WWW.EXFILE.COM, INC. -- 888-775-4789 -- LIFEWAY FOODS, INC. -- EXHIBIT 10.1 TO FORM 8-K


    EXHIBIT
      10.1

     

    
      SIXTH
        EXTENSION

      TO

      STOCKHOLDERS’
        AGREEMENT

      


      This
        SIXTH EXTENSION TO STOCKHOLDERS’ AGREEMENT (the “Sixth Extension”) is hereby
        entered into as of the 31st day of December, 2007, by and between Lifeway
        Foods,
        Inc., an Illinois corporation (the “Company”) and DS Waters, L.P., a Delaware
        limited partnership (“DSW”) (“Stockholder”). Unless otherwise defined herein,
        all capitalized terms used herein shall have the same meaning ascribed to
        those
        terms in the Stockholders’ Agreement.

      


      WHEREAS,
        Danone Foods, Inc., a Delaware corporation (“DFI”) executed that certain Stock
        Power dated November 10, 2005, transferring all the shares of the Company
        which
        were held by DFI as of such date that are the subject of that certain
        Stockholders’ Agreement by and among DFI and the Company and certain other
        parties dated as of October 1, 1999, as amended on December 24, 1999 (as
        amended
        and extended, the “Stockholders’ Agreement”) and as extended by that certain
        First Extension to Stockholders’ Agreement dated September 28, 2004 (the “First
        Extension”) and by that certain Second Extension to Stockholders’ Agreement
        dated October 29, 2004 (“Second Extension”) and by that certain Third Extension
        to Stockholders’ Agreement dated December 30, 2004 (the “Third Extension”) and
        by that certain Fourth Extension to Stockholders’ Agreement dated April 28, 2006
        (the “Fourth Extension”) and by that certain Fifth Extension to Stockholders’
Agreement dated December 26, 2007 (the “Fifth Extension”) are the subject of the
        Stockholders’ Agreement to DSW;

      


      WHEREAS,
        DSW accepted such shares subject to the covenants and restrictions contained
        in
        the Stockholders’ Agreement and DSW hereby agrees to be bound by its terms
        contained therein;

      


      WHEREAS,
        under the Fifth Extension, the Standstill Period and the operative period
        of
        Section 6.02 of the Stockholders’ Agreement (“Non-Compete Period”) expires on
        December 31, 2007;  and

      


      WHEREAS,
        each of the Company and the Stockholders desires to further amend the
        Stockholders’ Agreement to extend the Standstill Period and the Non-Compete
        Period, with the specific exclusion of the company, Stonyfield Farms, Inc.
        from
        any such obligation, of the Stockholders’ Agreement as more fully provided in
        this Sixth Extension.

      


      NOW,
        THEREFORE, in consideration of the entry of the parties into this Sixth
        Extension and for other good and valuable consideration, the receipt of which
        is
        acknowledged herein, the parties hereto agree as follows:

      


      1.  Acceptance
        of Terms of Stockholders’ Agreement; Acknowledgment.  DSW
        represents to Company that DSW is an Affiliate of DFI and that DSW has been
        assigned the Stockholders’ Agreement and the shares of Company from DFI and, DSW
        further agrees to be bound by, and receive all the benefits of, the terms
        and
        conditions of the Stockholders’ Agreement.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      2.  Extension
        of Standstill Period.  The Standstill Period shall be extended to
        include any time during the period beginning on October 1, 1999 and ending
        at
        the close of business on December 31, 2008 and during which the Stockholders
        Beneficially Owns 10% or more of the outstanding shares of Common Stock on
        a
        Fully Diluted Basis.

       

      3.  Extension
        of Non-Compete Period.  The Non-Compete Period shall be extended
        to include the period beginning on October 1, 1999 and ending at the close
        of
        business on December 31, 2008, with the exception that the Stonyfield Farms,
        Inc. entity shall be specifically excluded from any and all non-compete
        obligations.  The non-compete obligations shall apply only to
        kefir.

       

      4.  Governing
        Law.  This Sixth Extension shall be governed by and construed in
        accordance with the laws of the State of Illinois.

       

      5.  No
        Waiver of Other Rights.  The execution, delivery and effectiveness
        of this Sixth Extension shall not, except as expressly provided herein, operate
        as a waiver of any right, power or remedy of any of the parties to the
        Stockholders’ Agreement.

       

      6.  Counterparts.  This
        Sixth Extension may be executed in any number of
        counterparts, each of which shall be deemed to be an original and all of
        which
        counterparts together shall constitute one and the same instrument.

       

      


      [Signature
        Page Follows]

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      IN
        WITNESS WHEREOF, this Sixth Extension is hereby executed as of the date first
        above written.

      


      


      
        	
                LIFEWAY
                  FOODS, INC.,

                an
                  Illinois corporation

              	
                DS
                  WATERS, L.P.,

                a
                  Delaware limited partnership

                 

                By:
                  DS Waters General Partner, LLC, its general partner

              
	
                 

                 

                By:  
                  /s/ Julie Smolyansky

                
                  

                

                Name:
                  Julie Smolyansky

                Its:
                  President

              	
                 

                 

                By:  
                  /s/ Anthony Cicio

                
                  

                

                Name:
                  Anthony Cicio

                Its:
                  Assistant Secretary