Exhibit 10.29

                            DISTRIBUTORSHIP AGREEMENT

      This Agreement is entered into effective this 1st day of January, 2003, by
and between Welch Foods Inc., A Cooperative, Three Concord Farms, 575 Virginia
Road, Concord, Massachusetts 01742 ("Welch's"), and Master Distributors, Inc.
d/b/a Atlantic Beverage Company, 8106 Stayton Drive, Jessup, Maryland 20794
("Distributor").

      WHEREAS, Welch's manufactures food products including the Products as more
fully described herein and is the owner of certain trademarks, including but not
limited to the mark "Welch's";

      WHEREAS, Distributor desires to be appointed to sell and distribute
Welch's Products throughout the Territory pursuant to the terms and conditions
of this Agreement;

      IT IS AGREED AS FOLLOWS:

1.    Definitions. As used herein, the following terms shall mean:

      (a)   "Products" means Welch's fruit juice and fruit juice drinks packaged
            in 16 fluid ounce glass or plastic bottles and other Welch's juice
            products that Welch's may, at the time of order, manufacture or
            market for distribution in the United States, and in particular, in
            the Territory.

      (b)   "Proprietary Marks" means the Trademarks and the Trade Dress.

      (c)   "Territory" means the geographic area described in Attachment "A."

      (d)   "Trade Dress" means all packaging designs, graphics, layout,
            coloration, vignettes, and configurations, and all of the foregoing
            in relation to each other, used in connection with the Products or
            developed for use in connection with the Products, including on
            display or vending equipment, either prior to the execution of this
            Agreement or while this Agreement is in effect and whether created
            by or under the authority and direction of Welch's or another.

      (e)   "Trademarks" means the trademarks "Welch's" and the Welch's Banner
            design, and other trademarks of Welch's used in connection with the
            sale or marketing of the Products.

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2.    Authorization.

      (a)   Subject to Welch's rights or retained authority and on the terms and
            conditions of this Agreement, Welch's hereby grants to Distributor
            and Distributor hereby accepts the right for the term of this
            Agreement for and only in the Territory to sell and distribute, but
            not to produce, the Products marketed by Welch's under the
            Proprietary Marks.

      (i)   Subject further to Section 2(b)(iv), for 16 ounce bottled juice
            products only, the right of distribution granted to Distributor
            hereunder of the Products in the Territory shall be an exclusive
            first opportunity for all channels of trade, except for sales to
            military installations and sales to vending distributors or vending
            accounts.

      (ii)  No further right, license, opportunity or authority is granted to
            Distributor, and Distributor is not granted any right, license or
            authority to produce the Products, directly or indirectly, anywhere,
            or to distribute the Products, directly or indirectly, outside the
            Territory, or to sell or distribute the Products to any party for
            ultimate resale to consumers outside the Territory.

      (b)   Distributor acknowledges and agrees that Welch's has and retains the
            unfettered rights, now or in the future, to

            (i) Eliminate any or all of the Products from the Territory at any
            time in its sole discretion, with no compensation due to
            Distributor;

            (ii) Sell or otherwise deal, directly or indirectly, in or with any
            of the Products, except the 16 ounce bottled juice products,
            anywhere, whether inside the Territory or outside; and

            (iii) Sell or otherwise deal, directly or indirectly, in or with the
            16 ounce bottled juice products outside the Territory

            (iv) Directly sell the 16 ounce bottled juice products inside the
            Territory other than with or through Distributor, subject to
            crediting Distributor with an intrusion fee per case sold directly
            by Welch's inside the Territory of ten (10) % of Welch's case price
            of the same product to Distributor; except that, for sale by Welch's
            to a National Account, Distributor shall not be entitled to an
            intrusion fee but shall, have the first opportunity to fulfill that
            contract as to distribution inside the Territory and receive the
            contracted price per case delivered.

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3.    Territory.

      (a)   Distributor shall not (in relation to the Products), directly or
            indirectly, seek customers, establish any branch, or maintain any
            distribution depot outside of the Territory.

      (b)   Distributor shall not, directly or indirectly, accept unsolicited
            orders for Products from customers located outside the Territory.
            Welch's shall include a similar prohibition in all its Distribution
            Agreements for 16 ounce bottled juice products.

      (c)   Distributor shall make reasonable efforts to refer to Welch's any
            and all such unsolicited orders from customers located outside the
            Territory, with no right to compensation therefor.

      (d)   It is understood and agreed that the purpose of describing the
            Territory is to assure Welch's of obtaining complete geographic
            coverage of the Products, to encourage Distributor to engage in
            promotional activities and to provide service necessary for the
            efficient marketing of the Products, to enable Welch's to control
            and monitor the distribution of the Products in compliance with any
            applicable statutory developments and general legal principles, and
            to establish an area in which Welch's can evaluate Distributor's
            performance of this Agreement.

      (e)   In the event of Distributor's direct distribution, shipment,
            transfer or sale of the Products outside the Territory or indirect
            distribution, shipment, transfer or sale of the Products outside the
            Territory where Distributor knew or should have known that such
            activity was occurring, Distributor shall pay to Welch's a fee as
            liquidated damages equal to the sum of (I) the amount of marketing
            and promotional allowance paid to Distributor by Welch's for such
            transshipped cases, and (II) the number of such transshipped cases
            multiplied by $2.00 per 12 pack case, or $4.00 per 24 pack case. The
            foregoing liquidated damages are acknowledged as reasonable by the
            parties and as a method of compensating Welch for the additional
            administrative expense of investigating, monitoring and remedying
            transshipments of the Products outside of the Territory and its
            damages resulting from such transshipment. Distributor's payment of
            liquidated damages shall not affect Welch's right of termination
            provided for elsewhere in this Agreement. Nothing in this provision
            or elsewhere in this Agreement shall provide Distributor any claim
            against Welch's for damages arising from the sale in the Territory
            of any Products by a party other than Welch's.

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4.    Term.

      (a)   This Agreement shall be effective as of January 1, 2003 and unless
            sooner terminated in accordance with the provisions of this
            Agreement, this Agreement shall continue in effect for an initial
            term ending December 31, 2005 (the "Initial Term").

      (b)   Subject to Section 9 and further subject to agreement on a Marketing
            Plan for the next Renewal Term in accordance with Section 6, this
            Agreement shall be automatically renewed for successive periods of
            two (2) years ("Renewal Term"), not to exceed two (2) Renewal Terms,
            each expiring on December 31, provided that, for each renewal,
            Distributor has complied with all of the terms and conditions of
            this Agreement and any amendments thereto.

      (c)   Renewal, or the absence of notice of nonrenewal, shall not be a
            waiver of any breach or failure to perform any obligation of this
            Agreement.

5.    Sale and Purchase of Products.

      (a)   Distributor shall purchase all of its requirements for the Products
            from Welch's. The Products will be sold by Welch's to Distributor
            and delivered to Distributor's warehouse(s) at the prices and in
            accordance with the terms of shipment determined by Welch's from
            time to time. Attachment A hereto sets forth the current prices and
            terms of shipment for the sale of the Products to Distributor.
            Welch's, however, reserves the right to change the prices and terms
            of shipment upon sixty (60) days' written notice to Distributor.

      (b)   The terms of payment for all sales of the Products to Distributor
            shall be net thirty (30) days after the date of invoice, provided,
            however, that payment may be required prior to shipment if Welch's
            reasonably deems itself insecure in respect of Distributor's ability
            to pay for the Products ordered. Without waiving any right or remedy
            Welch's may otherwise have, Welch's reserves the right to refuse to
            sell Products to Distributor during any period of time in which
            there are overdue invoices outstanding from Welch's to Distributor.

      (c)   All sums due or payable by Distributor to Welch's shall be paid in
            Concord, Massachusetts (or at such other place designated by Welch's
            in written advice to Distributor) and shall be paid on or before the
            due date without any reduction or diminishment on account of claims,
            set-offs, counterclaims or the like. All payments not received in
            full according to such terms shall bear a post-maturity charge of
            fifteen percent (15%) per annum.

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      (d)   Distributor shall pay all fees, excise, use, sales, or other taxes
            that may be due or imposed upon the sale of the Products by Welch's
            to Distributor or otherwise in connection with Distributor's
            performance of this Agreement.

      (e)   In the event of any inconsistency between the terms set forth in
            this Agreement and any terms of sale appearing in any other
            documentation between the parties, the terms of this Agreement shall
            control.

      (f)   Welch's will attempt to ship all orders from Distributor for the
            Products on the shipment date(s) requested. If, however, at the time
            of Welch's receipt of Distributor's order, Welch's is unable to meet
            the requested shipment date(s) due to a backlog of previously
            accepted but unfilled or incomplete orders or due to any other
            circumstance beyond the reasonable control of Welch's, then Welch's
            may choose not to accept such order for the requested shipment date
            by so notifying Distributor and providing an alternative shipment
            date.

      (g)   No order shall be binding upon Welch's until accepted by it.

      (h)   Distributor shall be solely responsible for the delivery of Product
            to, submission of bills to, and collection of all sums due from, all
            of its customers and accounts.

6.    Agreements by Distributor.

      (a)   Sales and Marketing Plan.

            (i) Distributor agrees to vigorously develop and increase the sale
            of Welch's 16 ounce bottled juice products throughout the entire
            Territory, to secure extensive distribution of such products, and to
            develop and maintain the goodwill of customers and prospective
            customers and their acceptance of the Products.

            (ii) During the Initial Term, or the first year of the Initial Term
            if the Initial Term exceeds one year in duration, Distributor shall
            achieve a minimum sales volume in the Territory of 250,000 cases of
            the Products. Within thirty (30) days of the execution of this
            Agreement, Welch's and Distributor will agree upon a Marketing Plan
            for the Initial Term, or the first year of the Initial Term if the
            Initial Term exceeds one year in duration (the "Annual Marketing
            Plan"). The Annual Marketing Plan will include the above minimum
            sales volume as well as a description of Distributor's marketing
            activities in furtherance of this Agreement and a description of
            Welch's marketing activities in support.

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            (iii) No later than sixty (60) days before expiration of the first
            year of the Initial Term and each year thereafter during the Initial
            or any Renewal Term, if any, Welch's and Distributor in good faith
            shall endeavor to agree upon a Marketing Plan for the following
            calendar year for sale and distribution of 16 ounce bottled juice
            products inside the Territory. The Marketing Plan will include a
            description of Distributor marketing activities in furtherance of
            this Agreement, a description of Welch's marketing activities in
            support of Distributor's marketing activities, and a minimum sales
            volume for Distributor for the Territory for the following Renewal
            Term. If the parties fail to reach agreement on a new minimum sales
            volume, one will be determined by adjusting the existing sales
            volume by an amount equal to the percent change in performance
            experienced for the balance of Welch's Distributor Network (other
            than Distributor) over the previous 12 months. For purposes of
            establishing this new minimum sales volume, only distributors who
            have carried Welch's for at least 12 months will be used.
            Distributor shall achieve such minimum sales volume for the
            Territory for that Term.

            (iv) If Distributor does not achieve the minimum sales volume for
            the Territory set forth in the Annual Marketing Plan for any year of
            the Initial Term or any Renewal Term, Welch's may, at its option and
            in its sole discretion, elect to either terminate this Agreement
            during the Initial Term or not to renew this Agreement for any
            Renewal Term, provided that Welch's has provided the marketing
            support described in the then- current Annual Marketing Plan.

      (b)   Product Mix. Distributor agrees to carry, at all times during the
            term of this Agreement (including any renewal thereof) a minimum of
            seven (7) Product flavors in 16 oz. bottles.

      (c)   Competinq Products. Distributor agrees that during the term of this
            agreement it shall neither sell nor distribute any other brand of
            noncarbonated beverages containing fruit juice, except that
            Distributor may sell or distribute products sold under the brand
            name "Apple & Eve, Fairlee, Switch and Maaza". Furthermore,
            Distributor agrees not to manufacture, sell, or distribute, directly
            or indirectly, any product whose trademark, tradename or other
            description imitates, simulates or could be confused with the
            Proprietary Marks.

      (d)   Pallet Exchange. The Products will be delivered to Distributor
            packed on standard CHEP 40 X 48 GMA pallets or other pallets
            (collectively "Pallets"). Distributor shall be solely responsible
            for returning to CHEP or other pallet company the same number of
            Pallets in the same size and of the same quality and condition,
            ordinary wear and tear excepted, as the Pallets Distributor received
            with the delivery of the Products. Distributor agrees to

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            pay any charges assessed against Welch's as a result of
            Distributor's failure to timely return the Pallets.

      (e)   Customer Field Service. Distributor shall perform field services for
            the Products in the Territory as required by Distributor's customers
            including, without limitation, the stocking of Distributor's
            customers with properly rotated supplies of the Products.

      (f)   Use of Proprietary Marks. Distributor shall not publish, cause to be
            published, or distribute any advertising or other materials which
            describe or pertain to any Products or contain the Proprietary Marks
            unless the materials are furnished or approved in writing by
            Welch's. Further, Distributor shall not use the Proprietary Marks on
            Distributor's trucks or stationery except upon Welch's advance
            written approval. Welch's reserves the right, on notice to
            Distributor, to withdraw any such approvals and to request changes
            with respect to any previously approved use by Distributor of the
            Proprietary Marks.

      (g)   Inspection. Distributor shall permit inspection of its operation and
            methods and of the equipment and materials used in the advertising,
            selling or distribution of the Products at its plant, warehouse or
            other facility by Welch's agents or representatives on reasonable
            notice during normal business hours. Distributor agrees to maintain
            a place of business that is sanitary, clean and suitable for the
            business conducted by Distributor.

      (h)   Records and Reports. Distributor shall maintain complete and
            accurate records of its performance under this Agreement, including
            without limitation sales records, tax receipts, shipping documents
            and government approvals. Distributor shall permit such records to
            be examined and verified by Welch's representatives at all
            reasonable times during the term and following any termination of
            this Agreement, with or without prior notice, and shall retain such
            records for at least three (3) years following the close of the
            calendar year to which they pertain. At least ninety (90) days prior
            to the destruction of any such records, Distributor shall notify
            Welch's that it intends to destroy such documents and shall permit
            Welch's to collect the original copies of any such documents or to
            make photocopies or extracts of same. If requested by Welch's,
            Distributor shall furnish, at no cost to Welch's, suitable office
            space on its premises for temporary use by Welch's representatives
            during any examination period.

            Distributor agrees to provide Welch's with such periodic sales data
            as Welch's may request from time to time, including without
            limitation, the amount of sales for each Product flavor.

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      (i)   Leqal Compliance. Distributor and Welch's shall comply with all
            local, state and federal laws, ordinances, rules and regulations now
            in effect or enacted hereafter pertaining to the conduct of their
            respective businesses and the advertisement, sale or distribution of
            the Products. Distributor shall inform Welch's of any such
            ordinances, rules and regulations that may affect Distributor's
            performance of this Agreement.

      (j)   Advertisements. Distributor shall not use, publish or distribute any
            advertisements or other materials describing or pertaining to the
            Products without first providing a reasonable number of samples of
            such materials to Welch's and obtaining Welch's written approval
            therefor. Welch's reserves the right, on notice to Distributor, to
            withdraw any such approvals and to request changes with respect to
            advertisements or other materials describing or pertaining to the
            Products or Welch's.

      (k)   Sales by Distributor. Products shall be sold by Distributor for its
            own account. Distributor shall have full responsibility for all
            matters relating to such sales for its own account, including,
            without limitation, all collection and credit risks.

      (l)   Indemnity and Insurance. Distributor hereby assumes full
            responsibility for and shall indemnify and hold Welch's harmless
            from any liability, loss, expense (including reasonable attorneys'
            fees and disbursements) fine or claim paid or incurred by Welch's
            involving or arising out of: (i) a failure by Distributor to meet
            any obligation to Welch's; (ii) any injury or death to any persons
            or injury or damage to any property or business resulting from or in
            connection with the storage, handling, distribution, sale, or
            transportation of the Products; and/or (iii) any third party claim
            that Distributor misrepresented its authority or made any
            contractual commitment not expressly authorized by this Agreement;
            provided, however, that Distributor's obligation hereunder shall in
            no way require defense or indemnification regarding any liability,
            loss, expense or claim to the proportional extent that the same
            arises proximately from any act or omission of Welch's with respect
            to any of the Products, for which Welch's shall indemnify
            Distributor. Welch's reserves the right to participate by counsel of
            its own choosing in any defense which is being provided to Welch's
            under the terms of this Paragraph.

            At its own expense, Distributor shall maintain, with insurers
            acceptable to Welch's, commercial general liability insurance to
            include products liability and contractual liability coverages as
            well as vendors coverage. Minimum coverage limits will be a combined
            single limit of $1,000,000. Welch's shall be named an additional
            insured. Commercial auto liability insurance shall also be
            maintained with combined single limits of $1,000,000. Distributor
            shall also maintain statutory workers' compensation coverage

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            and employers liability coverage with a minimum limit of $100,000.
            Certificates of insurance shall contain a 30 day prior written
            notification clause to Welch's for cancellation or material changes
            in coverage. Distributor shall send the certificates of insurance to
            Welch's Risk Management Department within (60) days of execution of
            this Agreement.

      (m)   Recall or Withdrawal of Product from Customer Location. Distributor
            agrees to promptly implement any recall or withdrawal of Product
            delivered by Distributor that may be ordered by Welch's or any
            regulatory agency. Welch's reserves the right o designate
            disposition of the recalled or withdrawn Products. Welch's will
            reimburse Distributor for the actual costs of such implementation
            directly attributable to manufacturing quality problems with the
            Products.

7.    Intangible Property Rights.

      (a)   Ownership. Distributor acknowledges Welch's exclusive right, title
            and interest in and to the Proprietary Marks, the validity of all
            registrations thereof, that Welch's is the sole owner of the same
            and all goodwill relating thereto and that Distributor shall not, by
            reason of this Agreement or otherwise, acquire any right, title or
            other ownership interest therein other than the limited privilege of
            use contemplated by this Agreement. The use by Distributor of any of
            the Proprietary Marks and all goodwill arising therefrom shall inure
            solely to the benefit of Welch's. Distributor agrees and undertakes
            not to contest, challenge or infringe the Proprietary Marks either
            during or after the termination of this Agreement.

            Distributor shall not do or permit to be done any act calculated to
            prejudice, affect, impair, or destroy Welch's title and interest in
            and to the Proprietary Marks. Distributor shall notify Welch's of
            any infringement of the Proprietary Marks by any person, firm or
            corporation and shall cooperate fully with Welch's in the defense
            and protection of the Proprietary Marks. Welch's is solely
            responsible for the protection of the Proprietary Marks and
            Distributor will not take any action in this regard without the
            express written consent of Welch's. Distributor shall notify Welch's
            of any potential infringements of Welch's intangible property
            rights. Distributor undertakes fully, and without reservation
            whatsoever to render to Welch's assistance in connection with any
            matter pertaining to the protection of its Proprietary Marks.
            Welch's does not warrant or represent that the use of the
            Proprietary Marks in the Territory will not infringe the rights of
            any third party. Welch's shall not be liable in any way if for any
            reason any one or more of the Proprietary Marks may no longer be
            used or any one or more of the Products may not longer be sold in
            the Territory.

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      (b)   Use by Distributor. Distributor shall sell Products only in the
            original unaltered packaging provided by Welch's and Distributor
            shall not by means of over-labeling, re-packaging or otherwise
            change, alter or amend the Product or the packaging without the
            prior written consent of Welch's. Distributor shall not distribute
            or sell any Product that is stale, obsolete, damaged, adulterated or
            otherwise defective.

            The only permitted use of the Proprietary Marks by Distributor shall
            be those approved by Welch's in writing in accordance with Sections
            6(f) and 6(j) of this Agreement. Examples of uses that may be
            approved include use in advertisements and display materials, on
            Distributor's trucks, and on Distributor's stationery and business
            cards. Any such materials that incorporate any of the Proprietary
            Marks shall clearly indicate Welch's ownership thereof. Distributor
            agrees that it will not include any of the Proprietary Marks as part
            of the trade or business name of Distributor's company. Distributor
            shall comply with requirements issued from time to time by Welch's
            with respect to the use of the Proprietary Marks and shall not
            release or permit the release of any advertising, promotional or
            other material using the Proprietary Marks without the prior written
            consent of Welch's. Distributor shall not at any time either during
            or after the termination of this Agreement use, or authorize others
            to use, any other mark or name in conjunction with the Proprietary
            Marks or any other trademark, service mark or trade name confusingly
            similar to the proprietary Marks.

8.    Confidential Information.

      Distributor shall at all times keep confidential and not use for any
      purpose, other than the performance of services on Welch's behalf pursuant
      to this Agreement, information concerning the terms of this Agreement and
      all information pertaining to Welch's, its products, affairs and its
      actual or potential customers obtained in connection with Distributor's
      performance of this Agreement. Welch's expressly reserves the right, in
      addition to the recovery of damages, to enjoin Distributor from disclosing
      or using for its own purposes any confidences, secrets and any other such
      trade or other information of Welch's.

9.    Termination.

      (a)   By Either Party. Either Welch's or Distributor may terminate this
            Agreement effective immediately if:

            (i) The other party shall make an assignment for the benefit of
            creditors or shall file a voluntary petition in bankruptcy or shall
            be adjudicated a bankrupt or insolvent or shall file any petition or
            answer seeking reorganization, arrangement, liquidation or similar
            relief or shall file an

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            answer admitting the material allegations of a petition against it
            for any such relief; or

            (ii) The other party becomes insolvent or fails to pay its debts
            when they come due; or

            (iii) Within 60 days after the commencement thereof, any proceeding
            against the other party seeking reorganization, arrangement,
            liquidation or similar relief shall not have been dismissed; or

            (iv) The other party terminates its existence or ceases to do
            business; or

            (v) The other party commits a breach of any Obligation imposed upon
            it by this Agreement and does not cure such breach to the
            satisfaction of the terminating party within thirty (30) days after
            receiving written notice thereof.

      (b)   By Welch's. Without waiving any right or remedy Welch's may
            otherwise have and notwithstanding Section 4, Welch's may terminate
            this Agreement effective immediately:

            (i) Upon any breach by Distributor of Section 7 or Section 10.B of
            this Agreement; or

            (ii) Upon any breach by Distributor of any other term or condition
            of this Agreement, including all monetary obligations to Welch's,
            provided Distributor did not cure the breach within thirty (30) days
            of being notified of the breach; or

            (iii) Upon any sale, transfer, lease, assignment or other
            disposition, whether by operation of law or otherwise, of more than
            fifty (50) percent of Distributor's stock or assets or upon the
            occurrence of any transaction which results in a change of ownership
            or control of Distributor, unless Welch's has expressly consented in
            writing hereto; or

            (iv) If Distributor commits any act or fails to take any action that
            adversely and/or substantially affects the interest of Welch's with
            respect to the promotion, importation, distribution, sale or
            exploitation of the Products or the Proprietary Marks.

      (c)   In the event that Welch's terminates this Agreement for reasons
            other than those specified in subsections (a) and (b) of this
            Section 9, Welch's shall provide Distributor with 90 days
            termination notice and shall pay to Distributor as liquidated
            damages an amount equal to one dollar ($1.00) per case (regardless
            of the case size or configuration then in effect) for each case of
            Welch's 16 oz. Products sold to distributor by Welch's in the 12

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            month period immediately preceding the month in which Welch's
            provided Distributor notice of termination.

      (d)   Effect of Termination. On termination of this Agreement for any
            reason, including expiration:

            (i) Any indebtedness which may then be owing or which is to become
            due and owing by Distributor to Welch's shall become due and payable
            immediately;

            (ii) Distributor shall immediately discontinue the use of the
            Proprietary Marks in connection with the Products, its corporate or
            other business names and any other manner or use whatsoever;

            (iii) If Distributor has trucks bearing the Proprietary Marks,
            Distributor will immediately repaint such trucks in colors which
            cannot be confused with the color scheme of the Proprietary Marks
            and will be immediately removed from such trucks all Proprietary
            Marks;

            (iv) Distributor hereby acknowledges that it shall not be entitled
            to any payment or compensation from Welch's, including, without
            limitation, any payment in respect of the advertising or sales
            promotion of the Products or the loss of any goodwill attributable
            to this Agreement. Distributor hereby agrees that the resale prices
            it charges its customers for the Products shall constitute its full
            and exclusive compensation;

            (v) Welch's shall have the option to buy back from Distributor, at
            the price that Distributor purchased such Products from Welch's, any
            or all unused Products that Distributor may have in inventory,
            except that Welch's shall be obligated to so buy back unused
            Products in marketable condition upon expiration of the final
            Renewal Term of this Agreement;

            (vi) All permitted advertising and promotional materials relating to
            the Products that Distributor has in its possession or under its
            control shall be returned to Welch's. Only if this return is upon
            expiration of the final Renewal Term of this Agreement, Welch's will
            reimburse Distributor for Distributor's cost of acquiring these
            materials;

            (vii) All copies of any written confidential information pertaining
            to Welch's, its products, affairs and its actual or potential
            customers that Distributor has obtained in connection with its
            performance of this Agreement shall be returned to Welch's.

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            (viii) Welch's may proceed to sell and distribute the Products in
            the Territory in such manner as Welch's may deem appropriate,
            including without limitation transactions with Distributor's
            accounts.

10.   Miscellaneous Provisions.

      (a)   Warranties by Welch's. The Products sold to Distributor shall when
            shipped be fit and wholesome for human consumption and salable by
            Distributor in the ordinary course of business. THE FOREGOING
            WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.
            On any breach of warranty by Welch's, Distributor's exclusive remedy
            shall be replacement of defective Products or a credit for the
            landed cost thereof to Distributor. WELCH'S SHALL NOT BE LIABLE FOR
            ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES AND THE SAME ARE
            HEREBY EXPRESSLY EXCLUDED.

      (b)   Assignment. Since this Agreement requires the performance of
            personal services by Distributor, neither this Agreement nor any
            part thereof nor interest therein shall be sold, assigned,
            transferred, pledged, mortgaged, leased, licensed, or in any other
            way or manner encumbered, or disposed of, in whole or in part, by
            Distributor, nor shall this Agreement pass by operation of law or in
            any other manner. In the event of the sale of all of Distributor's
            stock or assets where the purchaser desires to maintain the Welch's
            distributorship, Distributor and purchaser will (i) seek Welch's
            consent to an assignment of this Agreement; (ii) cooperate fully
            with any review Welch's may desire to make of purchaser's
            capability, experience, resources, business activities or other
            considerations; and (iii) make no assignment without Welch's prior
            written consent, which consent will not be unreasonably withheld.
            Any assignment by Distributor in violation of this section shall be
            null and void and shall entitle Welch's, at its sole discretion, to
            terminate this Agreement effective immediately.

      (c)   Relationship of the Parties. Distributor's relationship to Welch's
            is that of independent contractor. Nothing in this Agreement shall
            create between Welch's and Distributor the relationship of principal
            and agent, joint venturers, partners, or any other similar or
            representative relationships, and Distributor shall not hold itself
            out as an agent, representative, partner or joint venturer of
            Welch's. Distributor shall not make for or on behalf of Welch's, or
            subject Welch's to, any contract, agreement, warranty, guarantee,
            representations, assurance or other obligation.

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<PAGE>

      (d)   Remedies Cumulative. Neither failure nor delay on the part of
            Welch's or Distributor to exercise any right, remedy, power or
            privilege provided for herein or by statute or by law, or in equity
            or otherwise shall operate as a waiver thereof, nor shall any single
            or partial exercise of any such right, remedy, power or privilege
            preclude any other or further exercise thereof or the exercise of
            any other right, remedy, power or privilege.

      (e)   Notices. Any notice, request, demand and other communication
            hereunder shall be in writing and shall be deemed to have been duly
            given if delivered by hand or by guaranteed overnight delivery
            service with receipt, or mailed by first class, registered or
            certified mail, return receipt requested, postage and registry fees
            prepaid, addressed:


         If to Distributor:              If to Welch's:
         Master Distributors, Inc.       Welch Foods Inc., A Cooperative
         8106 Stayton Drive              3 Concord Farms
         Jessup, MD 20794                575 Virginia Road
                                         Concord, MA 01742
         Attn: Morris Stoddard           Attn: Legal Department

      (f)   Force Majeure. Whenever performance by a party of any of its
            obligations hereunder, other than the payment of money due, is
            substantially or completely interrupted or prevented by reason of an
            act of God, strike, lockout, labor trouble or other industrial
            disturbance, transportation dislocation, shortage of supply,
            casualty, civil strife or a circumstance beyond the reasonable and
            good faith control of the party required to act, such performance
            shall be excused for the period during which such state of affairs
            continues, provided, however, that if such state of affairs
            continues beyond a period of one hundred eighty (180) days, this
            Agreement may be terminated at the option of the party whose
            performance is not affected.

      (g)   Entire Agreement. This Agreement and the Attachments hereto which
            are incorporated in this Agreement by reference constitute the
            entire agreement and understanding between the parties and supersede
            and cancel all prior agreements with respect to the subject matter
            hereof. No change or modification of any of the provisions of this
            Agreement shall be effective unless in writing signed by the duly
            authorized representatives of the parties and any such change or
            modification shall not be effective until executed by both parties.
            The provisions of this Agreement shall not be binding on either
            party unless and until this Agreement has been signed by both
            parties.

      (h)   Governing Law; Jurisdiction. The validity, construction and effect
            of this Agreement and any dispute between the parties with respect
            to the subject

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<PAGE>

            matter hereof (and all performance related thereto) shall be
            governed, enforced and interpreted under the laws of the
            Commonwealth of Massachusetts applicable to agreements made and to
            be performed therein. Any controversy or claim arising out of or
            relating to this Agreement which cannot be resolved informally
            between the parties shall be commenced in the state court located in
            Cambridge Massachusetts or the federal court located in Boston,
            Massachusetts and both parties agree that they shall be subject to
            personal jurisdiction in these courts.

      (i)   Headings. The headings contained in this Agreement are not to be
            used for interpretation of this Agreement, but rather have been
            placed herein solely for the convenience of the parties.

      (j)   Severability. If any condition, term or covenant of this Agreement
            shall at any time be held to be void, invalid, or unenforceable,
            such condition, covenant or term shall be construed as severable and
            shall not in any way affect or render void, invalid or unenforceable
            any other condition, covenant or term of this Agreement, which shall
            remain in full force and effect.

Master Distributors, Inc.             By:     Welch Foods Inc., A Cooperative

By:     /s/ Morris Stodard            By:     /s/ David J. Lukiewski
        -----------------------               ------------------------
Title:  President/CEO                 Name:   David J. Lukiewski
Name:   Morris Stodard                Title:  Senior Vice President, Sales and
Date:   June 24, 2003                         Marketing
                                      Date:   July 2, 2003



                                       15
<PAGE>

                                  Attachment A

                     Territory of Atlantic Beverage Company

In the State of Maryland, the counties of Harford, Baltimore, Anne Arundel,
Prince George's, Montgomery, Howard, Carroll, Frederick, plus the City of
Baltimore;

In the state of Virginia, the counties of Prince William, Fairfax, Arlington,
Loudon (25%), and the city of Alexandria;

and the District of Columbia.

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