EXHIBIT 10.25


PROCESSING AND PACKAGING AGREEMENT


          THIS AGREEMENT, made and entered into this  27  day of  June,  2000, by and between Clover Farms Dairy Company, with principal offices at 3300 Pottsville Pike, P.O. Box 14627, Reading, Pennsylvania 19612 (hereinafter referred to as CFD), and NuVim Inc., with principal offices at 12 Route 17 North, Suite 210, Paramus, New Jersey, 07652 (hereinafter referred to as NuVim).


WITNESSETH:


          WHEREAS, CFD is a processor and distributor of milk, dairy products, and beverages and has the technology, equipment, capacity and expertise to process and package non-alcoholic dietary supplement beverage products at its Reading, Pennsylvania plant; and


          WHEREAS, NuVim desires CFD to produce for NuVim dietary supplement beverage products under the NuVim label.


          NOW, THEREFORE, in consideration of the covenants and conditions hereinafter contained, the parties hereto mutually agree as follows:

	
  
1.
  	
  
PRODUCTION
  
	
  
 
  	
  
 
  
	
  1.1
  	
  
CFD agrees to process,   package and prepare for shipment, and NuVim agrees to purchase, from CFD, and   only from CFD, such quantities of dietary supplement beverages (hereinafter   Products) as may be required to meet NuVim’s sales requirements.
  
	
  
 
  	
  
 
  
	
  
1.2
  	
  
All Products will be   processed and packaged, ready for shipment in accordance with the formula,   specifications and quality procedure, which are provided by NuVim and   incorporated by reference hereto and made a part hereof:
  
	
  
 
  	
  
 
  
	
  
1.3
  	
  
Products intended for sale   in the New York Metropolitan test market area (“Test Market”) will be   processed at the Reading, Pennsylvania factory of CFD. If NuVim decides to   expand the sale of Product to areas outside of the Test Market, in   recognition of CFD’s willingness to produce Product to satisfy NuVim’s marketing   needs, NuVim grants to CFD the option to be the sole and exclusive producer   of Product for sales outside of the Test Market, at prices NuVim shall pay to   CFD for its services as provided hereinafter, for distribution by NuVim in   the Eastern United States, consisting of the states named in Attachment A hereto. CFD shall process   such Product at its Reading,
  




1







	
  
 
  	
  
Pennsylvania production   facility or by arranging for such production at a plant or plants owned by or   in a strategic relationship with CFD.
  
	
  
 
  	
  
However, if CFD chooses to   process Product at any facility other than in Reading, PA, the added costs   and expenses, if any, attributable to such other site, including without   limitation transportation and warehousing of Product or raw materials, shall   not affect (that is, shall not be passed through to NuVim) the price to be   paid by NuVim for such Product.
  
	
  
 
  	
  
 
  
	
  
1.4
  	
  
Representatives of NuVim   will be permitted to enter the CFD production facility upon reasonable   notice, at reasonable times to inspect the manner in which Product is being   produced.
  
	
  
 
  	
  
 
  
	
  
2.
  	
  
PACKAGING AND INGREDIENTS
  
	
   
  	
  
 
  
	
  
2.1
  	
  
NuVim covenants with,   warrants and represents to CFD that NuVim’s formulas and specified   ingredients for its Products to be processed or distributed by CFD are and   will be safe and fit for human consumption and for the purposes for which the   Products are intended.
  
	
  
 
  	
  
 
  
	
  
2.2
  	
  
NuVim assumes   responsibility for insuring that all labels for the Product comply with all   packaging and labeling requirements of federal and state laws. NuVim will   retain ownership of all artwork, engraving and plates for the packaging.
  
	
  
 
  	
  
 
  
	
  
2.3
  	
  
CFD will purchase   packaging supplies on behalf of NuVim. It is agreed that CFD will obtain the   approval of NuVim prior to ordering such packaging and NuVim shall reimburse   CFD for the cost of all materials that NuVim fails to authorize the use of in   production.
  
	
  
 
  	
  
 
  
	
  
2.4
  	
  
CFD will supply those   ingredients for use in Product that are ordinarily used in CFD operations.   NuVim will purchase those ingredients not supplied by CFD, and will consult   with CFD as to quantities which may be stored by CFD at no charge. NuVim has   expressed the desire and goal to have all ingredients needed for the   production of Product, except the MPC (milk protein concentrate), supplied by   CFD.
  
	
   
  	
  
 
  
	
  
2.5
  	
  
All ingredients and   packaging materials purchased by NuVim, but stored by CFD for NuVim, will   remain the property of NuVim.
  
	
  
 
  	
  
 
  
	
  
3.
  	
  
PROCESSING AND   DISTRIBUTION CHARGES
  
	
  
 
  	
  
 
  
	
  
3.1
  	
  
CFD’s processing charges   will be agreed to by the parties from time to time, and NuVim will issue a   purchase order which, when accepted by CFD will establish the basis for   invoicing. It is recognized by the parties that CFD prepared a good faith   estimate of its charges which was set at $1.40 per eight 64 oz cartons, without   actual experience in
  




2







	
  
 
  	
  
processing Product. It has been agreed that CFD,   after gaining experience in processing Product, will communicate to NuVim a   processing charge for production of Product from and after the date set forth   in the communication, it being understood that such processing charge will   either confirm the initial processing charge or propose an increase in such   charge. After notification to NuVim of an increase in the initial processing   charge or in any future processing charges, NuVim shall have the option to   accept or reject the increase. If NuVim rejects the increase in processing   charge, the parties agree to negotiate in good faith a processing charge   which is acceptable to both parties. If the parties fail to agree on an   increase in the processing charge, CFD shall continue to produce Product and   NuVim shall pay for such Product at the increased processing charge,   provided, however, that NuVim shall have the option to terminate this   Agreement
upon 30 days notice at any time thereafter. CFD’s changes in the   charge for processing Product will be reviewed and revised from time to time   after consulting with NuVim, but not more frequently than once in any twelve   month period.
  
	
   
  	
  
 
  
	
  
3.2
  	
  
The parties agree that loss allowances will be   reviewed on an annual basis to confirm or adjust such allowance. It has been   agreed that the first review of allowances will be conducted after 6 months   of production, then annually thereafter.
  
	
  
 
  	
  
 
  
	
  
4.
  	
  
INDEMNIFICATION
  
	
  
 
  	
  
 
  
	
  
4.1
  	
  
CFD agrees to indemnify and hold NuVim harmless from   all losses, claims, damages and expenses, including reasonable attorneys   fees, for claims arising from recalls necessitated by CFD’s negligence or   wrongful acts or omissions. CFD will not be liable for indirect or   consequential loss or damages.
  
	
  
 
  	
  
 
  
	
  
4.2
  	
  
NuVim agrees to indemnify and hold CFD harmless from   any losses, claims, damages and expenses, including reasonable attorney’s   fees, arising from NuVim’s recalls of product ordered by governmental   authority as a result of deficiencies in the documentation provided by NuVim,   its trademark or labeling claims, or breach of any representations covenant   or warranty by NuVim.
  
	
   
  	
  
 
  
	
  
5.
  	
  
INSURANCE
  
	
  
 
  	
  
 
  
	
  
5.1
  	
  
NuVim will furnish CFD with a certificate of   Insurance written by underwriters holding a rating of at least “A” by A.M.   Best & Co. or an equivalent insurance rating agency, evidencing product   liability coverage in a face amount reasonably acceptable to CFD, which shall   be non-cancelable except upon at least 30 days prior written notice to CFD.   CFD will furnish NuVim with a similar certificate of insurance evidencing its   Operations Liability Insurance, including Vendor’s Coverage.
  




3







	
  
6.
  	
  
SPECIAL CONSIDERATION
  
	
  
 
  	
  
 
  
	
  
6.1
  	
  
As an inducement to CFD to   produce the product, NuVim has agreed to accept investment by CFD in the   private capital structure of NuVim, by granting CFD the right and option to   purchase three 100,000 share units for each $5,000,000 (at$1.00 per share) of   shares or less to be issued, as described in the NuVim private equity   memorandum. CFD may exercise this option in whole or in part (but only in   even multiples of 100,000 shares), at any time up to and including, but not   after September 15, 2000 and shall survive the termination of this Agreement   and the sale of NuVim whether by sale of substantially all its assets or of   stock.
  
	
   
  	
  
 
  
	
  
7.
  	
  
TERM
  
	
  
 
  	
  
 
  
	
  
7.1
  	
  
This agreement will   commence as of June 1, 2000 and continue in effect until May 31, 2015 unless   sooner terminated by any of the events specified in section 7.2 hereof or as   provided in section 3.1 hereof.
  
	
  
 
  	
  
 
  
	
  
7.2
  	
  
This agreement may be   terminated prior to the end of the initial term or any extended term by the   written agreement of the parties, or in the event either party files or has   filed against it a petition under the Federal Bankruptcy Act or fails to   perform or breaches in a material way any of its obligations hereunder and   such breach or failure to perform continues for a period of 30 days after   receipt of notice from the other party of its intent to terminate and the reasons   therefore. If the failure to perform or breach is cured by the party   receiving the notice within 30 days after receiving notice, then the   termination notice will be of no further force or effect and the agreement   will continue uninterrupted.
  
	
  
 
  	
  
 
  
	
  8.
  	
  
NOTICES
  
	
  
 
  	
  
 
  
	
  
8.1
  	
  
All notices or   communications provided for herein will be deemed to have been properly given   when deposited in the United States registered or certified mail, postage   prepaid, addressed as follows:
  






	
  
If to NuVim:
  	
  
NuVim, Inc.
  
	
  
 
  	
  
12 Route 17 North, Suite   210
  
	
  
 
  	
  
Paramus, NJ 07652
  
	
  
 
  	
  
 
  
	
  
If to CFD:
  	
  
Clover Farms Dairy Company   
  
	
  
 
  	
  
3300 Pottsville Pike 
  
	
   
  	
  
P.O. Box 14627
  
	
  
 
  	
  
Reading, PA 19612-4627
  







4







	
  
9.
  	
  
MISCELLANEOUS
  
	
  
 
  	
  
 
  
	
  
9.1
  	
  
To secure CFD for NuVim’s   obligations to pay for CFD’s services, NuVim agrees to post and maintain in   effect with CFD throughout the term hereof an unconditional notation letter   of credit (“LC”) naming CFD as beneficiary, issued by Summit Bank or   other bank acceptable to CFD, in the initial face amount of $250,000.00. NuVim   shall cause the face amount of the LC to be increased from time to time, but   not more that twice in any consecutive twelve month period upon notice from   CFD which specifies the then sum to be covered by the LC. The amount of the   LC shall be a sum reasonably then approximating 1) CFD’s accounts receivable   owing by NuVim plus 2) the value of CFD’s inventory held exclusively for   NuVim’s account from time to time. If the LC shall not have been extended or   renewed at least twenty (20) business days before its stated expiration date,   or if NuVim shall have failed to pay any invoices payable
to CFD within the   due date specified therein and a grace period of ten (10) days thereafter,   CFD may present one or more drafts to the issuer for immediate payment. The LC   shall be substantially in the form attached hereto as Exhibit 9.1. Nothing herein   shall relieve NuVim of the obligation to pay all unpaid charges properly   submitted by CFD pursuant to this Agreement.
  
	
   
  	
  
 
  
	
  
9.2
  	
  
This agreement may not be assigned in whole or in   part by either party hereto without the consent of the other party.
  
	
  
 
  	
  
 
  
	
  
9.3
  	
  
This agreement will be binding upon and inure to the   benefit of the parties hereto and their respective successors and assigns.
  




          IN WITNESS WHEREOF, the parties hereto have respectively caused two copies of this Agreement to be executed by a duly authorized officer as of the day and year written above.

	
  
 
  	
  
NUVIM, INC.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
By
  	
  
PAUL YOUNG
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Title
  	
  
Vice President
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
CLOVER FARMS   DAIRY COMPANY
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By
  	
  
[ILLEGIBLE]
  
	
   
  	
   
  	
  


  
	
   
  	
  Title
  	
  Treas
  



5







Attachment A

          The states referenced as the Eastern United States in section 1.3 are:

     Maine, New Hampshire, Massachusetts, Rhode Island, New York, Pennsylvania, New Jersey, Delaware, Maryland, Virginia, West Virginia, Ohio, North Carolina, South Carolina, Georgia and Florida.

6