PRODUCTION AGREEMENT                                                 EXHIBIT 10O

      THIS PRODUCTION AGREEMENT ("Agreement") is entered into and effective this
6 day of August, 2001, by and between NORDIC ASEPTIC, INC., a Minnesota
corporation ("Nordic") and THE HAIN CELESTIAL GROUP, a Delaware corporation
("Hain").

      WHEREAS, Hain desires that Nordic produce and package certain of its
products and Nordic desires to perform such work, all as herein specified;

      NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Hain and Nordic hereby agree as
follows:

      1. Product Definition. The term "Product" shall be defined to mean only
aseptic packaged product (not extended shelf life container product or fresh
serve container product), produced by Nordic for Hain or for the Westsoy
products of Hain, or for the private label business of Hain, or for any Heinz
business, or for any affiliate of Hain, and produced in the size and flavors
specified in Exhibit A attached hereto, which Exhibit may be updated and revised
from time to time by the parties. For purposes of this Agreement, "affiliate"
shall mean any individual, partnership, limited liability company, limited
liability partnership, corporation, trust or other entity which is owned or
controlled by a party hereto, or which owns or controls a party hereto, or is
under the common control of a party hereto.

      2. Product Specifications. Hain shall promptly provide to Nordic in
writing detailed specifications for the Products, including all ingredients,
recipes, manufacturing processes and packaging information. All ingredients and
food substances included in the formula for the Products and all packaging
material required for such Products are collectively hereinafter referred to as
the "Raw Materials." The Product specifications provided by Hain hereunder shall
be listed on and attached hereto as Exhibit B, except for those certain Raw
Materials which are unique to the Products and proprietary to Hain which will be
separately listed on and attached hereto as Exhibit C. The Products shall be
manufactured and packaged in a manner that meets the Product specifications
supplied by Hain. Hain may alter, change or amend the Product specifications
upon thirty (30) days prior written notice to Nordic, subject to Nordic's
consent, which consent shall not be unreasonably withheld and provided that
Nordic shall be entitled to charge and/or recover from Hain any resulting
increase in Nordic's costs.

      3. Production Obligations.

            3.1 After receipt of the Product specifications, Nordic shall
      produce and package all quantities of the Products ordered by Hain in
      accordance with Product purchase orders delivered by Hain to Nordic from
      time to time pursuant to this Agreement. All Product purchase orders shall
      be in writing and may be delivered by fax or any other means of delivery
      to Nordic and shall specify the type of Product, quantity and shipment
      date and shall be subject to the provisions of this Agreement. Such
      Product

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      purchase orders shall not be deemed to contradict or modify the provisions
      of this Agreement.

            3.2 All Products ordered by Hain shall be produced and packaged by
      Nordic in accordance with the terms of this Agreement and the Product
      purchase order. If Nordic is unable to meet the scheduled shipment date,
      it shall promptly notify Hain accordingly and specify the date by which
      Nordic anticipates that the Product purchase order can be completed and
      ready for shipment. Upon such notification, Hain shall have the option to
      rescind or accept the order with the modified delivery terms. After
      agreement as to the scheduled production date, Nordic shall pay Hain fifty
      cents ($0.50) per case for any shortfall in production in the event Nordic
      does not have such agreed production completed within seven (7) working
      days after the agreed upon production completion date provided such
      shortfall causes Hain to short shipments to customers or be out of stock
      of such Product.

            3.3 In the event Hain maintains the minimum weekly production
      specified in Section 3.7 hereof, then Hain may use alternative packers to
      produce Products for any production in excess of such minimum requirements
      ("Excess Production"), only after allowing Nordic a first option to
      produce such Excess Production at costs equal to or less than that
      proposed by the alternative packers. All such bid proposals and related
      correspondence to and from alternative packers concerning Excess
      Production shall be immediately and fully shared with Nordic.

            3.4 Production and packaging of Products for Hain shall take
      priority over all other items produced and packaged by Nordic, limited,
      however by Nordic's filler line production capacity (which production is
      assumed to be 15.5 hours per day and 5 days per week). Such Product
      production limitation by filler line is specified on Exhibit D attached
      hereto. In the event Hain requires case capacities in excess of those
      specified in Exhibit D, then Hain shall notify Nordic accordingly and the
      parties will work together to attempt to accommodate such increased
      production being handled by Nordic.

            3.5 By the close of Nordic's business on Wednesday of each week
      during the term of this Agreement, Hain shall supply to Nordic a 6 week
      rolling production forecast representing its best estimate of ordering
      needs for the upcoming 6 week period. Such ordering estimates shall be
      provided for purposes of assisting Nordic in production scheduling. The
      first week in each forecast shall be considered a fixed commitment
      (whether or not pursuant to a Product purchase order received by Nordic
      from Hain), and the next 5 weeks shall be considered an estimate of orders
      (unless Product purchase orders have been received by Nordic from Hain, in
      which event such 5 week forecast shall be considered a fixed commitment to
      the extent of Product purchase orders received). Both Nordic and Hain
      agree to regularly communicate and to reasonably work together to assist
      Nordic in its production scheduling and to assist Hain in its Product
      ordering. Notwithstanding anything herein contained to the contrary,
      weekly production orders shall not exceed 120% of the weekly average of
      the 6 week forecast without Nordic's prior written approval.


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            3.6 In the event Nordic has failed to produce at least 75% of Hain's
      Product orders for 6 consecutive weeks, then Hain shall have the option to
      either: (i) accept such production and use an alternate source of
      production for such shortfall; (ii) give Nordic notice of such production
      shortfalls and that Hain intends to terminate this Agreement ("Notice of
      Intent to Terminate"); or (iii) purchase Nordic. In the event Hain
      provides Notice of Intent to Terminate, then Nordic shall have thirty (30)
      days from receipt of Notice of Intent to Terminate to remedy such
      production shortfalls. If not remedied in such time, Hain may immediately
      terminate this Agreement by giving notice to Nordic. If Hain elects to
      purchase Nordic then the parties will have thirty (30) days to agree upon
      a purchase price of the Nordic stock and agree upon how any and all
      corporate or personal guarantees provided for the benefit of Nordic will
      be assumed by Hain or its affiliates. If the parties cannot agree in that
      time, then Hain will ensure that Hain or its affiliates assume all
      liability for guaranties given for the benefit of Nordic and that such
      guarantors are fully released from all liability on such guaranties and
      Hain will purchase all of the stock of Nordic (which stock is wholly owned
      by an affiliate of Nordic), for cash in an amount determined as follows:
      (i) Hain will select an appraiser; (ii) Nordic will select an appraiser;
      (ii) those two appraisers will select a third appraiser; (iv) the three
      appraisers will each individually appraise the Nordic stock (and to the
      extent necessary the Nordic business); and (v) the three appraisals will
      be averaged to determine the selling price of the Nordic stock.

            3.7 Notwithstanding anything herein contained to the contrary, Hain
      guarantees to Nordic that it will maintain minimum production per week of
      85,000 cases on the 4 fillers Lines A, B, C, and E, with no filler line
      capacity usage of more than 15.5 hours per day for five (5) working days
      in a seven (7) day calendar period. Minimum production volume requirements
      shall take effect on the later of when the 1/2 Gallon Filler and the Wedge
      filler have been installed and commissioned, or November 1, 2001. In the
      event total cases ordered by Hain from Nordic on a calendar quarter basis
      is less than 1,105,000 cases, then Hain shall pay Nordic a fee of 38 cents
      ($0.38) per case on such shortfall. Nordic shall, within ten days of the
      end of each calendar quarter, invoice Hain for such shortfall and Hain
      shall pay such invoice within 7 days of receipt of invoice. In the event
      total cases ordered by Hain from Nordic on a calendar quarter basis
      exceeds 1,350,000 cases, then Nordic shall credit Hain an amount equal to
      38 cents ($0.38) per case on such excess. Nordic shall credit Hain's
      account within ten days of the end of each calendar quarter for such
      amount and shall mail written confirmation of such credit to Hain.

      4. Ingredients, Packaging and Certification.

            4.1 Hain shall be responsible for negotiating and contracting for
      the acquisition of all Raw Materials for the manufacture of the Products
      by Nordic. Such contracts for Raw Materials shall be evidenced by written
      agreements ("Hain Contracts"), copies of which shall be delivered to
      Nordic.


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            4.2 Nordic shall order Raw Materials under the Hain Contracts as
      needed to meet Hain's production requirements and Nordic shall pay for
      such items directly to the Raw Material vendors.

            4.3 Hain shall, at its sole cost and expense, secure Kosher and
      organic certification for Nordic's operations, the Products and the Raw
      Materials, and Nordic shall be responsible for maintaining such
      certification. If Nordic compromises such kosher certification, then
      Nordic shall bear the cost of renewing the kosher certification. However,
      if Hain compromises the kosher certification, then Hain shall bear the
      cost to renew the Kosher certification.

            4.4 Hain shall only order and use soy base provided by Sunrich,
      Inc., an affiliate of Nordic, for the production of all Products, within
      the Nodic facility, provided such soy base can be provided by Sunrich,
      Inc. in the quantities required and at prices competitive to comparable
      quality soy base available in the market.

            4.5 Hain shall reimburse Nordic for any and all Raw Materials
      purchased by Nordic which become obsolete. Nordic will invoice Hain for
      such obsolete Raw Materials and Hain will pay Nordic within 7 days of
      receipt of such invoice, provided Nordic uses the inventory on a first-in,
      first-out basis

      5. Storage.

            5.1 All finished Products shall be held and incubated by Nordic for
      bacterial analysis for the periods specified in Exhibit E attached hereto
      ("Incubation").

            5.2 In addition to the other charges herein specified, Nordic shall
      charge Hain a storage fee of $0.10 per pallet of Product per day
      commencing 21 days after the packaging date of the Product through and
      including the date upon which the Product is shipped from Nordic. Nordic
      shall provide warehousing capacity for up to 450,000 cases of Product at
      any one time. In the event Hain requires warehousing needs in excess of
      this limit, Hain shall, at its own cost and expense, contract for and
      obtain such other warehousing requirements. Notwithstanding anything
      herein contained to the contrary, Nordic shall invoice Hain for the
      storage costs on the day the Product is shipped from Nordic and Hain shall
      pay such invoice within 7 days of the date of invoice. Nordic will not be
      responsible to Hain for any drop charges incurred by Hain's haulers due to
      picking up loads at 2 or more Nordic warehouses. Hain will be solely
      responsible for any aged, obsolete or discontinued Product in storage at
      Nordic and shall remove and dispose of such Product at Hain's own cost and
      expense or reimburse Nordic for such costs and expenses if Nordic is
      required to remove and dispose of such Product, provided however, that
      Nordic has properly rotated the Product inventory and maintained an
      accurate Product inventory evidencing the same. Title and risk of loss of
      the Product shall pass to Hain upon the date on which the Product leaves
      Incubation and Nordic invoices Hain for the production of such Product.
      Hain shall take all reasonable acts to remove and dispose of finished
      Product as soon as possible but shall ensure that all finished Product is
      removed and disposed of within 30 days after the Product's expiration
      date. Where


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      Nordic is responsible for providing warehousing of Product, such warehouse
      facilities shall comply with all requirements to ensure organic
      certificate or similar standards. Nordic shall establish and maintain Lot
      Control Procedures as specified by Hain in Exhibit F attached hereto, and
      Nordic shall also provide for a physical inventory of the Product to be
      taken up to two times per year.

      6. Shipment. Hain shall arrange for all shipping of finished Product and
shall pay all the costs of such shipment FOB Nordic loading docks. Hain shall
ensure that all shipments of Product from Nordic are coordinated with truckers
and haulers having appointments with Nordic during the hours of 8:00 AM to 4:00
PM central time, Monday through Friday, excluding holidays. Any additional costs
for palletizing and shipping multiple SKU's on a single pallet will be charged
to Hain at the costs incurred by Nordic, charges not to exceed $15.00/ pallet.
Nordic shall coordinate all shipments of finished Product pursuant to the
written directions and policies of Hain which shall be delivered by Hain to
Nordic at least 7 days prior to their application. In the event Nordic does not
comply with such directions and policies, then Nordic shall be responsible for
and shall reimburse Hain for its costs and losses attributable or caused by
Nordic's non-compliance.

      7. Compensation to Nordic.

            7.1 In addition to the other charges specified herein, Hain shall
      pay Nordic for its services in the amounts specified in Exhibit G attached
      hereto.

            7.2 For Hain orders that are less than the minimum case runs
      specified on Exhibit H attached hereto, Hain shall pay Nordic an amount
      equal to $550 per hour of run time with a minimum charge for 8 hours. Such
      per hour rate shall increase by 5% each year for the duration of this
      Agreement.

            7.3 For test runs, Hain shall pay Nordic an amount equal to $550 per
      hour of run time, with a minimum charge for 8 hours, plus an amount
      sufficient to reimburse Nordic for all direct costs incurred in conducting
      such test runs. The $550 per hour rate amount may increase by 5% each year
      for the duration of this Agreement. In the event the Product for which the
      test run is conducted goes into production, then one-half of all of the
      Nordic incurred direct costs, which have been reimbursed to Nordic by
      Hain, will be refunded to Hain. For purposes of this section, a Product
      will be considered to have gone into production once Nordic has produced
      50,000 cases of the same product category produced at the same time of
      such Product.

            7.4 Nordic also shall invoice Hain as follows:

                  a.    For warehouse storage charges pursuant to Section 5.2
                        hereof, Nordic shall invoice Hain on the day the Product
                        is shipped;

                  b.    For Nordic incurred disposal costs of the Product and
                        Raw Materials, Nordic shall invoice Hain as incurred;


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                  c.    For Product production and packaging pursuant to Exhibit
                        G, Nordic shall invoice Hain on the day the Product
                        leaves Incubation;

                  d.    For production shortfalls and overages pursuant to
                        Section 3.7 hereof, Nordic shall invoice or credit Hain
                        as incurred on a calendar quarter basis;

                  e.    For product run fees and costs pursuant to Sections 7.2
                        and 7.3 hereof, Nordic shall invoice Hain as soon as
                        such runs are complete.

            7.5 All Nordic invoices shall be paid by Hain within 7 days of the
      date of such invoice. Hain shall not deduct any amounts, for disputed
      Nordic invoices without the prior written consent of Nordic except for
      errors in invoicing due to incorrect quantities or incorrect prices.
      Notwithstanding the above, the parties will meet at least quarterly to
      discuss and mutually resolve any invoicing discrepancies.

      8. Confirmation. Nordic agrees to provide Hain with access to all quality
control and other reports Nordic would otherwise undertake or generate to ensure
that Nordic has met its internal standards of production for the Products.

      9. Product Warranty.

            9.1 Nordic warrants and represents to Hain that all packaging and
      processing services performed by Nordic hereunder regarding the Products
      shall be performed in a good and workman like manner in accordance with
      the specifications provided by Hain.

            9.2 Hain warrants and represents to Nordic that all Raw Materials
      and production and packaging specifications and labels specified by Hain
      shall be of a quality sufficient to produce, package, ship and deliver
      finished Product consistent with the standards specified by Hain and all
      such items shall be merchantable and comply with all relevant state and
      federal statutes and regulations, including standards for labeling, and
      that the same shall not infringe in any manner on any trademark,
      tradename, patent, copyright, or other intellectual property rights.
      Nordic shall be responsible for testing incoming receipts of all Raw
      Materials to ensure compliance with Hain Contracts specifications.

            9.3 Hain represents and warrants to Nordic that all formula for
      Product supplied by Hain to Nordic shall be sufficient to meet the
      standards specified by Hain as well as reasonable merchantability
      standards and shall comply with all relevant state and federal statutes
      and regulations.

            9.4 The parties agree that the representations and warranties
      contained in this Agreement shall survive any termination of this
      Agreement.


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      10. Nonconforming Product. In the event of the negligence of Nordic which
causes the Products manufactured hereunder to not conform to the Product
specifications as provided by Hain, or to the terms of the Product purchase
order or to the terms of this Agreement, then Hain, at its option, may reject
the Products within10 days after receipt of production samples by Hain or accept
the Products with a reduction in the purchase price to be agreed upon in writing
by Hain and Nordic. In the event of the negligence of Hain which causes the
Products manufactured hereunder to not conform to the Product specifications as
provided by Hain, or to the terms of the Product purchase order or to the terms
of this Agreement, then Hain shall accept and pay for the Product. In any event,
each party shall reasonably notify the other party of any nonconformity with
respect to the Products. The remedies herein set forth shall be Hain's exclusive
remedy for non-conforming Product.

      11. Inspection and Quality Control. Nordic shall permit authorized
representatives of Hain to enter Nordic's plant during normal business hours for
the purpose of inspecting and testing the Products manufactured by Nordic,
evaluating the methods of manufacturing the Products, and evaluating the
cleanliness and condition of the equipment used in the manufacturing and storage
process. Nordic shall at all times comply with all requirements of the FDA and
other regulatory authorities as to the manufacturing and packaging processes,
including quality control procedures. All such quality control standards shall
be acceptable to Hain and shall be diligently implemented on a consistent basis
in accordance with industry standards. Nordic shall at all times maintain the
necessary licensing from regulatory authorities to permit production of the
Products within its plant in compliance with all applicable laws and
regulations.

      In the event any Product manufactured hereunder is determined by Hain or
regulatory authorities to be defective, adulterated, unfit for human
consumption, or in violation of applicable regulatory provisions, Hain may
require and Nordic shall implement, at Nordic's own cost, additional testing
procedures to identify the problem with the manufacturing process or materials,
including the use of off-site lab testing. If any recall is required due to
Product defects, which are the responsibility of, or caused by the negligence of
Nordic, then Nordic shall reimburse Hain for all costs incurred by Hain in such
recall including, but not limited to, fines and reasonable attorneys fees,
provided that Nordic's maximum liability shall not exceed $5,000,000. If any
recall is required due to Product defects which are the responsibility of or
caused by the negligence of Hain, then Hain shall reimburse Nordic for all costs
incurred by Nordic in such recall including, but not limited to, fines and
reasonable attorneys fees, provided that Hain's maximum liability shall not
exceed $5 million.

      12. Trademarks, Other Rights and Compensation to Hain.

            12.1 It is hereby acknowledged and agreed that Nordic will be
      packaging the Products using Hain's labels, tradenames and trademarks.
      Nordic shall use only labeling approved by Hain and containing all of the
      necessary copyright, tradename and trademark notices, as determined by
      Hain. Nordic shall make no other use of said trademarks, tradenames or
      copyrighted materials. Nordic acknowledges and agrees that Hain is the
      sole and exclusive owner of the trade names, trademarks, formulas and
      copyrights for the Products and will not directly or indirectly challenge
      or impair the


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      validity thereof. Hain hereby agrees to permit and fully authorizes Nordic
      to use any and all of Hain's trademarks, trade names, copyrights, formulas
      and other intellectual property to the extent required for Nordic to
      produce and package the Product, for Hain's use only, as herein provided.
      Nordic agrees not to use Hain's Trademarks and formulas for any other
      customer.

            12.2 For purposes of this section: (1) "Private Label Product" shall
      mean soy based liquid product produced by Nordic or any of its affiliates
      for subsequent sale to customers under a private label brand, which
      production occurs after the date of this Agreement and which production
      does not include production for White Wave, Inc., Galaxy Foods, Inc.,
      Whole Foods, Inc., and the quart sizes for Trader Joe's; and (2) "Gross
      Profit Margin" shall mean the difference between: (i) the net sales (net
      of returns), of Private Label Product by Nordic or its affiliates; less
      (ii) the cost of goods sold, freight, broker fees, third party warehouse
      costs and taxes (other than income taxes), related to the Private Label
      Product. Hain hereby grants to Nordic and its affiliates a license to use
      all of Hain's proprietary ingredients for the production and sale of
      Private Label Products. As consideration for such license, Nordic shall
      pay to Hain a fee equal to 50% of the Gross Profit Margin. Such fee shall
      be payable each calendar quarter by Nordic, within 45 days of the end of
      each calendar quarter. Nordic shall provide adequate evidence of the
      calculations of the Gross Profit Margin to Hain along with the invoice.

      13. Production Support. Should either party determine that a problem
exists with the manufacturing process for a Product, such party shall
immediately contact the other party to resolve the problem. The cost to resolve
the problem shall be borne by the party who is responsible for the problem. If
co-responsibility for the problem is the case, then the parties shall agree to
bear a negotiated percent each. Both parties will mutually resolve third party
actions.

      14. Indemnity.

            14.1 Except for the limitation specified in Section 10 above, Nordic
      shall indemnify, defend, and hold Hain harmless from and against any and
      all losses, damages, costs or liabilities (including reasonable attorneys'
      fees) incurred by Hain arising in any way out of the failure, breach or
      nonfulfillment by Nordic of any representation, warranty, covenant or
      agreement of Nordic herein, including but not limited to, those with
      respect to production process, Product storage, quality control and
      testing, except to the extent caused by the negligence or willful
      misconduct of Hain or any of its agents, employees, officers or directors.

            14.2 Except for the limitation specified in Section 10 above, Hain
      shall indemnify, defend and hold Nordic harmless from and against any and
      all losses, damages, costs or liabilities (including reasonable attorneys'
      fees) incurred by Nordic arising in any way out of the failure, breach or
      nonfulfillment by Hain of any representation, warranty, covenant or
      agreement of Hain herein, including but not limited to, those with respect
      to delivery to Nordic of ingredients, packaging and labeling information,
      except to the extent caused by the negligence or willful misconduct of
      Nordic or any of its agents, employees, officers or directors.


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            14.3 A party will be liable for indemnification under this Section
      only if the party demanding indemnification delivers written notice to the
      other party setting forth in reasonable detail the identity and nature of
      the claims for which indemnification is sought within a reasonable period
      of time after the party demanding indemnification has actual knowledge of
      such claim or claims. The above indemnifications shall survive the
      termination of this Agreement.

      15. Insurance. Each party shall maintain general accident and liability
insurance, including contractual liability, with responsible insurance companies
reasonably acceptable to the other party, with waiver of subrogation and
completed operations coverage, in an amount of at least $5,000,000 combined
single limit, with a deductible of $10,000 or less. Hain shall maintain casualty
insurance on all Raw Materials and finished Product. Each party shall provide
satisfactory evidence to the other party of such insurance upon reasonable
request. All such insurance shall require at least 30 days prior written notice
before termination, cancellation or material modification of the policy and
shall name the other party as an additional insured.

      16. Lien on Finished Product. Hain recognizes and agrees that, until
Nordic is paid for its invoices, Nordic has a producer's security interest on
the applicable finished Product. Hain shall ensure that this lien shall be prior
to all other liens placed on the Product and agrees that it will, at the request
of Nordic, execute a separate Security Agreement, such Uniform Commercial Code
Financing Statements and such other documents as shall be required to evidence
and perfect the same.

      17. Force Majeure. Nordic shall not be responsible to Hain for
non-performance or delay in performance of the terms, conditions and covenants
of this Agreement due to war, warlike operations, riot, insurrection, orders of
government, strikes, lockouts, fire, explosion, or any act of God. However, if
any such cause shall continue for a period of three (3) months, Hain may at the
end of such three (3) month period, by thereafter giving two (2) week's notice
to Nordic, terminate this Agreement.

      18. Term. This Agreement shall have a term of three (3) years and shall be
automatically renewed from year-to-year on an annual basis thereafter, unless
written termination is received by a party at least nine (9) months prior to the
annual renewal of this Agreement or unless terminated as herein provided.

      19. Termination.

            19.1 Either party may terminate this Agreement, with such
      termination becoming effective upon delivery of and receipt by the other
      party of written notice of termination, in the event that:

                  a.    The other party is in breach of any of its
                        representations, warranties, covenants, and/or
                        obligations under this Agreement, provided the
                        terminating party has given the other party written

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                        notice specifying such breach, requesting that the other
                        party remedy the same, and the other party has failed to
                        remedy such breach within twenty (20) business days
                        after receipt of notice; or

                  b.    The other party is adjudicated a bankrupt, or makes an
                        assignment for the benefit of creditors, or a voluntary
                        or involuntary petition in bankruptcy is filed against
                        such party, or proceedings appointing a receiver over
                        the assets of the party or a proceeding concerning the
                        reorganization of such party are instituted.

            19.2 Except where an advance notice period is specified herein, any
      termination hereunder shall be effective upon delivery of and receipt by
      the other party of written notice of termination. Upon termination
      pursuant to the provisions hereof, neither party shall have any further
      obligations with respect to the purchase, sale or manufacture of future
      orders of Products. Notwithstanding the foregoing, each party shall remain
      liable for performing all obligations to the date of termination,
      including payment for services rendered to such date. Within 20 days
      following termination of this Agreement, Hain shall remove all Products
      from storage at Nordic and pay all charges due Nordic and remove: (i) all
      ingredients comprising the Raw Materials at Nordic provided the supply of
      such ingredients does not exceed 90 days of production needs; and (ii) all
      packaging materials comprising the Raw Materials provided such packaging
      materials have been purchased pursuant to Hain Contracts. Notwithstanding
      the foregoing, the confidentiality and indemnification provisions along
      with the warranties and representation contained in this Agreement shall
      survive termination.

      20. Board of Directors. Hain shall be given notice of, and may attend, all
Board of Directors' meetings of Nordic, which shall be held quarterly. Hain may
participate in such meetings on an advisory basis but will have no voting powers
and no rights as a board member.

      21. Confidentiality.

            21.1 The parties acknowledge that each party ("Receiving Party") may
      acquire knowledge of certain of the other party's ("Protected Party")
      trade secrets and confidential information relating to each party's
      businesses and products including the Products, ingredients, recipes,
      manufacturing processes, packaging processes, technical data, other
      proprietary information, and the identity of customers and potential
      customers during the term of this Agreement. All such information, whether
      it is proprietary to the Protected Party or proprietary to others and
      entrusted to the Protected Party and whether or not it or they constitute
      trade secrets, is hereinafter referred to as "Confidential Information."
      Confidential Information shall not include information which:

                  a.    Is, or shall have been in the possession of the
                        Receiving Party prior to disclosure thereof by the
                        Protected Party; dating to the beginning of the parties
                        commercial relationship.


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<PAGE>

                  b.    Is, or through no fault of the Receiving Party becomes,
                        published or otherwise available to others or the public
                        under circumstances such that others or the public may
                        utilize the same without any direct or indirect
                        obligation to the Protected Party;

                  c.    Is, or at any time may be, acquired by the Receiving
                        Party from any third party rightfully possessed of the
                        same and having no direct or indirect obligation to the
                        Protected Party with respect to the same; or

                  d.    Is requested or required by legal process or court order
                        to be disclosed; provided, however, the Receiving Party
                        will provide the Protected Party with prompt notice of
                        any such requirement or order so that the Protected
                        Party may seek an appropriate protective order or waive
                        compliance with the provisions of this Agreement.

            21.2 The Receiving Party acknowledges that the Confidential
      Information, whether written or oral, is of substantial value to the
      Protected Party's business and agrees to keep the same confidential, and
      shall not in any manner or fashion, disclose, transfer, or divulge it to
      any person during or after the term hereof for any purpose other than the
      manufacture of Products for Hain. This covenant of confidentiality shall
      apply in all respects to each party's directors, officers, shareholders
      and employees and shall survive the termination of this agreement.

            21.3 The Receiving Party further agrees and acknowledges that any
      breach of any of the covenants or agreements set forth in this Section
      will cause the Protected Party irreparable harm for which there is no
      adequate remedy at law, and the Receiving Party hereby consents to any
      issuance of an injunction or other equitable relief in favor of the
      Protected Party enjoining the breach of any such covenants or agreements.
      If any of such covenants or agreements are held to be unenforceable
      because of their scope or duration, or the area or subject matter covered
      thereby, the parties agree that the court making such determination shall
      have the power to reduce or modify the scope, duration, subject matter,
      and/or area of such covenant or agreement to the extent such reduction or
      modification allows the maximum scope, duration, subject matter and/or
      area permitted by applicable law. The parties further agree and
      acknowledge that the covenants, agreements and remedies provided for
      herein are in addition to, and are not to be construed as replacements for
      or limited by, rights or remedies otherwise available including, but not
      limited to, those rights and remedies contained in any relevant state or
      federal law.

      22. Notices. All notices required hereunder shall be in writing and
delivered personally or mailed by certified mail, postage prepaid, or sent by
nationally recognized overnight courier addressed to the parties at the
following addresses:


                                       11
<PAGE>

      If to Nordic Aseptic:                Mr. Allan Routh
                                           C/o Sunrich, Inc.
                                           3824 S.W. 93rd Street
                                           Hope, MN 56046

                                           Mr. Dennis Anderson
                                           C/o Northern Food & Dairy, Inc.
                                           PO Box 98
                                           Alexandria, Minnesota

      With a copy to:                      Stanley J. Duran
                                           C/o Lindquist & Vennum
                                           80 South Eight Street, Suite 4300
                                           Minneapolis, MN 55402

      If to Hain:                          Gary M. Jacobs CFO
                                           THE HAIN CELESTIAL GROUP, INC.
                                           50 Charles Lindbergh Boulevard
                                           Uniondale, NY  11553

                                           Andrew Jacobson
                                           THE HAIN CLESTIAL GROUP, INC.
                                           50 Charles Lindbergh Boulevard
                                           Uniondale, NY  11553

                                           Andy Lane
                                           THE HAIN CELESTIAL GROUP, INC.
                                           50 Charles Lindbergh Boulevard
                                           Uniondale, NY  11553

      Any party may change its address by giving notice of its new address in
writing to the other party. Unless otherwise provided herein, notice shall be
considered as properly given upon the date of mailing such notice.

      23. No Relationship. The parties agree that no relationship between them
exists or is created by their execution and performance of this Agreement except
the independent contractor relationship specifically created herein.
Specifically, the parties are not, have not, and have never intended to create,
a relationship, which could be characterized as a partnership, a joint venture,
or any other similar relationship.

      24. Counterparts. This Agreement may be executed in counterparts and by
different parties on different counterparts with the same effect as if the
signatures thereto were on the same instrument. This Agreement shall be
effective and binding upon all parties hereto at such time as all parties have
executed a counterpart of this Agreement.


                                       12
<PAGE>

      25. Binding Effect; Successors and Assigns. This Agreement shall be
binding upon and inure to the benefit of each party hereto and its respective
successors and assigns. Notwithstanding the foregoing, neither party shall
assign or transfer any of its rights or obligations hereunder without the prior
written consent of the other party, which consent shall not be unreasonably
withheld.

      26. Entire Agreement. This Agreement represents the entire understanding
of and all agreements between the parties concerning the subject matter hereof
and supersedes all prior agreements whether written or oral, relating thereto.

      27. Modifications and Waiver. No purported amendment, modification or
waiver of any provision hereof shall be binding unless set forth in a written
document signed by all parties (in the case of amendments or modifications) or
by the party to be charged thereby (in the case of waivers), and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given. No failure on the part of either party to
exercise or delay in exercising, and no course of dealing with respect to, any
right, power or privilege under this Agreement shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, power or
privilege under this Agreement preclude any other or further exercise thereof or
the exercise of any other right, power or privilege.

      28. Governing Law, Dispute Resolution. This Agreement and the legal
relations between the parties shall be governed by and construed in accordance
with the laws of the State of Minnesota. Disputes arising hereunder shall be
arbitrated using the American Arbitration Association and applying the rules of
the American Arbitration Association. The parties shall share the cost of
arbitration equally and be responsible for their own counsel and expert witness
fees. All arbitrations shall be binding.

      29. Severability. Whenever possible, each provision of this Agreement
shall be interpreted in such a manner as to be effective and valid under
applicable law, but, if any provision of this Agreement shall be held to be
prohibited or invalid in any jurisdiction under such applicable law, such
provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement.

      30. Headings. Section headings provided herein are strictly for ease of
reference and shall not be used to interpret, expand or limit the provisions
hereof.

      31. Sale of Nordic. In the event the directors and shareholders of Nordic
intend to explore selling the assets or the stock of Nordic to any person or
entity other than to an affiliate of Nordic or an affiliate of any parent or
subsidiary of Nordic, then Nordic will notify Hain and Hain shall have 45 days
to make an offer to acquire all of the stock of Nordic. In the event Hain does
not make such an offer or if the directors and/or shareholders of Nordic
determine that such offer is not acceptable, then the Nordic stock and assets
may be sold to any other entity without any further obligation, option, notice
or liability to Hain, other than the acquiring party shall be bound by the
existing contract with Hain. If an unsolicited offer to acquire the assets or
the stock of Nordic is received from an entity other than an affiliate of Nordic
or an affiliate of any parent


                                       13
<PAGE>

or subsidiary of Nordic, then Nordic will notify Hain and Hain shall have 45
days to match the unsolicited offer. In the event Hain does not match such offer
in such time period, then Nordic may complete a sale pursuant to the unsolicited
offer providing such transaction is closed within 180 days of the expiration of
the 45 day response period.

      32. Control of Hain. In the event the ownership or control of Hain
changes, or if Hain is merged into or acquired by any other entity, or if a
material portion of Hain's assets are acquired by any other entity, this
Agreement shall be specifically assumed by such successor party. In such event,
Hain and the successor party shall execute any and all documents reasonably
requested by Nordic to ensure and confirm the continuation of this Agreement.

      33. Control of State Technology Ltd. In the event the ownership or control
of Stake Technology changes, or if Stake is merged into or acquired by any other
entity or if a material portion of Stake's assets are acquired by any other
entity, this Agreement shall be specifically assumed by such successor party. In
such event, Stake and the successor party shall execute any and all documents
reasonably requested by Hain to ensure and confirm the continuation of this
Agreement. If Sake is sold to a competitor of Hain, or a company that becomes a
competitor of Hain within one year of acquisition Hain shall have the right to
terminate the Agreement.

      34. Nordic will document and achieve $2.0 millions of cost savings to Hain
for the 12 month period commencing with the effective date of this Agreement
(estimated to be March 15, 20002). As detailed on attachment Exhibit I. In the
event the savings are not achieved, Hain has the right to terminate the
contract, or Nordic has the right to pay the difference to Hain to maintain the
Agreement.

      IN WITNESS WHEREOF, each of the parties hereto have caused this Agreement
to be executed in the manner appropriate to each, to be effective as of the day
and year first above written.

NORDIC ASEPTIC, INC                        THE HAIN CELESTIALGROUP, INC.


By: "Dennis Anderson"                      By: Gary M. Jacob
Its                                        Its EVP Finance
    --------------------------

The undersigned hereby executes this Agreement for the purposes of Sections 3.6
and 31 hereof, in that the undersigned owns all of the outstanding stock of
Nordic and agrees to be bound by the


                                       14
<PAGE>

terms of such Sections only as the owner of such stock and not otherwise as a
party, guarantor or indemnitor of this Agreement.

SUNRICH FOOD GROUP, INC.
By  "Jeremy N. Kendall"
Its  Chairman


                                       15
<PAGE>

                                    EXHIBIT A

                                    PRODUCTS

--------------------------------------------------------------------------------
   96015     Unsweetened                     98073      Tropical Smoothie
--------------------------------------------------------------------------------
   96049     Lite Plain                      98076      Banana Berry Smoothie
--------------------------------------------------------------------------------
   96079     Lite Vanilla                   HZ73010     Heinz Original
--------------------------------------------------------------------------------
   96109     Lite Coco                      HZ73020     Heinz Vanilla
--------------------------------------------------------------------------------
   96200     Plus Plain                     HZ73030     Heinz Chocolate
--------------------------------------------------------------------------------
   96225     Plus Vanilla                    98506      Lite Plain Wedge
--------------------------------------------------------------------------------
   96229     Club Pk - Plus Vanilla          98507      Lite Vanilla Wedge
--------------------------------------------------------------------------------
   96282     Smart Plus Vanilla              98515      Plus Plain Wedge
--------------------------------------------------------------------------------
   96287     Smart Plus Plain                98517      Plus Vanilla Wedge
--------------------------------------------------------------------------------
   96402     Low Fat Chocolate               98536      Rice Plain Wedge
--------------------------------------------------------------------------------
   96810     Low Fat Plain                   98537      Rice Vanilla Wedge
--------------------------------------------------------------------------------
   96860     Low Fat Vanilla                 98546      Cafe WB Coffee Wedge
--------------------------------------------------------------------------------
   96920     Chai Quarts                     98547      Cafe WB Fr Vanilla Wedge
--------------------------------------------------------------------------------
   96950     Green Tea Chai                  98548      Cafe WB Mocha Wedge
--------------------------------------------------------------------------------
   97000     Rice Drink Plain                98556      Chai Wedge
--------------------------------------------------------------------------------
   97001     Rice Drink Vanilla              98566      Juice Bar Apple Wedge
--------------------------------------------------------------------------------
   97004     Fat Free Vanilla                98567      Juice Bar Berry Wedge
--------------------------------------------------------------------------------
   97005     Fat Free Plain                  98568      Juice Bar Orange Wedge
--------------------------------------------------------------------------------
   97450     Vanilla Drink Shake             98826      Non Fat Plain Wedge
--------------------------------------------------------------------------------
   97453     Chocolate Drink Shake           98827      Non Fat Vanilla Wedge
--------------------------------------------------------------------------------

Dated: 08/06/01                              NORDIC ASEPTIC, INC.

                                             By:   "Dennis Anderson"
                                             Its:  Vice President

Dated: 08/06/01                              THE HAIN CELESTIAL GROUP, INC.

                                             By:   "Gary M. Jacob"
                                             Its:  EVP Finance


                                       16
<PAGE>

                                    EXHIBIT B

                             PRODUCT SPECIFICATIONS


                           "Schedule never completed"


                                       17
<PAGE>

                                    EXHIBIT C

                             PROPRIETARY INGREDIENTS

                           "Schedule never completed"


                                       18
<PAGE>

                                    EXHIBIT D

CAPACITY PER DAY PER FILLER LINE ASSUMING OPERATIONS OF 15.5 HOURS PER DAY AND 5
DAYS PER WEEK

FILLER A - SLIM LINE QUART                     7,800 per day (12 pack Case)

FILLER B - SLIM LINE QUART                     7,800 per day (12 pack Case)

FILLER C - SCREWTOP QUART                      13,100 per day (6 Pack Case)

FILLER D - WEDGE                               6,510 per day (12 Pack Case)

FILLER E - (1/2 GALLON)                        9,750 per day (8 Pack Case)
(to be installed)


                                       19
<PAGE>

                                    EXHIBIT E

                          INCUBATION PERIOD BY PRODUCT

<TABLE>
<CAPTION>
------------------------------------------------------------        ------------------------------------------------------------
   SKU#   Product Description         Size      Incubation            SKU#    Product Description          Size     Incubation
                                                   Time                                                                Time
------------------------------------------------------------        ------------------------------------------------------------
<S>       <C>                         <C>         <C>                 <C>     <C>                          <C>        <C>
  96049   Lite Plain                  32 oz.      7 day               98543   Cafe Mocha                   6.3 oz.    14 day
------------------------------------------------------------        ------------------------------------------------------------
  98501   Lite Plain                  6.3 oz.     7 day               98548   Cafe Mocha Case Pk           6.3 oz.    14 day
------------------------------------------------------------        ------------------------------------------------------------
  98506   Lite Plain Case Pk          6.3 oz.     7 day
------------------------------------------------------------        ------------------------------------------------------------
  96602   Lite Plain Canadian         946 mL      7 day               98050   Juice Bar Apple              32 oz.     14 day
------------------------------------------------------------        ------------------------------------------------------------
  96079   Lite Vanilla                32 oz.      7 day               98561   Juice Bar Apple              6.3 oz.    14 day
------------------------------------------------------------        ------------------------------------------------------------
  98502   Lite Vanilla                6.3 oz.     7 day               98566   Juice Bar Apple Case Pk      6.3 oz.    14 day
------------------------------------------------------------        ------------------------------------------------------------
  98507   Lite Vanilla Case Pk        6.3 oz.     7 day
------------------------------------------------------------        ------------------------------------------------------------
  96601   Lite Vanilla Canada         946 mL      7 day               98060   Juice Bar Orange             32 oz.     14 day
------------------------------------------------------------        ------------------------------------------------------------
                                                                      98563   Juice Bar Orange             6.3 oz.    14 day
------------------------------------------------------------        ------------------------------------------------------------
  96200   Plus Plain                  32 oz.      7 day               98568   Juice Bar Orange Case Pk     6.3 oz     14 day
------------------------------------------------------------        ------------------------------------------------------------
  98511   Plus Plain                  6.3 oz.     7 day
------------------------------------------------------------        ------------------------------------------------------------
                                                                      98060   Juice Bar Berry              32 oz.     14 day
------------------------------------------------------------        ------------------------------------------------------------
  98515   Plus Plain Case Pk          6.3 oz.     7 day               98562   Juice Bar Berry              6.3 oz.    14 day
------------------------------------------------------------        ------------------------------------------------------------
  96225   Plus Vanilla                32 oz.      7 day               98567   Juice Bar Berry Case Pk      6.3 oz.    14 day
------------------------------------------------------------        ------------------------------------------------------------
  96229   Plus Vanilla Club Pk        32 oz.      7 day
------------------------------------------------------------        ------------------------------------------------------------
  98512   Plus Vanilla                6.3 oz.     7 day               96109   Lite Cocoa                   32 oz.     14 day
------------------------------------------------------------        ------------------------------------------------------------
  98517   Plus Vanilla Case Pk        6.3 oz.     7 day
------------------------------------------------------------        ------------------------------------------------------------
                                                                      96240   Plus Cocoa                   32 oz      14 day
------------------------------------------------------------        ------------------------------------------------------------
  96810   Lowfat Plain                32 oz.      7 day
------------------------------------------------------------        ------------------------------------------------------------
  96860   Lowfat Vanilla              32 oz.      7 day               96400   Low Fat Chocolate            32 oz      14 day
------------------------------------------------------------        ------------------------------------------------------------

------------------------------------------------------------
  97004   Nonfat Vanilla              32 oz.      7 day
------------------------------------------------------------
  98522   Nonfat Vanilla              6.3 oz.     7 day
------------------------------------------------------------
  98827   Nonfat Vanilla Case Pk      6.3 oz.     7 day
------------------------------------------------------------
  97005   Nonfat Plain                32 oz.      7 day             New Products
------------------------------------------------------------        ------------------------------------------------------------
  98521   Nonfat Plain                6.3 oz.     7 day               SKU#    Product Description          Size     Incubation
                                                                                                                       Time
------------------------------------------------------------        ------------------------------------------------------------
  98826   Nonfat Plain Case Pk        6.3 oz.     7 day               96950   Green Tea Chai*              32 oz.     14 day
------------------------------------------------------------        ------------------------------------------------------------

------------------------------------------------------------        ------------------------------------------------------------
  96280   Smart Plus Vanilla          32 oz.      7 day               97083   Unsweetened Vanilla*         32 oz.     14 day
------------------------------------------------------------        ------------------------------------------------------------
  96285   Smart Plus Plain            32 oz.      7 day
------------------------------------------------------------        ------------------------------------------------------------
                                                                      97450   Vanilla Shake*               32 oz.     14 day
------------------------------------------------------------        ------------------------------------------------------------
  96015   Unsweetened Organic         32 oz.      7 day               97453   Chocolate Shake**            32 oz.     14 day
------------------------------------------------------------        ------------------------------------------------------------
  96025   Original Organic            32 oz.      7 day
------------------------------------------------------------        ------------------------------------------------------------
  96033   Org. Organic Canada         946 mL      7 day               98073   Tropic Whip Smoothie**       32 oz.     14 day
------------------------------------------------------------        ------------------------------------------------------------
                                                                      98076   Banana Berry Smoothie**      32 oz.     14 day
------------------------------------------------------------        ------------------------------------------------------------
  97000   Rice Drink Plain            32 oz.      7 day
------------------------------------------------------------        ------------------------------------------------------------
  98531   Rice Drink Plain            6.3 oz.     7 day              HZ73030  Heinz Chocolate              32 oz.     14 day
------------------------------------------------------------        ------------------------------------------------------------
  98536   Rice Drink Plain Case Pk    6.3 oz.     7 day             *     Incubation will be 14 days for the first 3 months of
------------------------------------------------------------              production. At that time the incubation period will be
  97001   Rice Drink Vanilla          32 oz.      7 day                   reviewed and might be reduced to 7 days.
------------------------------------------------------------
  98532   Rice Drink Vanilla          6.3 oz.     7 day             **    Incubation will remain at 14 days after 3 months
------------------------------------------------------------
  98537   Rice Drink Vanilla Case Pk  6.3 oz.     7 day
------------------------------------------------------------

------------------------------------------------------------
  71001   Hain Plain                  6.3 oz.     7 day
------------------------------------------------------------
  71011   Hain Vanilla                6.3 oz.     7 day
------------------------------------------------------------

------------------------------------------------------------
  96920   Chai                        32 oz.      7 day
------------------------------------------------------------
  98551   Chai                        6.3 oz.     7 day
------------------------------------------------------------
  98556   Chai Case Pk                6.3 oz.     7 day
------------------------------------------------------------

------------------------------------------------------------
  98541   Cafe Coffee                 6.3 oz.     7 day
------------------------------------------------------------
  98546   Cafe Coffee Case Pk         6.3 oz.     7 day
------------------------------------------------------------

------------------------------------------------------------
  98542   Cafe French Vanilla         6.3 oz.     7 day
------------------------------------------------------------
  98547   Cafe French Vanilla Case    6.3 oz.     7 day
------------------------------------------------------------

------------------------------------------------------------
 HZ73010  Heinz Original              32 oz.      7 day
------------------------------------------------------------
 HZ73020  Heinz Vanilla               32 oz.      7 day
------------------------------------------------------------
</TABLE>


                                       20
<PAGE>

                                    EXHIBIT F

                             LOT CONTROL PROCEDURES

                           "Schedule never completed"


                                       21
<PAGE>

                                    EXHIBIT G
                         "SCHEDULE OF FEES FOR SERVICES"

FOR SLIM LITER PRODUCTION, the sum of:

1.    Base co-pack rate of $1.55 per 12 pack case.

2.    Raw Material ingredients @ 109% of cost. Raw Material cost based on Hain
      formulation as in Schedule 1. All Hain formulas shall have the yield
      calculated at .5% (1/2%) over minimum solids.

3.    Packaging costs @ 105% of cost. See Schedule 2 for total packaging cost
      example.

FOR SQUARE QUARTS PRODUCTION, the sum of:

1.    Base co-pack rate of $.85 per 6 pack case.

2.    Raw Material ingredients @109% of cost. Raw Material cost based on Hain
      formulation as in Schedule 1. All Hain formulas shall have the yield
      calculated at .5% (1/2%) over minimum solids.

3.    Packaging costs @ 105% of cost. See Schedule 2 for total packaging cost
      example.

4.    Premium of $.0625 per 6 pack case on the first 4,400,000 cases produced on
      the Tetra Pak filler known as "one liter square screw top" (or other
      machines which replace or supplement such machine). Nordic shall pay Tetra
      Pak within thirty days after the last day of each month during which such
      amounts have been collected from Hain. Nordic shall be obligated to
      transfer the premiums it receives from Hain to Tetra Pak and understands
      that Tetra Pak may declare the Tetra Pak leases with Nordic to be in
      default if Hain fails to pay such premiums.

5.    Price changes shall be adjusted for Rice sweetener, Maltodextrin, Soy Base
      and Packaging at the time when Nordic's prices change from the suppliers
      of such, and all other costs shall be changed on a calender quarter to
      reflect the most recent price from suppliers.

FOR SLIM LITER CLUB PACK PRODUCTION, the sum of

1.    Base co-pack rate of $1.67 per 12 pack case.

2.    Raw Material ingredients @109% of cost. Raw Material cost based on Hain
      formulation as in Schedule 1. All Hain formulas shall have the yield
      calculated at .5% (1/2%) over minimum solids.

3.    Packaging costs @ 105% of cost. See Schedule 2 for total packaging cost
      example.


                                       22
<PAGE>

FOR WEDGE PRODUCTION, the sum of

1.    Base co-pack rate of $0.98 per 12 pack case.

2.    Raw Material ingredients @ 109% of cost. Raw Material cost based on Hain
      formulation as in Schedule 1. All Hain formulas shall have the yield
      calculated at .5% (1/2%) over minimum solids.

3.    Packaging costs @ 105% of cost. See Schedule 2 for total packaging cost
      example. The "Miscellaneous" Packaging Costs on Schedule 2 to be at cost,
      with no 5% markup.

FOR 1/2 GALLON PRODUCTION, the sum of

1.    Base co-pack rate of $1.95 per 8 pack case.

2.    Raw Material ingredients @ 109% of cost. Raw Material cost based on Hain
      formulation as in Schedule 1. All Hain formulas shall have the yield
      calculated at .5% (1/2%) over minimum solids.

3.    Packaging costs @ 105% of cost. See Schedule 2 for total packaging cost
      example. The Miscellaneous" Packaging Costs on Schedule to be at cost,
      with no 5% markup.

4.    Premium of $0.25 per case will be charged to Hain on the first 1,300,000
      cases produced.

OTHER CHARGES:

1.    On any new filler installation not shown above, a premium of 25% shall be
      charged to Hain unless the parties mutually agree to change the base
      co-pack fee for the first 100,000 cases. Additionally, the pricing for Raw
      Materials shall be increased by 10% for the first 100,000 cases.

2.    The Wedge machine will be disassembled. If Hain requires the Wedge machine
      to be reinstalled and then discontinues the Wedge within 2 years of the
      date of such reinstallation, then Hain agrees to pay for 1/2 of the
      reinstallation costs. Such payment by Hain shall not exceed $20,000.

3.    In the event Hain requests Nordic to ship samples, Nordic shall charge
      Hain, and Hain shall pay Nordic within 7 days of the date it receives
      Nordic's invoice, a handling fee of $2.00 per case.


                                       23
<PAGE>

                                    EXHIBIT G

                                   Schedule 1

                            Hain Formula for Each SKU

"Schedule never completed, formulas provided on an ongoing basis which are
maintained separately in a strictly confidential binder."


                                       24
<PAGE>

                                    EXHIBIT G

                                   Schedule 2

                     System for Calculating Packaging Costs

                           "Schedule never completed"

                               NORDIC ASEPTIC, INC
                            PACKAGING COSTS-CLUB PAK

COMPONENT               ITEM                      $/CS            $/CARTON
---------               ----                      ----            --------
TETRA PACKAGING         CARTON                    $               $
                        PEP                       $               $
                        PULL TAB                  $               $
                        RECAP                     $               $
                        PPP                       $               $

                TOTAL TETRA PCKG COST             $               $

CASE                    SHIPPER                   $               $

                TOTAL CASE PCKG COST              $               $

MISCELLANEOUS           PEROXIDE                  $               $
                        NITROGEN                  $               $
                        STRETCH WRAP              $               $
                        LOCATOR TICKET            $               $
                        PALLET                    $               $
                        SLIP SHEET                $               $
                        LOCK-N-POP                $               $
                        CASE CODE                 $               $
                        CAP GLUE                  $               $
                        CASE GLUE                 $               $
                        CLUB HANDLE               $               $
                        CLUB TAPE                 $               $
                        CLUB UPC                  $               $
                        CLUB WRAP                 $               $

                TOTAL MISC PCKG COST              $               $


                                       25
<PAGE>

                               NORDIC ASEPTIC, INC
                           PACKAGING COSTS-SLIM LITER

COMPONENT               ITEM                      $/CS            $/CARTON
---------               ----                      ----            --------
TETRA PACKAGING         CARTON                    $               $
                        PEP                       $               $
                        PULL TAB                  $               $
                        RECAP                     $               $
                        PPP                       $               $

                TOTAL TETRA PCKG COST             $               $

CASE                    SHIPPER                   $               $

                TOTAL CASE PCKG COST              $               $

MISCELLANEOUS           PEROXIDE                  $               $
                        NITROGEN                  $               $
                        STRETCH WRAP              $               $
                        LOCATOR TICKET            $               $
                        PALLET                    $               $
                        SLIP SHEET                $               $
                        LOCK-N-POP                $               $
                        CASE CODE                 $               $
                        CAP GLUE                  $               $
                        CASE GLUE                 $               $

                TOTAL MISC PCKG COST              $               $



                                       26
<PAGE>

                               NORDIC ASEPTIC, INC
                          PACKAGING COSTS-SQUARE QUART

COMPONENT               ITEM                      $/CS            $/CARTON
---------               ----                      ----            --------
TETRA PACKAGING         CARTON                    $               $
                        PEP                       $               $
                        PULL TAB                  $               $
                        SCREW CAP                 $               $
                        PPP                       $               $

                TOTAL TETRA PCKG COST             $               $

CASE                    SHIPPER                   $               $

                TOTAL CASE PCKG COST              $               $
MISCELLANEOUS           PEROXIDE                  $               $
                        NITROGEN                  $               $
                        STRETCH WRAP              $               $
                        LOCATOR TICKET            $               $
                        PALLET                    $               $
                        SLIP SHEET                $               $
                        LOCK-N-POP                $               $
                        CASE CODE                 $               $
                        CAP GLUE                  $               $
                        CASE GLUE                 $               $

                TOTAL MISC PCKG COST              $               $


                                       27
<PAGE>

                               NORDIC ASEPTIC, INC
                              PACKAGING COSTS-WEDGE

COMPONENT               ITEM                      $/CS            $/CARTON
---------               ----                      ----            --------
TETRA PACKAGING         CARTON                    $               $
                        PEP                       $               $
                        PULL TAB                  $               $
                        RECAP                     $               $
                        PPP                       $               $

                TOTAL TETRA PCKG COST             $               $

CASE                    SHIPPER                   $               $

                TOTAL CASE PCKG COST              $               $

MISCELLANEOUS           PEROXIDE                  $               $
                        NITROGEN                  $               $
                        STRETCH WRAP              $               $
                        LOCATOR TICKET            $               $
                        PALLET                    $               $
                        SLIP SHEET                $               $
                        CASE CODE                 $               $
                        STRAW                     $               $
                        STRAW GLUE                $               $
                        CASE GLUE                 $               $

                TOTAL MISC PCKG COST              $               $



                                       28
<PAGE>

                                    EXHIBIT H

Following are the minimum production run quantities for manufacture of Hain
products

--------------------------------------------------------------------------------
      SKU             DESCRIPTION                               MIN. RUN SIZE
--------------------------------------------------------------------------------
     96015     UNSWEETENED                                          5,000
--------------------------------------------------------------------------------
     96049     LITE PLAIN                                           5,000
--------------------------------------------------------------------------------
     96079     LITE VANILLA                                         5,000
--------------------------------------------------------------------------------
     96109     LITE COCO                                            5,000
--------------------------------------------------------------------------------
     96200     PLUS PLAIN                                           5,000
--------------------------------------------------------------------------------
     96225     PLUS VANILLA                                         5,000
--------------------------------------------------------------------------------
     96229     CLUB PK PLUS VANILLA                                 5,000
--------------------------------------------------------------------------------
     96282     SMART PLUS VANILLA                                   5,000
--------------------------------------------------------------------------------
     96287     SMART PLUS PLAIN                                     5,000
--------------------------------------------------------------------------------
     96402     LOW FAT CHOCOLATE                                    5,000
--------------------------------------------------------------------------------
     96810     LOW FAT PLAIN                                        5,000
--------------------------------------------------------------------------------
     96860     LOW FAT VANILLA                                      5,000
--------------------------------------------------------------------------------
     97000     RICE DRINK PLAIN                                     5,000
--------------------------------------------------------------------------------
     97001     RICE DRINK VANILLA                                   5,000
--------------------------------------------------------------------------------
     97004     FAT FREE VANILLA                                     5,000
--------------------------------------------------------------------------------
     97005     FAT FREE PLAIN                                       5,000
--------------------------------------------------------------------------------
     98506     LITE PLAIN WEDGE                                     4,000
--------------------------------------------------------------------------------
     98507     LITE VANILLA WEDGE                                   4,000
--------------------------------------------------------------------------------
     98515     PLUS PLAIN WEDGE                                     4,000
--------------------------------------------------------------------------------
     98517     PLUS VANILLA WEDGE                                   4,000
--------------------------------------------------------------------------------
     98536     RICE PLAIN WEDGE                                     4,000
--------------------------------------------------------------------------------
     98537     RICE PLAIN VANILLA WEDGE                             4,000
--------------------------------------------------------------------------------
     98546     CAFE WB COFFEE WEDGE                                 4,000
--------------------------------------------------------------------------------
     98547     CAFE WB FRENCH VANILLA WEDGE                         4,000
--------------------------------------------------------------------------------
     98548     CAFE WB MOCHA WEDGE                                  4,000
--------------------------------------------------------------------------------
     98556     CHIA WEDGE                                           4,000
--------------------------------------------------------------------------------
     98566     JUICE BAR APPLE WEDGE                                4,000
--------------------------------------------------------------------------------
     98567     JUICE BAR BERRY WEDGE                                4,000
--------------------------------------------------------------------------------
     98568     JUICE BAR ORANGE WEDGE                               4,000
--------------------------------------------------------------------------------
     98826     NONFAT PLAIN WEDGE                                   4,000
--------------------------------------------------------------------------------
     98827     NONFAT VANILLA WEDGE                                 4,000
--------------------------------------------------------------------------------

Notes:

      In general, run sizes should be calculated to use up all perishable
      ingredients. All unused perishable ingredients at the end of a production
      run will be destroyed.


<PAGE>

                                    EXHIBIT I

POTENTIAL COST SAVINGS RELATED TO NEW NORDIC AGREEMENT

Potential areas of savings:

1.    Tolling fee:
      According to the data received from Nordic, and the comparison
      to Parmalat there is a savings of $.0125 per case in tolling
      fee.

2.    Freight savings:

      Freight-in:
      Savings on freight-in of soy solids based on calendar 2000
      actual usage, to the applicable production facilities.

      Freight-out:
      The cost of shipping from TLC versus Nordic to customers is
      relatively the same, therefore no cost savings assumed.

      Cost of shipping from Farmland versus Nordic                       -23,011
      Cost of shipping from Farmland to Dayton whse.                      26,600
      Net savings/additional cost considered nil.

3.    Warehousing:
      Cost of warehousing at TLC for the first month per case             0.1027
      Cost of warehousing at Nordic for the first month per case          0.0126
                                                                         -------
      Savings per case currently store at TLC                             0.0901
                                                                         -------
      Produced 1.3 m case @ .09

4.    Start-up cost:
      Per the agreement there is a start-up cost of $.25 per case
      on the 1/2 gallon machine at Nordic for the first 1.3 million
      cases. Assume year one cases to be   750,000                      -187,500

5.    Savings from going turnkey:
      Carrying costs of raw materials at both Nordic and Parmalat,
      Estimated at $2.7 million at 5% per year                           135,000

      Carrying cost of safety stock of finished goods, due to two
      locations, That we estimate can be reduced by $750,000 at
      5% costs                                                            37,500
                                                                         -------

      Total estimated savings today                                      823,000
                                                                         -------


<PAGE>

ADDITIONAL CONSIDERATONS:

      1.    Potential savings of raw material costs due to better levels/more
            efficient purchasing and shipping to one location.

      2.    More efficiencies in order allocation and management of shipments to
            customers by having all our inventory in one location.

      3.    Avoiding potential price increases from both packers due to having
            multiple plants and their need to cover their cost with less than
            required volume to cover costs.

      SUMMARY

      1.  Cost saving by SKU                                1,070.0
      2.  Whse savings                                        117.0
      3.  Carrying Costs savings                              172.5
      4.  Start up cost of 1/2 gallon (750 K cases)          (187.5)
                                                            -------
                  Total Savings                             1,172.0
                                                            -------


<PAGE>

ADDENDUM TO THE PRODUCTION AGREEMENT BETWEEN NORDIC ASEPTIC, INC. AND HAIN
CELESTIAL GROUP DATED August, 2001

This Addendum to the Production Agreement ("Agreement") between Nordic Aseptic,
Inc.("Nordic") and Hain Celestial Group ("Hain") is entered into and effective
this 6 day of August, 2001. Whereas Nordic and Hain desire to provide certain
changes to that Production Agreement as follows:

      1.    Nordic agrees to obtain credit approval of all Raw Material and
            Packaging Vendors in sufficient dollar amount to fulfill Nordic's
            obligations under the Agreement. Hain agrees to provide Nordic a
            complete listing of these vendors to include name, address, contact
            person and telephone number. In addition, Hain agrees to send a
            letter to each vendor explaining that Nordic will be purchasing the
            Raw Materials under the Hain Contract(s). Hain agrees to complete
            the above by August 15th, 2001, and Nordic agrees to have obtained
            credit approval four (4) weeks after Hain has provided the above
            list to Nordic

      2.    Nordic will take appropriate efforts to ensure that Stake Technology
            Ltd. ("Stake") will provide to Nordic any financial commitment to
            Nordic, if necessary, to fulfill Nordic's obligations under the
            agreement, provided Hain is in full compliance with the Agreement at
            such time. Nordic will provide this assurance to Hain by August 15,
            2001 with a written letter from Stake.

      3.    Nordic agrees to use its best efforts to retain existing management
            personnel at Nordic during the term of the Agreement. All of
            Nordic's employees work "at will". At this point in time Nordic is
            not aware of employee issues in this regard.

      4.    Nordic agrees to pursue mutually beneficial cost savings/process
            improvement opportunities in concert with Hain and further agrees
            that both parties will work together to determine the appropriate
            capital cost and savings allocation, with both parties acting
            reasonably and in good faith.

      5.    For Nordic to produce the required production volumes for Hain under
            the Agreement, Nordic must complete certain capital expenditures.
            Nordic agrees to complete the following at their sole expense with
            in the following timelines:

            A)    Install second Boiler at the Plant not later than December 15,
                  2001.

            B)    Install two 15,000 Gallon Storage Tanks not later than
                  December 15, 2001.

            C)    Install an enhanced Mix/CIP System not later than January 25,
                  2002.

            D)    Install a new Sterile Manifold System for the Surge Tanks not
                  later than January 25, 2001.


<PAGE>

                  It is understood by Nordic and Hain, that in the event
                  Nordic's vendors for the above items, do not deliver in their
                  quoted timeframes, then Nordic may be unable to meet the above
                  dates. In the event of this both parties agree to extend the
                  above dates to reflect Nordic's vendors actual performance
                  dates. Nordic has been provided the above timelines by its
                  vendors. Assuming the delay in not caused by Nordic and such
                  extension would not be granted for more than 60 days.

      6.    Nordic agrees to install a Combibloc 1/2 gallon filler and related
            downline equipment at Nordic's sole expense. Nordic agrees to have
            the filler installed and commissioned not later that January 15,
            2002, and the downline equipment to be installed and operational not
            later that March 15, 2002. The parties agree Nordic's performance as
            to the dates, is subject to Combibloc meeting their time commitment
            to Nordic for delivery of the above equipment and their field
            installation of the same. From January 15 to March 15, 2002 Nordic
            will commit to 6000 cases per week. This would require extra labor
            to hand pack and would cost an additional $0.15 per case to Hain.

      7.    Nordic agrees to install electronic
            Inventory/Warehouse/Manufacturing Requirements Planning (MRP)
            software at Nordic's sole expense. Nordic will immediately begin
            implementation of the above items with spreadsheet applications. Not
            later than November 15, 2001 Nordic will have converted to and
            implemented the above software modules available from Nordic's
            current software vendor, DSI. Not later than November 30, 2001
            Nordic will have the technology implemented whereby Hain will be
            able to access via the Internet, Hain's Finished Goods Inventory.
            This Finished Goods Inventory will provide SKU, warehouse location,
            row location, allocated to ship, on hold, available for shipment and
            date produced. This will include a warehouse management system and
            Nordic agrees to work with Hain to improve warehouse control
            procedures.

Nordic's opinion is that when items 1 thru 7 above are completed, Nordic will
have excess case capacity to meet its volume obligations under the Production
Agreement.

Nordic and Hain agree that if Nordic fails to accomplish any of the above items
within the timeframes above, then at Hain's option, Hain may terminate the
Production Agreement by giving Nordic written notice of their intent to
terminate and the reasons for termination. Nordic shall be given 30 days to
remedy such reason for termination. If not remedied by Nordic within 30 days
Hain may immediately terminate the Production Agreement by giving written notice
to Nordic. Notices shall be sent to the addresses and parties as provided for in
the Production Agreement, Paragraph 22.

In Witness Whereof, each of the parties hereto have caused this Addendum to be
executed in the manner appropriate to each, effective as of the day and year
first above written.

NORDIC ASEPTIC, INC.                         THE HAIN CELESTIAL GROUP, INC.


By:   "Dennis Anderson"                      By:   "Gary M. Jacob"
Its:  Vice President                         Its:  EVP Finance