EXHIBIT 10.18




 




ACKNOWLEDGEMENT AND CONSENT


TO AMENDED AND RESTATED CREDIT

AGREEMENT




 




This ACKNOWLEDGEMENT AND

CONSENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Acknowledgement  and

Consent” ) is dated as of December 7, 2001 and entered into

by the undersigned, and is made with reference to that certain Amended and

Restated Credit Agreement dated as of the date hereof (the “Restated

Credit Agreement” ), by and among Hauser, Inc., Hauser

Technical Services, Inc., Botanicals International Extracts, Inc., Zetapharm,

Inc., Wilcox Natural Products, Inc. (collectively, the “Borrowers”), and Wells Fargo

Bank, National Association (the “Lender”), which amends and restates that

certain Credit Agreement dated as of June 11, 1999 (as amended, supplemented or

otherwise modified prior to the date hereof, the “Original

Credit Agreement”) by and among the Borrowers and the

Lender.  Capitalized terms used herein

without definition shall have the same meanings herein as set forth in the

Restated Credit Agreement.




 




Each of the undersigned hereby acknowledges that it is

a party to the Restated Credit Agreement and that, notwithstanding amendment,

such agreement remains in full force and effect.  Each of the Borrowers hereby acknowledges that it has reviewed

the terms and provisions of the Restated Credit Agreement and consents to the

amendment and restatement of the Original Credit Agreement effected pursuant to

the Restated Credit Agreement.  Each of

the Borrowers hereby confirms that each of the Security Documents to which it

is a party or otherwise bound and all Collateral encumbered thereby will

continue to guaranty or secure, as the case may be, to the fullest extent

possible the payment and performance of all Obligations including, without

limitation, the payment and performance of all such Obligations of the

Borrowers now or hereafter existing under or in respect of the Restated Credit

Agreement and the Notes defined therein. 

Without limiting the generality of the foregoing, each of the Borrowers

hereby acknowledges and confirms the understanding and intent of such party

that, upon the Effective Date, the definition of “Obligations” contained in the

Restated Credit Agreement includes the obligations of the Borrowers under the

Term Note and the Revolving Credit Note which amend and restate the Notes (as

such term is defined in the Original Credit Agreement).




 




Each of the Borrowers acknowledges and agrees that any

of the Security Documents to which it is a party or otherwise bound shall

continue in full force and effect and that all of its obligations thereunder

(which obligations on the date hereof remain absolute and unconditional and are

not subject to any defense, set-off or counterclaim) shall be valid and

enforceable and shall not be impaired or limited by the execution or

effectiveness of this Acknowledgment and Consent.  Each of the Borrowers represents and warrants that all

representations and warranties contained in the Restated Credit Agreement and

the Security Documents to which it is a party or otherwise bound are true and

correct in all material respects on and as of the Effective Date to the same

extent as though made on and as of that date, except to the extent such

representations and warranties specifically relate to an earlier date, in which

case they were true and correct in all material respects on and as of such

earlier date.  In addition, and without

limiting the foregoing, each of the Borrowers represents and warrants that

except as stated in Schedule 1 annexed hereto, there has been no change in any

of the information set forth in, or annexed to, the Perfection Certificate

dated as of June 11, 1999 executed by the Chief Financial Officer of the

Company and delivered to the Lender pursuant to the Original Credit Agreement

and the Security Documents.




 




THIS ACKNOWLEDGEMENT AND CONSENT AND THE RIGHTS AND

OBLIGATIONS OF THE UNDERSIGNED SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND

ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF CALIFORNIA

WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.




 




This Acknowledgement and Consent may be executed in

counterparts (and by different parties hereto on different counterparts), each

of which shall constitute an original, but all of which when taken together

shall constitute a single contract.




 




 





























 




IN WITNESS WHEREOF, the

undersigned has caused this Acknowledgement and Consent to be duly executed and

delivered by their respective officers thereunto duly authorized as of the date

first written above.




 




	

  THE BORROWERS:


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  HAUSER,

  INC.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

   /s/  Kenneth C. Cleveland


  	

   


  
	

   


  	

   


  	

  Name: 

  Kenneth C. Cleveland


  
	

   


  	

   


  	

  Title:  Chief

  Executive Officer


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  HAUSER

  TECHNICAL SERVICES,


  INC.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

   /s/  Thomas W. Hanlon


  	

   


  
	

   


  	

   


  	

  Name:  Thomas

  W. Hanlon


  
	

   


  	

   


  	

  Title: 

  Secretary and Treasurer


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  BOTANICALS

  INTERNATIONAL


  EXTRACTS, INC.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

   /s/  Kenneth C. Cleveland


  	

   


  
	

   


  	

   


  	

  Name: 

  Kenneth C. Cleveland


  
	

   


  	

   


  	

  Title:  Chief

  Executive Officer


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  ZETAPHARM,

  INC.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

   /s/  Thomas W. Hanlon


  	

   


  
	

   


  	

   


  	

  Name:  Thomas

  W. Hanlon


  
	

   


  	

   


  	

  Title: 

  Secretary and Treasurer


  
						





 




S-1





























 




Schedule 1.0




 




S-2