CERTAIN
      INFORMATION (INDICATED BY ASTERISKS) IN THIS EXHIBIT HAS BEEN
      OMITTED

    AND
      FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
      COMMISSION.

    CONFIDENTIAL
      TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED
      PORTIONS.

    


    CONTRACT
      NUMBER: 3866 

    Cambar
      Vendor Number: 4178

    


    PURCHASING
      AGREEMENT

    


    
      	
              BUYER:

               

              General
                Nutrition Distribution, LP 

              300
                Sixth Avenue

              Pittsburgh,
                PA 15222

              Attention:
                Purchasing Department

               

              Phone:
                412-288-4690

              Fax:
                412-288-4743

              E-mail:
                Kelly-kumanchik@gnc-hia.com

              Contact
                Person Kelly Kumanchik

            	
              SELLER:

               

              Venture
                Beverage Company 

              450
                East Las Olas Blvd

              Suite
                830

              Fort
                Lauderdale FL 33301

               

              Phone:
                954-462-8382ext205

              Fax:
                954-337-3318

              E-mail:
                mcoffin@drinkpurnle.com 

              Contact
                Person: Mike Coffin

            


    

    


    In
      consideration of the mutual promises and covenants contained herein and other
      good and valuable consideration, the receipt and sufficiency of which are
      acknowledged, and intending to be legally bound hereby, Buyer and Seller
      (individually a "Party" and collectively the "Parties") agree as
      follows:

     

    SUMMARY
      OF CERTAIN KEY TERMS

     

    1.  Supply
      of Product.
      During
      this Agreement, (i) Buyer shall purchase from Seller the products listed on
      Exhibit 1 (the "Products") at the prices listed on Exhibit 1 (the "Prices")and
      (ii) Seller shall sell, fulfill and deliver those Products, all pursuant to
      this
      Agreement and Buyer's vendor book (the "Vendor Book"), which, among other
      requirements, includes Buyer's standard purchase order (the "Purchase Order").
      Seller shall also provide the information regarding the Products requested
      on
      Exhibit 1.

     

    2.  Lead
      Time.
      Unless
      otherwise stated in a Purchase Order from Buyer, all delivery transportation
      terms of sale will be FOB Destination—FREIGHT COLLECT, unless Buyer's
      transportation department (the "Transportation Department") designates FOB
      Destination—PREPAID (the "Shipment Terms"). The Shipment Terms pertain to the
      cost and delivery point of shipment of the Products from Seller's facility
      located within the United States of America and shall not affect allocation
      of
      the risk of loss, passage of title, acceptance, payment, or Buyer's right to
      return Products, which are addressed elsewhere in this Agreement. Seller shall
      contact the Transportation Department, in accordance with Paragraph B of the
      General Terms below, before making any shipping arrangements. All Product
      deliveries will be made by Seller within three (3) weeks after Buyer places
      the
      order (the "Lead Time"). If Buyer designates that the Transportation Department
      will arrange pick up of the Products, then the Lead Time for such shipment
      is
      shortened by one week.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    3.  Product
      Payment.
      Buyer
      shall pay Seller for Products received by Buyer: Within ten days after on-scan
      or entry into the cash register at a Buyer-owned store and within ten days
      after
      wholesale delivery from Buyer's distribution center to Buyer franchisees or
      unaffiliated purchasers.

     

    Shrink
      Allowance for Pay on Scan Products.
      "Shrink" means lost, stolen, or damaged Product after Acceptance. "Shrink"
      does
      not include concealed damage discovered after Acceptance while in Buyer's
      distribution center. For each unit of Product purchased by Buyer via pay-on-scan
      only, Seller shall credit Buyer 1% of the Product purchase price to account
      for
      Shrink related to the Product. The shrink allowance shall be deducted by Buyer
      against each invoice paid to Seller.

     

    4.  Reverse
      Logistics.
      Seller
      agrees to the General Nutrition Returns Agreement (the "Returns Agreement")
      attached as Exhibit 4.

     

    5.  Term.
      This
      Agreement shall be in effect for one year from the date signed by Buyer (the
      "Effective Date"); thereafter, the Agreement will automatically renew on an
      annual basis. Either Party may terminate this Agreement at any time without
      cause on 30 days advanced written notice.

     

    6.  Advertising
      and Promotion.
      Seller
      agrees to the total annual advertising commitment for the Products as set forth
      on Exhibit 6 (the "Committed Advertising"). Upon request from Buyer, Seller
      agrees to provide Buyer with proof of placements for the Committed Advertising
      for the months committed as set forth on Exhibit 6. In the event that Seller
      fails to (a) conduct the Committed Advertising for any committed month or (b)
      provide Buyer with proof of placement showing Seller conducted the Committed
      Advertising for any committed month, Buyer may discontinue any or all of the
      Products and such Product(s) will be subject to the reverse logistics terms
      set
      forth in Exhibit 4. Seller shall support Buyer's sale of the Products by Product
      advertising and promotion as set forth on Exhibit 6.

     

    7.  Customer
      Return Pledge.
      Seller
      shall comply with Buyer's customer return program as described in the Vendor
      Book. All Product unsaleable returned by Buyer's customers will be charged
      back
      to Seller at cost [***]
      of
      such
      cost in addition to any inbound freight cost incurred by Buyer. The chargeback
      amount, structured to compensate for all expenses incurred by Buyer in carrying
      the Product, will be either paid in cash to Buyer or deducted from Seller's
      account when invoice payments are issued.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    8.  Insurance.
      Seller
      shall maintain a comprehensive General/ Products Liability occurrence policy,
      $3,000,000 per occurrence $3,000,000 aggregate for bodily injury, and property
      damages with the following coverage; Premises/Operations, Products/Completed
      Operations, Contractual Liability and Independent Contractors; or
      General/Products Liability claims made policy, $3,000,000 per occurrence
      $3,000,000 aggregate for bodily injury and property damages with the following
      coverage: Premises/Operations, Products/Completed Operations, Contractual
      Liability and Independent Contractors. The retroactive date of the policy must
      be prior to the Effective Date and must be specified on the certificate of
      insurance for such policy. Further details for each policy are contained in
      the
      Vendor Book. Seller shall name Buyer and Buyer's subsidiaries and affiliates
      as
      an additional insured under such coverage as described in the Vendor Book.
      Seller shall deliver to Buyer a certificate of insurance evidencing the required
      coverage to Buyer prior to any delivery of Product. Seller shall provide Buyer
      at least 60 days prior written notice of any cancellation, change, or reduction
      of such coverage (a "Change in Insurance") and any such Change in Insurance
      shall constitute a material breach of the Agreement. In addition, Seller shall
      provide indemnification to Buyer and Buyer's affiliates as more fully described
      in the Vendor Book.

     

    9.  Indemnity.
      Seller
      shall defend, indemnify, and hold Buyer and Buyer's affiliates and Buyer's
      and
      Buyer's affiliates' franchisees and licensees harmless from and against all
      claims, expenses, liabilities, losses, and damage, including reasonable
      attorney's fees, resulting from, or arising in connection with, (i) the failure
      of the Products to conform in any respect to the representations and warranties
      contained in any part of this Agreement, (ii) the failure of the Products to
      meet label claims or Buyer's quality control standards, (iii) the promotion,
      sale, purchase, resale, or use of the Products or any litigation or threatened
      litigation based thereon, and (iv) all intellectual property infringement and
      misappropriation claims based on the Products. Such right of indemnity shall
      exist in favor of the Buyer even though the negligence, gross negligence, strict
      liability, common law or statutory fault of the Buyer, or any of them, was
      the
      sole cause, a producing cause or a concurring cause of the claim, demand,
      controversy or cause of action in question. This indemnity and defense shall
      be
      in addition to other remedies afforded to Buyer or Buyer's affiliates at law
      or
      in equity. This indemnity and defense shall survive acceptance of the Products
      and payment therefore by Buyer. Seller shall assume Buyer's contractual
      obligations to defend and indemnify Buyer's affiliates and Buyer's affiliates'
      franchisees and licensees from all claims, expenses, liabilities, losses, and
      damages, including reasonable attorney's fees, resulting from the promotion,
      sale, purchase, resale, or use of the Products.

     

    10.  Limitation.
      IN NO
      EVENT SHALL BUYER BE LIABLE TO SELLER UNDER THIS AGREEMENT (WHETHER IN TORT,
      IN
      STRICT LIABILITY, IN CONTRACT, OR OTHERWISE) FOR ANY (i) INDIRECT, INCIDENTAL,
      SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOST
      PROFITS, EVEN IF BUYER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,
      OR
      (ii) AMOUNT THAT EXCEEDS THE AGGREGATE FEES PAID BY BUYER TO SELLER UNDER THIS
      AGREEMENT FOR THE IMMEDIATELY PRECEDING SIX MONTHS. THE EXISTENCE OF MORE THAN
      ONE CLAIM WILL NOT ENLARGE OR EXTEND THESE LIMITS.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    11.  Margin
      Neutrality.
      A
      Product's margin percentage is calculated by subtracting the Buyer's Product
      cost from the Product's retail price and dividing that result by the Product's
      retail price. A margin percentage is established with the initial sale of the
      Product at Buyer's corporate stores. If Buyer wishes to promote the Product
      thereafter by lowering the retail price of the Product, the Seller agrees to
      lower the cost of the Product for each unit sold during the promotion such
      that
      the Buyer's originally calculated margin percentage remains neutral (i.e, the
      same as it was before Buyer lowered the retail price). The difference between
      the original Product cost and the reduced Product cost during the promotion
      multiplied by the units sold during the promotion period equal the markdown
      monies ("Markdown Monies") owed to Buyer from Seller. The units of Product
      sold
      during the promotion period will be based on (a) for franchise sales, units
      sold
      by Buyer to franchisees and (b) for corporate sales, units sold at corporate
      retail stores. All promotions will be available to franchise stores. Solely
      with
      regard to sales of the Product from the Buyer to franchisees, the promotional
      pricing for the Product will start two weeks prior to the start date of the
      promotion in corporate retail stores and end two weeks prior to the end date
      of
      the promotion in corporate retail stores. Markdown Monies will be paid by Seller
      based on units sold at the end of each month during the promotion. Payment
      will
      be automatically deducted by Buyer from Seller's account via credit memo. If
      there is not an open balance to deduct against, Seller will issue a check
      payment in full within 30 days of Buyer's written notification.

     

    GENERAL
      TERMS

     

    A.  Pricing
      Terms.
      Seller
      guarantees that the Prices are the lowest currently available. Should lower
      prices become applicable for any of Seller's customers, the Prices will
      automatically and immediately become applicable for Buyer. Upon request of
      Buyer, Seller shall confirm in writing that the Prices are Seller's lowest
      offered price. Seller shall work continuously on achieving cost savings and
      improvements in raw materials, specifications, packaging, and production
      efficiencies to the benefit of both Parties and those savings and improvements
      shall be promptly passed on to Buyer in the form of lower Prices and improved
      Products. Seller shall provide Buyer ninety (90) days written notice on any
      and
      all cost increases.

     

    B.  Ordering
      and Delivery.
      The
      Transportation Department shall determine and arrange all transportation
      requirements for FOB Destination—FREIGHT COLLECT deliveries. If Seller is to
      arrange transportation, Seller shall provide estimates to the Transportation
      Department for verification of reasonableness and approval of selected carrier
      before shipment is made. Each Purchase Order received from Buyer shall be
      confirmed by Seller within 24 hours following receipt to Buyer's contact person
      by fax or electronic confirmation of receipt. All Products must be shipped
      to
      the distribution center designated by Buyer.

     

    C.  "Sale
      or Return" Purchase.
      Seller
      and Buyer agree that all Products shall be sold on a "sale or return" basis
      subject to the terms of this Agreement, including this Paragraph C and Exhibit
      4
      of the Returns Agreement.

     

    D.  Confidentiality.
      During
      the term of this Agreement and after the expiration or termination of this
      Agreement, each Party shall keep confidential, and shall require such Party's
      officers, directors, employees, and agents to keep confidential, all proprietary
      information of the other Party, including (i) any information specifically
      identified by either Party prior to disclosure as being confidential
      information, (ii) plans and data concerning products, prices, marketing, sales,
      customers, and (iii) technical or business matters. Disclosure of such
      confidential information shall be made by either Party only to those of such
      Party's employees and agents who have need to know such information in order
      to
      carry on the purposes of this Agreement and who have agreed in writing to abide
      by confidentiality requirements at least as restrictive as those set forth
      in
      this Agreement. Seller shall not disclose the terms of this Agreement to any
      person or entity that is not a Party. A breach or threatened breach of this
      Paragraph D by the receiving Party may cause irreparable harm and injury to
      the
      disclosing Party for which money damages are inadequate. In the event of such
      breach or threatened breach, the disclosing Party shall be entitled to seek
      injunctive relief, in addition to all other available remedies, without the
      requirement of posting a bond or any other security.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    E.  Notices.
      All
      demands, notices, and other communications to be given under this Agreement
      by a
      Party to the other Party shall be deemed to have been duly given if given in
      writing and (i) personally delivered, (ii) sent by nationally recognized
      overnight courier, or (iii) sent by mail, certified, postage prepaid with return
      receipt requested, in each case, at the address set forth in this Agreement
      for
      such other Party. Notices delivered personally or by courier shall be deemed
      communicated as of actual receipt. Mailed notices shall be deemed communicated
      as of 10:00 a.m. on the third business day after mailing. Any Party may change
      such Party's address for notice under this Agreement by giving prior written
      notice to the other Party of such change in the manner provided in this
      Paragraph E.

     

    F.  Entire
      Agreement and Modification.
      This
      Agreement (including the Vendor Book, the Purchase Order, and all exhibits)
      contains the entire agreement of the Parties relating to the subject matter
      of
      this Agreement, and the Parties agree that this Agreement supersedes all prior
      written or oral agreements, representations, and warranties relating to the
      subject matter of this Agreement. In the event of any conflict between the
      terms
      of this Agreement and the Vendor Book, the terms of this Agreement shall
      control. Except for changes to the Vendor Book made by Buyer, no modification
      of
      this Agreement shall be valid unless made in writing and signed by the Parties.
      The terms contained in Seller's invoices, acknowledgments, or other writings
      are
      not binding on Buyer and are of no force or effect. The individuals signing
      this
      Agreement each represents to the other that such individual has the full right
      and authority to enter into this Agreement and to perform the obligations set
      forth in this Agreement of such Party. The terms and conditions of the Vendor
      Book may, from time to time, be unilaterally amended by Buyer. In the event
      of
      such an amendment, Buyer shall send Seller a written notification describing
      the
      amendment via registered mail, postage prepaid, to the address listed above
      at
      least 30 days prior to the amendment's effective date. Acceptance by Seller
      of a
      Purchase Order (or any Buyer order) after receiving notice of the amendment
      to
      the Vendor Book shall constitute acceptance by Seller of the amended terms
      and
      conditions of the Vendor Book. Sections 4, 7, 8, 9, and 10 of this Agreement
      and
      Paragraphs C through F and Paragraphs H and I of the General Terms shall survive
      the termination of this Agreement.

     

    G.  Termination.
      Either
      Party may terminate this Agreement upon notice to the other Party if such other
      Party becomes insolvent or bankrupt or files or permits to be filed any petition
      in bankruptcy.

     

    H.  Waiver,
      Assignment, and Severabililty.
      The
      waiver of a breach of any term or condition of this Agreement shall not be
      deemed to constitute the waiver of any further breach of such term or condition
      or the waiver of any other term or condition of this Agreement. Neither Party
      shall assign this Agreement or any right or interest in or to this Agreement,
      in
      whole or in part, without the prior written consent of the other Party, except
      that Buyer may assign this Agreement to a purchaser of all or substantially
      all
      of Buyer's assets. The invalidity, in whole or in part, of any provision in
      this
      Agreement shall not affect the validity of any other provision. The Parties
      exclude the application of the United Nations Convention on Contracts for the
      International Sale of Goods if otherwise applicable. This Agreement shall be
      interpreted, construed, and enforced in all respects in accordance with the
      laws
      of the Commonwealth of Pennsylvania. Venue of any action relating to, or arising
      out of, this Agreement shall lie exclusively in the courts located in Allegheny
      County, Pennsylvania. All disputes, claims, and controversies, whether
      statutory, contractual, or otherwise, between the Parties arising under, or
      relating to, this Agreement shall be governed by the Vendor Book.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    I.  Interpretation.
      In the
      interpretation of this Agreement, except where the context otherwise requires,
      (i) "including" or "include" does not denote or imply any limitation, (ii)
      "or"
      has the inclusive meaning "and/or," (iii) "and/or" means "or" and is used for
      emphasis only, (iv) "$" refers to United States dollars, (v) the singular
      includes the plural, and vice versa, and each gender includes each other gender,
      (vi) captions or headings are only for reference and are not to be considered
      in
      interpreting this Agreement, (vii) "Section" refers to a section of this
      Agreement, unless otherwise stated in this Agreement, (viii) "Exhibit" refers
      to
      an exhibit to this Agreement (which is incorporated by reference), unless
      otherwise stated in this Agreement, (ix) "Schedule" refers to a schedule to
      this
      Agreement (which is incorporated by reference), unless otherwise stated in
      this
      Agreement, (x) all references to times are times in Allegheny County,
      Pennsylvania, (xi) "day" refers to a calendar day unless expressly identified
      as
      a business day, and (xii) the Vendor Book is incorporated by
      reference.

     

    J.  Counterparts.
      This
      Agreement may be executed simultaneously in one or more counterparts, each
      of
      which shall be deemed an original but all of which together shall constitute
      one
      and the same instrument. Faxed copies of manually executed signature pages
      to
      this Agreement will be fully binding and enforceable without the need for
      delivery of the original manually executed signature page.

     

    The
      Parties have executed this Agreement on the date first set forth
      above.

     

    


    
      	
              BUYER:

            	 	
              SELLER:

            
	 	 	 	 	 
	
              GENERAL
                NUTRITION DISTRIBUTION, LP

            	 	
              Venture
                Beverage Company

            
	 	 	 	 	 
	
              By:

            	
              /s/
                Sephen B. Cherry

            	 	
              By:

            	
              /s/
                Theodore Farnsworth

            
	
              Name: 

            	
              Stephen
                B. Cherry

            	 	
              Name: 

            	
              Theodore
                Farnsworth

            
	
              Title:

            	
              Senior
                Director of Purchasing

            	 	
              Title:

            	
              CEO

            
	
              Date:

            	
              December
                6, 2007

            	 	
              Date:

            	
              December
                12, 2007

            


    

    


    Seller
      acknowledges that Seller has received a copy of the Vendor Book incorporated
      into this Agreement.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    Venture
      Beverage Company

    


    
      	
              By:

            	
              /s/
                Theodore Farnsworth

            
	
              Name:
                

            	
              Theodore
                Farnsworth

            
	
              Title:

            	
              CEO

            
	
              Date:

            	
              December
                12, 2007

            


    


    
      
        
        

        
        

      

      
        7

        
          

        

      

      
        
        

        
        

      

    

     

    EXHIBIT
      1

    LIST
      OF PRODUCTS

    

      
        	
                Buyer
                  

                Item
                  No.

              	 	
                UPC
                  Code

              	 	
                Description

              	 	
                Unit
                  Price 

                for
                  

                Destination
                  

                Prepaid

              	 	
                Unit
                  Price 

                for
                  

                Destination
                  

                Freight
                  

                Collect

              	 	
                Overall
                  

                Inventory
                  

                Turn
                  Rate 

                In
                  Buyer-

                Owned
                  

                Stores

              	 	
                Buyer’s
                  

                Minimum
                  

                Sales
                  In 

                Buyer-

                Owned
                  

                Stores

              	 
	
                [***]

              	 	 	
                [***]

              	
                 

              	 	
                [***]

              	
                 

              	 	
                [***]

              	
                 

              	 	
                [***]

              	
                 

              	 	
                [***]

              	
                 

              	 	
                [***]

              	
                 

              


      

    


    
      
        
        

        
        

      

      
        8

        
          

        

      

      
        
        

        
        

      

    


    EXHIBIT
      4

    GENERAL
      NUTRITION RETURNS AGREEMENT

    


    Buyer
      has
      a Reverse Logistics Program that allows Buyer to return to Seller for credit
      (or
      for a cash payment at Buyer's sole option) any and all of the Products purchased
      by Buyer under the Purchasing Agreement to which this Returns Agreement (this
      "Agreement") is an Exhibit (the "Purchasing Agreement"), any units of any
      Products that are (i) defective, (ii) outdated, (iii) discontinued by Buyer
      (pursuant to the criteria set forth in this Agreement), or (iv) recalled using
      a
      centralized returns system. A "recalled product" is a Product or ingredient
      in a
      Product for which a recall has been requested by Seller or any government
      entity. A "defective product" is a Product that contains latent defects relating
      to the quality of the Product or the Product's packaging.

     

    Seller
      agrees that Buyer's designated reclamation center (the "Reclamation Center")
      shall process all Products and provide detailed reporting services. The Products
      will be returned to the Reclamation Center. Buyer reserves the right to change
      the Reclamation Center at any time. All Products returned via this Agreement
      to
      the Reclamation Center shall be held for Seller's review for 21 days after
      notice of return is provided to Seller; at that time if not reviewed or no
      decision has been provided to Buyer by Seller, the Product may be disposed
      of at
      the discretion of Buyer.

     

    Retail
      and wholesale sales of the Products will be evaluated by Buyer on a rolling
      eight week basis as per agreed full distribution to Buyer's stores, and Buyer
      may elect to discontinue any Products and return such Products to Seller if,
      during such eight week period, either sales of such Product (i) fall below
      the
      minimum sales threshold in Buyer-owned stores as set forth on Exhibit 1 of
      the
      Purchasing Agreement for such Product (the "Minimum Sales Threshold") or (ii)
      do
      not meet the minimum overall inventory Turn Rate (as defined below) in
      Buyer-owned stores as set forth on Exhibit 1 of the Purchasing Agreement for
      such Product (the "Minimum Overall Inventory Turn Rate").

     

    A
      "Turn
      Rate" means the quotient of (i) the aggregate of the last eight weeks of Buyer's
      cost of the individual Product sold resulting from retail sales of the
      individual Product in Buyer-owned stores divided by (ii) the average cost of
      the
      aggregate individual Product in inventory at Buyer-owned stores and 70% of
      distribution centers inventory during the same eight week period. The calculated
      value of 70% of distribution centers inventory accounts for Product inventory
      allocated to Buyer-owned stores. For clarity purposes, the term "individual
      Product" in the preceding sentence refers to one specific Product listed on
      Exhibit 1 to the Purchasing Agreement and not all of the Products collectively
      listed on Exhibit 1 to the Purchasing Agreement. Seller agrees that any of
      the
      Products previously delivered to Buyer and that are in Buyer's inventory prior
      to execution of this Agreement are subject to the terms of this
      Agreement.

     

    Seller
      agrees to provide Buyer with a letter of credit to satisfy any amounts Seller
      owes Buyer under this Agreement.

     

    Buyer's
      objectives under this Agreement are:

     

    
      	
            	•	
              Fairness
                to all parties

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	
            	•	
              Total
                accountability

            


    

     

    
      	
            	•	
              Supplier
                designated disposition of products

            


    

     

    
      	
            	•	
              Thorough,
                accurate, and timely communication with Buyer's
                suppliers

            


    

     

    Buyer
      shall receive a credit (or at Buyer's option, a cash payment) for each unit
      of
      any Product returned based on Buyer Standard Cost (as defined below) per unit,
      plus the accepted factors from the Joint Industry Report (JIR) for handling
      returns. These accepted factors include:

     

    
      	
            	•	
              Direct
                Product Cost ("DPC"):  [***]

            


    

     

    
      	
            	•	
              Post
                Damage Handling ("PDH"): [***]

            


    

     

    
      	
            	•	
              Operations
                Through Scan ("OTS"): [***]

            


    

     

    
      	
            	•	
              Disposition
                Cost (as selected below)

            


    

     

    Please
      indicate the method of disposition and corresponding Disposition Cost for the
      Products by placing an "X" on the appropriate choice below (if no method of
      disposition is chosen by Seller within seven days following the notification
      to
      return Product, the COPT code will apply):

     

    
      	
              CODE

            	 	
              DESCRIPTION
                (DISPOSITION COST)

            
	
              COPT

            	 	
              Scan
                and disposition left up to the discretion of Buyer
                ($0.020)*

            
	
              DONA

            	 	
              Scan
                and Donate ($0.030)

            
	
              DEST

            	 	
              Scan
                and DESTROY ($0.040)*

            
	
              ROPT

            	 	
              Scan,
                Hold, Seller Review/Center Option ($0.127)

            
	
              RDON

            	 	
              Scan,
                Hold, Seller Review, DONATE ($0.137)

            
	
              RDES

            	 	
              Scan,
                Hold, Seller Review, DESTROY ($0.147)*

            
	
              RTAK

            	 	
              Scan,
                Hold, Seller Review, TAKE ($0.174)

            
	
              RSHP

            	 	
              Scan,
                Hold, Seller Review, Ship ($0.186)

            
	
              SHBK

            	 	
              Scan
                and Ship back to Seller ($0.180)* Open RA# Required:
                ________

            


    

    


    *NON-TOXIC/NON-HAZARDOUS
      MATERIAL ONLY

    


    Handling
      of hazardous materials (as determined by Buyer) will require Seller to supply
      material safety data sheets ("MSDS") before a Product is returned. Fees for
      hazardous materials will be in addition to the above costs. Failure to provide
      MSDS may result in additional charges and possible fines, which Seller shall
      pay
      in full and as to which Seller shall fully indemnify Buyer.

     

    With
      regard to Product located in Buyer stores in Alaska, Hawaii, and/or Puerto
      Rico,
      in addition to the Disposition Costs set forth above, at Seller's option, Buyer
      will either destroy, at Seller's expense, all Product at the store level or
      bill
      Seller for all shipping charges associated with sending Product to the
      Reclamation Center. Buyer will provide an estimate of the shipping charges
      associated with returning the Products to the Reclamation Center, but Buyer's
      recovery for shipping charges shall not be limited to such estimate but shall
      be
      based on Buyer's actual cost.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    Buyer
      may
      increase any costs set forth in this Agreement 30 days after written
      notification of such increase is sent to Seller by Buyer.

     

    Buyer's
      unit count and dollar value determinations so made shall govern unless proved
      to
      be in error by Seller as determined by Buyer.

     

    With
      regard to Products that are recalled, all recalled Products shall be returned
      to
      Seller via the SHBK Code (i.e., scanned and shipped back to Seller) regardless
      of whether Seller has chosen a different method of disposition. An open RA#
      number must be established with Buyer's purchasing department prior to the
      initiation of a recall. Pallets shipped with recalled Products will be billed
      to
      Seller at the cost of $6.50 per pallet. Itemized pallet charges will also appear
      on a future invoice.

     

    All
      shipments of Product (i.e., those from Buyer stores to the Reclamation Center
      as
      well as from the Reclamation Center to Seller) shall be prepaid by Buyer to
      be
      reimbursed by Seller as set forth in this Agreement. Title and risk of loss
      to
      any Products shall revert to Seller once the Products are removed from Buyer's
      stores or warehouse for delivery to the Reclamation Center.

     

    Explanations
      of Phrases and Abbreviations

     

    BUYER
      STANDARD COST: Buyer's cost for the Product charged by Seller plus the freight
      cost from Seller to Buyer warehouses, if paid by Buyer.

     

    JIR
      REPORT: In 1989, a Joint Industry Committee conducted a study, measuring the
      costs of handling unsaleable products all the way back through the distribution
      channel. Membership on the Committee was drawn from the following trade
      organizations: FMI, GMA, NAWGA, NGA, NFBA, and NACDS. The resulting JIR
      Guidelines were issued in the form of recommended good business
      practices.

     

    DPC:
      "Direct Product Cost" is the cost associated with transporting a Product from
      Buyer's distribution centers to the retail store shelf.

     

    PDH:
      "Post Damage Handling" is the cost of removing a Product from the stores and
      shipping to the Reclamation Center.

     

    OTS:
      "Operations Through Scan" is cost of receiving, scanning, and preparing for
      disposition of Product and associated costs at the Reclamation
      Center.

     

    DISPOSITION
      COSTS: Costs associated with the disposition of the Product, as selected by
      Seller by code.

     

    CODES:
      COPT, DONA, DEST, ROPT, RDON, RDES, RTAK, RSHP, SHBK

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    Note:
      For
      each of the following billing examples, Pay on Scan inventory would exclude
      the
      items standard cost.

     

    EXAMPLE
      of how an item under Disposition Cost code COPT will be billed:

     

    
      	
              ITEMS
                STANDARD COST

            	
              [***]

            
	
              DPC
                COST

            	
              [***]

            
	
              POST
                DAMAGE COST

            	
              [***]

            
	
              OTS

            	
              [***]

            
	
              DISPOSITION
                COST

            	
              [***]

            
	
              TOTAL

            	
              [***]

            


    

    


    If
      Buyer
      returns [***]
      pieces
      of this item, the credit memo deduction will be: [***].

     

    EXAMPLE
      of how an item under Disposition Cost code RSHP will be billed:

     

    
      	
              ITEMS
                STANDARD COST

            	
              [***]

            
	
              DPC
                COST

            	
              [***]

            
	
              POST
                DAMAGE COST

            	
              [***]

            
	
              OTS

            	
              [***]

            
	
              DISPOSITION
                COST

            	
              [***]

            
	
              TOTAL

            	
              [***]

            


    

    


    If
      Buyer
      returns [***]
      pieces
      of this item, the credit memo deduction will be: [***].

     

    EXAMPLE
      of how recalled Product will be billed:

     

    
      	
              ITEMS
                STANDARD COST

            	
              [***]

            
	
              DPC
                COST

            	
              [***]

            
	
              POST
                DAMAGE COST

            	
              [***]

            
	
              OTS

            	
              [***]

            
	
              DISPOSITION
                COST

            	
              [***]

            
	
              TOTAL

            	
              [***]

            


    

    


    If
      Buyer
      returns [***]
      pieces
      of this item, the credit memo deduction will be [***]


    
      
        
        

        
        

      

      
        12

        
          

        

      

      
        
        

        
        

      

    


    EXHIBIT
      6

    ADVERTISING
      AND PROMOTION

    


    The
      Parties agree to the following advertising and promotion commitments as set
      forth below:

     

    
      	A.	
              Seller
                Commitments.

            


    

     

    
      	
            	1.	
              Advertising
                Commitment 

            


    

     

    
      	
              Product:

            	 	
              Medium:

            	 	
              Outlet:

            	 	
              Months(s)
                

              Committed

            	 	
              $
                Committed:

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 


    

     

    
      	
            	2.	
              Media
                and Promotional Plan

            


    

     

    
      	
            	3.	
              Promotional
                Money ("PM") Support. 

            


    

     

    [***]

     

    
      	
            	4.	
              Category
                Drives. 

            


    

     

    
      	
            	5.	
              Franchising
                Specific. 

            


    

     

    
      	
            	6.	
              Other.
                

            


    

     

    
      	B.	
              Buyers
                Commitments.

            


    

     

    
      	
            	1.	
              Initial
                Plan-O-Gram or Shelf Space
                Commitment.

            


    

     

    
      	
            	2.	
              Product
                Introduction, Store Commitment.

            


    

     

    Product
      will be carried in the Top [***]
      Corporate stores and available to all franchisees.

     

    
      	
            	3.	
              Franchising
                Specific.

            


    

     

    
      
        
        

      

      
        13