shall be void and, except as to the
                  consequences of termination set


<PAGE>  9


                  forth herein, shall have no further binding effect,
                  unless modified in writing by the parties to this
                  Agreement.

            4.4.5 In the event that SADAFCO is unable to sell, despite
                  reasonable commercial efforts, sufficient Branded Milk
                  Products over a six (6) month period to utilize at least
                  60% of the minimum ordered Flavor Ingredients for that
                  period, SADAFCO shall have the option of terminating this
                  Agreement upon four (4) months written notice to Bravo!
                  Foods International and the Agent.

      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 SADAFCO shall return to Bravo! Foods International, at
                  SADAFCO's expense, all furnished proprietary,
                  confidential or material containing the Licensed Property
                  for which SADAFCO 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 SADAFCO from continuing other business after the
                  termination of this Agreement or to continue to support
                  any of SADAFCO's commitments and/or obligations.

            4.5.4 Upon the termination of this Agreement pursuant to
                  Section 4.4.4 of this Agreement, Bravo! Foods
                  International agrees to repurchase from SADAFCO Flavor
                  Ingredients held in inventory by SADAFCO, up to a value
                  (based upon the cost of such inventory) of US$25,000.

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


<PAGE>  10


otherwise without the prior written consent of the other party, except that
Bravo! Foods International may assign this Agreement without SADAFCO'
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, SADAFCO shall not,
without the prior written consent of Bravo! Foods International, 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! Foods International, or Force Majeure, Bravo! Foods
International shall not be liable for any default in the performance of
this Agreement arising therefrom and SADAFCO 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 SADAFCO to take and pay for the
Flavor Ingredients ordered under this Agreement, except such as are in
transit or have been received by SADAFCO, until such contingencies are
removed. In the event such conditions cannot be corrected by the party
affected within thirty (30) days from 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 SADAFCO's 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


<PAGE>  11


                  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 country in which SADAFCO's facilities are
                  located, 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 Licensing Agreement
with respect to the Licensed Property and the Branded Milk Products, the
Licensing Agreement shall control. SADAFCO acknowledges that is has
reviewed the License Agreement and agrees to be bound by the terms and
conditions thereof with respect to SADAFCO' participation in the
production, manufacture, promotion, distribution and sale of the Branded
Milk Products, which incorporate the Licensed Property. SADAFCO agrees to
execute a document that may be reasonably requested to effect the
provisions of this Section.


                       [SIGNATURES ON FOLLOWING PAGES]


<PAGE>  12


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

                                  Bravo! Foods International Corp.




                                  By _________________________________
                                     Roy G. Warren, Chief Executive Officer


STATE OF FLORIDA
COUNTY OF PALM BEACH

On this ___ day of January 2004, before me, the undersigned officer,
personally appeared Roy G. Warren known personally to me to be the Chief
Executive Officer of the above named corporation, and that they, as such
officer, being authorized so to do, executed the foregoing instrument for the
purposes therein contained, by signing the name of the corporation by
themselves as such officer.

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


                                  _______________________
                                  Notary Public
(Notary Seal)


<PAGE>  13


                                  Saudia Dairy & Foodstuff Company




                                  By __________________________________
                                     Ahmed Marzouki, Managing Director




                                  Ibrahim Nasir Ashemimry Establishment




                                  ____________________________________
                                  Ibrahim Nasir Ashemimry, for Agent


<PAGE>  14


                                                               Schedule 2.1

                              Licensed Property

Marvel Enterprises, Inc.
------------------------

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, video games or any other
entertainment products) limited to:

Spider-Man, Peter Parker, Aunt May, Mary Jane Watson Parker, J. Jonah
Jameson, Green Goblin, Venom, Black Cat, Kraven the Hunter.

Beast, Colossus, Cyclops, Gambit, Archangel, Jean Grey, Professor X,
Psylocke, Rogue, Storm, Wolverine, Iceman, Bishop and Cable, Juggernaut,
Magneto, Sabretooth, Sentinels, Blob, Apocalypse, Mystique and Toad.

Mr. Fantastic, The Thing, The Human Torch, The Invisible Woman, Dr. Doom
and Mole Man.

The Incredible Hulk, Abomination, The Leader.

Captain America, Iron Man

Daredevil, Elektra and Kingpin.

The following characters as they appear in the Spider-Man and Friends kids
toy style guide limited to: Spider-Man, Spider-Girl, Storm, Wolverine, Hulk
and Captain America. The characters must appear in a group of at least
three or more. If there are only three characters, two characters cannot be
in the same group. Spider-Man and Spider-Girl are in a group and Wolverine
and Storm are in another group. For example, Spider-Man, Spider-Girl and
Hulk is not allowed, but Spider-Man, Hulk and Wolverine is allowed.
However, individual characters may appear if the multiple character heads
logo prominently appears and is 25% of the size of the actual character
image on the Licensed Article. No one character may be more prominent than
another.


<PAGE>


                                                             Schedule 2.8.8

                                  Territory


The Territory shall consist of the geographic area, which is generally
known as the Middle East:

      Saudi Arabia
      Kuwait
      Baharain
      Qatar
      Oman
      United Arab Emirates
      Lebanon
      Egypt
      Jordan
      Syria

      SADAFCO shall have exclusive processing (manufacturing) rights in the
Territory for the Branded Milk Products. No other processor shall be
allowed to export the Branded Milk Products into the Territory.


<PAGE>


                                                             Schedule 3.4.5


                              Initial Order And
                          Minimum Order Requirement

      SADAFCO shall submit an initial order for 270 Kits contemporaneous
with the execution of this Agreement (the "Initial Order"). SADAFCO 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 270.

      Subsequent to the Initial Order, the Parties shall determine by the
mutual agreement the minimum number of Kits that shall be ordered in the
future by SADAFCO (the "Minimum Order Requirement"). This Minimum Order
Requirement shall be determined by Parties to this Agreement at the end of
the three (3) month period after the first processing run of any Branded
Milk Product by SADAFCO. This three (3) month period shall commence on the
first day of the next month following the first processing run of any
Branded Milk Product by SADAFCO. In making this Minimum Order Requirement
determination, the Parties shall exercise good faith and give due
consideration to the sales volume of the Branded Milk Products within the
aforesaid three (3) month period, and to projected sales volumes going
forward.

      The Minimum Order Requirement shall set forth the minimum number of
Kits to be ordered by SADAFCO during any calendar quarter subsequent to the
Parties' determination of the Minimum Order Requirement. The first quarter
during which the Minimum Order Requirement applies shall commence on the
first day of the next month following the Parties' determination of the
Minimum Order Requirement.

      SADAFCO 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>


                                                             Schedule 3.6.2


                     Kit Ordering and Payment Procedures

1.    SADAFCO shall forward a purchase order to the Agent, who shall be
      responsible for the processing of such order.

2.    Upon receipt of a copy of the purchase order from the Agent, Bravo!
      Foods International shall issue promptly an invoice for the
      appropriate amount, payable in U.S. Dollars by SADAFCO, and
      immediately forward such invoice to the Agent and SADAFCO.

3.    The Agent shall record SADAFCO's 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
      the Agent or Bravo! Foods International.

4.    Upon SADAFCO's receipt of the Bravo! Foods International invoice,
      SADAFCO shall cause to be issued an international Letter of Credit
      for the benefit of Bravo! Foods International, exercisable upon the
      presentation of evidence of the shipment of the Flavored Ingredients
      by the Approved Supplier to SADAFCO. The Letter of Credit shall be on
      terms and conditions satisfactory to and approved by Bravo! Foods
      International.

5.    Upon the receipt of the Letter of Credit, Bravo! Foods International
      shall instruct the Agent to authorize the shipment of the Flavored
      Ingredients to SADAFCO.

6.    The Production Rights granted by this Agreement attached to the
      Flavored Ingredients ordered by SADAFCO shall not become effective
      until such time as the Agent or Bravo! Foods International authorizes
      the Approved Supplier to ship the Flavored Ingredients to SADAFCO.

7.    Upon receipt of copies of the Bill of Lading, Certificate of Origin,
      Packing List, Analysis Certificate or other evidence of shipment
      consistent with the terms and conditions of the Letter of Credit,
      Bravo! Foods International shall present such evidence of shipment to
      the designated payor bank under the Letter of Credit for payment of
      its Kit invoice.

8.    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 SADAFCO by the Approved
      Supplier shall not exceed 21 days.


<PAGE>


                                                             Schedule 3.9.2

                                   Pricing


      Kit Cost Components:

            * Ingredients (excluding stabilizer and raw milk)

            * Production Rights Fee

      Kit Costs (USD):

            Chocolate            $***

            Strawberry           $***

            Banana               $**

      The listed prices are net of a US$*** per kit marketing fund
allowance by Bravo! Foods International.


<PAGE>


                                                               Schedule 4.7

                      Agents, Assignees and Co-Packers


      SADAFCO 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.


<PAGE>