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.

    


    DISTRIBUTION
      AGREEMENT

    


    THIS
      DISTRIBUTION AGREEMENT ("Agreement") is made this 24th day of January, 2008,
      by
      and between PURPLE BEVERAGE COMPANY INC, a Nevada corporation d/b/a Purple
      Beverage (hereinafter called "Supplier" or the "Company") whose address is
      450
      East Las Olas Boulevard, Suite 830, Ft. Lauderdale, Florida 33301 and Crosset
      Company an Ohio corporation (hereinafter called "Distributor") whose address
      is
      10295 Toebben Drive, Independence, Kentucky 41051.

     

    WHEREAS,
      Supplier is the owner or exclusive U.S. licensee, with authority to sublicense,
      the trademarks as listed on Exhibit A hereto, and all service marks, designs,
      logos, trade names, advertising, commercial symbols and slogans used in
      connection with Products (as defined below) (collectively or separately, the
      "Trademarks") for non¬alcoholic beverages and concentrates used in the
      manufacture thereof; and

     

    WHEREAS,
      Supplier is engaged in the business of selling beverages and concentrates
      bearing one or more of the Trademarks, hereinafter called "Products" or "the
      Products" in various product forms, as set forth on Exhibit B hereto and such
      other forms as the parties may agree from time to time; and

     

    WHEREAS,
      Distributor is engaged in the business of manufacturing, selling and
      distributing beverages; and

     

    WHEREAS,
      Supplier and Distributor hereby propose that Supplier license the Trademarks
      to
      Distributor, and Supplier sell the Products to Distributor for Distributor's
      resale and distribution in the Territory specified below; and

     

    NOW,
      THEREFORE, in consideration of these premises and the mutual covenants contained
      herein, Supplier and Distributor agree as follows:

     

    1. Appointment.

     

    1.1 Territory.
      The
      Company hereby appoints the Distributor as its exclusive distributor for the
      Products in the Territory, having the exclusive right to sell and distribute
      the
      Products in the Territory as set forth in Exhibit C. Distributor hereby accepts
      such appointment as the Company's exclusive distributor of the Products in
      the
      Territory subject to the terms and conditions set forth herein.

     

    1.2 Exclusivity.
      Except
      as set forth in paragraph 3(c), during the term of this Agreement, the Company
      agrees that it shall not, directly or indirectly, appoint any other distributor
      for Products in the Territory or sell any Products in the Territory for the
      Company's own account or the account of any affiliate, parent or subsidiary
      of
      the Company.

     

    1.3 Business
      of Distributor.
      The
      parties acknowledge that the Distributor may sell products other than the
      Products, both within and outside the Territory.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    1.4 Trademarks.
      The
      Company hereby grants to the Distributor the nonexclusive, nonassignable,
      nontransferable right to use the Company's trademarks, trade names and trade
      dress described in the attached Exhibit A solely in connection with the
      distribution, marketing, and sale of the Products in the Territory. The
      Trademarks will remain the Company's sole and exclusive property.

     

    2. TERM
      AND PRICING

     

    This
      Agreement will become effective upon execution of this Agreement by each of
      the
      parties hereto, and will remain in effect for a period of time as set forth
      in
      Exhibit D (the "Term") unless earlier terminated as provided in Paragraph 8.
      At
      the end of the initial Term, this Agreement shall renew on the mutual consent
      of
      the parties for an additional term equal to one half the time period of the
      Term
      (a "Successive Term").

     

    Attached
      hereto and marked Exhibit E is the current pricing schedule for the Products;
      Supplier may in its sole and absolute discretion on 60 days notice to
      Distributor change the pricing schedule for the products.

     

    3. Supplier's
      Obligations.

     

    a. Supplier
      hereby licenses the Trademarks and other Intellectual Property to Distributor
      for use on and in connection with the advertising, promotion, sale and
      distribution of the Products.

     

    b. Supplier
      shall not increase its prices for Products without giving Distributor at least
      60 days' advance written notice.

     

    c. Supplier
      hereby sets aside an exclusive area described in the schedule attached hereto
      as
      Exhibit "C" (the "Territory") in which no person or entity other than
      Distributor will distribute, sell or promote the Products. However, Supplier
      retains the exclusive right to sell to national chains which require to conduct
      business "warehouse delivered." This includes, but is not limited to, national
      chains such as: Wholefoods; GNC; Starbucks; Vitamin Shoppe; Kroger; Marsh
      Markets; Target; Trader Joes, etc.

     

    d. Supplier
      shall create and make available to Distributor advertising and promotion
      materials for the Products in an amount, form, and upon terms established by
      Supplier.

     

    e. Supplier
      shall pay or credit to Distributor's account, when due, not less frequently
      than
      monthly, all credits, discounts, allowances, incentive payments, bill backs
      or
      other reimbursements due Distributor pursuant to any program to which Supplier
      and Distributor may agree in writing.

     

    f. Supplier
      shall replace all the Products delivered to Distributor which do not meet the
      quality standards as established by the Supplier at Supplier's cost, including
      transportation between Supplier and Distributor, or a credit to Distributor's
      account shall be allowed, at Supplier's sole option.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    4. Distributor's
      Obligations

     

    a. The
      Distributor shall supply the Products to customers in the Territory in
      accordance with the terms of this Agreement.

     

    b. The
      Distributor shall develop and execute marketing programs promoting the Products
      in the Territory.

     

    c. The
      Distributor shall maintain a business organization and equipment reasonably
      sufficient to market and distribute the Products in the Territory.

     

    d. The
      Distributor shall maintain inventory quantities reasonably sufficient to fill
      the orders of its retail customers, but in no event will the Distributor be
      required to maintain an inventory quantity on any SKU of more than 30
      days.

     

    e. The
      Distributor shall maintain warehouse space in good condition and of sufficient
      capacity for packages and sizes of the Products to meet the demand of customers
      and to meet all Federal, state and local laws and regulations.

     

    f. The
      Distributor will notify the Company promptly after becoming aware of any
      infringement of any of the Trademarks. The Distributor will reasonably assist
      the Company (at the Company's expense) in any action or proceedings that the
      Company may institute as the result of such infringement.

     

    g. The
      Distributor will refrain from removing the Trademarks from Products, from using
      the Trademarks on any other product except the Products, and from using the
      Trademarks in the Distributor's corporate or business names without the
      Company's prior approval.

     

    h. The
      Distributor will not sell or solicit the sale of Products to customers located
      outside the Territory, nor to any customer within the Territory if the
      Distributor reasonably believes such customer will sell the Products for resale
      outside the Territory.

     

    i. The
      Distributor shall hold in confidence any information supplied by the Company
      to
      the Distributor that is expressly designated as confidential and shall not
      divulge the same to any other person, firm or corporation without the prior
      written permission of the Company. The Distributor shall use its best efforts
      to
      maintain the confidentiality of the Company's confidential information. The
      obligations of the Distributor to maintain the confidentiality of the Company's
      confidential information shall survive the termination of this
      Agreement.

     

    j. Distributor
      shall pay Supplier for Product and any other items sold by Supplier to
      Distributor in accordance with the written prices and terms of sale as
      established by the Supplier. Attached hereto and marked Exhibit F is the current
      pricing schedule for the Products. The pricing schedule may be amended by from
      time to time during the Term at the sole discretion of the Company.

     

    k. Distributor
      shall comply with all laws, rules, regulations, requirements, orders and
      ordinances now in effect or which may hereafter be enacted or promulgated
      applicable to its operations or relating to the subject matter of this
      Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    l. Distributor
      shall cooperate in maintaining and submitting to Supplier at regular intervals,
      but not less than monthly sales, marketing and similar reports relating
      to Product in a mutually agreed form; provided that Distributor shall
      not be
      required to provide any customer-level or account-level
      information.

     

    m. Distributor
      warrants and represents that it has full authority to enter into this Agreement
      and that by executing this Agreement; the Agreement represents the binding
      obligations of the Seller.

     

    5. Supplier
      Representations. 

     

    Supplier
      represents and warrants that:

     

    (i)
      the
      Products (A) shall be pure and wholesome, fit for human consumption,
      merchantable and free from all defects, (B) shall, in all instances, comply
      with
      all Federal, state or local laws and regulations, in all respects, including
      without limitation, beverage quality, labeling, identity, quantity, packaging,
      and returnable container or deposit requirements; (C) shall not be adulterated
      and misbranded within the meaning of those terms under the Federal Food, Drug
      and Cosmetic Act, as amended, and shall not be an article or articles which
      may
      not, under the provisions of said Act, be introduced into interstate commerce;
      (D) shall not be adulterated or misbranded within the meaning of the Federal
      Insecticide, Fungicide, and Rodenticide Act, the Federal Hazardous Substances
      Act, or any applicable state pure foods act or any other applicable Federal,
      state, or local law or regulation; and (E) when delivered to Distributor, shall
      have a remaining shelf life of not less than 24 months, with the production
      date
      marked on the outside of all beverage containers.

     

    (ii) Supplier
      is the owner or exclusive U.S. licensee of the Trademarks used in connection
      with the Products, and Supplier has the right to license the Trademarks to
      Distributor throughout the term or this Agreement, and that Distributor's use
      of
      the Trademarks will not infringe or violate the rights of any third party;
      and

     

    (iii) Supplier
      has full authority to enter into this Agreement and is not under any obligation,
      written or otherwise, to any other party which would prevent Supplier from
      complying with all the terms and conditions of this Agreement.

     

    6. Trademarks.

     

    a. Distributor
      shall notify Supplier promptly upon discovery of any use of any mark, trade
      name
      or trademark similar to any of the Trademarks. Supplier shall not be required
      to
      take any action with respect to any infringement, but Distributor shall join
      with Supplier, when requested by Supplier, in any proceeding or litigation
      or
      other action for the protection of the Trademarks and the goodwill associated
      therewith. All costs and expenses of such litigation or action shall be borne
      by
      Supplier.

     

    b. If
      Supplier does not take legal action against an infringement, Distributor may
      do
      so in its own name and/or that of Supplier, provided that Distributor bears
      all
      costs and expenses of such action. In that event, Distributor shall be entitled
      to any and all proceeds of such action.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    c. Nothing
      contained in this Agreement shall be construed to vest in Distributor any right,
      title or interest in or to any of the Trademarks other than the rights and
      license expressly granted herein.

     

    7. Indemnification
      and Insurance.

     

    a. Distributor
      shall indemnify and save harmless Supplier from and against all losses, claims,
      damages or other costs of any nature or kind whatsoever arising directly or
      indirectly out of or relating to any allegation of: (i) the breach of any
      warranty, representation or agreement made by Distributor in this Agreement;
      (ii) the negligence or intentional misconduct, misfeasance or nonfeasance of
      Distributor, its officers, employees, agents, servants or contractors; (iii)
      any
      quality or condition of or inherent defect introduced into the Products as
      a
      consequence of the improper storage, warehousing, distribution or sale by
      Distributor of Products; or (iv) the conduct of Distributor's business
      (including the use of promotional materials and packaging not designed,
      manufactured or approved by the Supplier). Such indemnity shall include, but
      not
      be limited to, reasonable expenses, attorneys' fees, court costs and other
      expenses of investigation, litigation and settlement of any such claim. Supplier
      shall provide Distributor prompt written notice of receipt of any such claim
      and
      shall not settle any such claim without the prior knowledge and written consent
      of Distributor, which consent shall not be unreasonably withheld.
      Notwithstanding the foregoing, upon written notice to Supplier that Distributor
      has assumed the defense of any legal action or proceeding, Distributor shall
      not
      be liable to Supplier for any legal or other expenses subsequently incurred
      by
      Supplier in connection with the defense thereof, except in the event of a
      conflict of interest or other matter that prevents counsel for Distributor
      from
      fully and zealously representing the interests of both Supplier and
      Distributor.

     

    b. Supplier
      shall indemnify and save harmless Distributor from and against all losses,
      claims, damages or other costs of any nature or kind whatsoever arising directly
      or indirectly out of or relating to any allegation of: (i) the breach of any
      warranty, representation or agreement made by Supplier in this Agreement; (ii)
      Distributor's use of the Trademarks in the Territory; (iii) the negligence
      or
      intentional misconduct, misfeasance or nonfeasance of Supplier, its officers,
      employees, agents, servants or contractors; (iv) any quality or condition of
      or
      inherent defect in the Products supplied by Supplier, including but not limited
      to any imperfection, contamination or substandard quality, production,
      packaging, processing, storage or transportation or other condition relating
      to
      the Products at or before the time they were received by Distributor; (v) any
      wrongful, false or misleading claim, advertising or representation by Supplier
      or by any agent or representative of Supplier regarding the Products; (vi)
      any
      third party that such person or entity has any right, claim or color of right
      granted or allowed by Supplier to purchase, sell, market or distribute Products
      in the Territory; or (vii) the conduct of Supplier's business (including the
      promotional materials and packaging designed, manufactured or approved by the
      Supplier). Such indemnity shall include, but not be limited to, reasonable
      expenses, attorneys' fees, court costs and other expenses of investigation,
      litigation and settlement of any such claim. Distributor shall provide Supplier
      prompt written notice of receipt of any such claim and shall not settle any
      such
      claim without the prior knowledge and written consent of Supplier, which consent
      shall not be unreasonably withheld. Notwithstanding the foregoing, upon written
      notice to Distributor that Supplier has assumed the defense of any legal action
      or proceeding, Supplier shall not be liable to Distributor for any legal or
      other expenses subsequently incurred by Distributor in connection with the
      defense thereof, except in the event of a conflict of interest or other matter
      that prevents counsel for Supplier from fully and zealously representing the
      interests of both Supplier and Distributor.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    c. Notwithstanding
      the foregoing, to the extent that any claim that would otherwise be subject
      to
      indemnification pursuant to Paragraph 7.a. is traceable in whole or in part
      to:

     

    
      	 	
              i.

            	
              any
                ingredient supplied by Supplier;

            


    

     

    
      	 	
              ii.

            	
              Any
                act or failure required or approved by Supplier;
                and/or

            


    

     

    
      	 	
              iii.

            	
              Any
                matter subject to indemnification by Supplier under Paragraph
                7.b.

            


    

     

    then
      Supplier shall pay the percentage of all costs, fees, damages, judgments and
      decrees allocable to such ingredient, act, failure or matter, and Distributor
      shall pay only for the percentage of the costs, fees, damages, judgments and/or
      decrees allocable to Distributor's own acts or failure to act.

     

    d. During
      the term of this Agreement, each party shall secure, pay for and maintain in
      full force and effect comprehensive general liability insurance (including
      contractual liability and with product liability coverage respecting the
      Products) in an amount of not less than $3 million in the aggregate and $1
      million per occurrence. Such insurance maintained by each party shall name
      the
      other party as additional insured. Each party shall furnish to the other
      annually a certificate confirming such coverage.

     

    8. Termination.

     

    a. Supplier
      may terminate this Agreement if Distributor does not correct, as provided in
      this Paragraph 8b., any failure, other than a failure resulting from events
      of
      Force Majeure, to fulfill any of its obligations pursuant to this Agreement,
      after receiving written notice from Supplier identifying the alleged failure
      and
      stating that Supplier intends to terminate this Agreement if such failure is
      not
      cured. Distributor shall have sixty days after receipt of such notice to effect
      a cure of any default, provided, however, that if any such default cannot be
      cured within sixty days of said notice, Distributor shall be deemed to have
      cured the default if Distributor commences to cure the default within such
      sixty
      day period and proceeds thereafter to complete the cure within the period in
      which such cure can be completed; and provided further that if a default is
      of a
      nature that cannot be cured, Distributor shall be deemed to have cured such
      default if it establishes procedures to prevent a recurrence of the same type
      of
      default. Upon a failure by Distributor to cure a default, Supplier may at its
      sole option terminate this Agreement by written notice to the Distributor after
      which time the Distributor shall have no further rights to offer or sell the
      Products in the Territory.

     

    b. In
      addition to any other grounds for termination set forth herein, this Agreement
      may also be terminated by Supplier in the event of:

     

    i. Distributor's
      failure to purchase the minimum required Product as set forth on Exhibit F
      for a
      period of more than thirty days, excluding delays caused by Force Majeure as
      defined herein;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ii. Any
      insolvency of Distributor or any assignment by Distributor for the benefit
      of
      creditors; or the filing of a voluntary bankruptcy or reorganization petition
      by
      Distributor or the failure of Distributor to vacate an involuntary bankruptcy
      or
      reorganization 

     

    petition
      filed against Distributor within sixty (60) days after the date of such filing,
      or the failure of Distributor to vacate the appointment of a receiver or trustee
      for the Distributor or any interest in the Distributor's business within sixty
      (60) days after such appointment.

     

    iii. This
      Agreement may be terminated by Distributor without cause upon 60 days written
      notice to Company after which time the Distributor shall have no further rights
      in the Territory. Supplier may, after receipt of notice of termination from
      Distributor, in its sole and absolute discretion, accelerate the termination
      date to a period of no less than 30 days following receipt of the notice of
      termination.

     

    iv. This
      Agreement may be terminated without cause by the Supplier on 60 days prior
      written notice to the Distributor. If terminated without cause, the Company
      shall be required to pay the Distributor a termination fee ("Termination
      Payment") as calculated below.

     

    1. The
      Termination Payment shall be that amount which is equal to [***].

     

    2. Supplier
      shall pay the Termination Payment to Distributor by bank or certified check
      within 60 days (60) days of the effective date of termination. If such payment
      is not timely paid and actually received the [***]
      then
      established by Citigroup, N.A., or if Citigroup, N.A. does not then exist a
      financial institution of like kind, until fully paid.

     

    c. Upon
      termination of this Agreement for any reason, Distributor shall discontinue
      the
      use of the Trademark in Distributor's trade name, or in connection with
      advertising, sales and promotion materials, or otherwise, promptly after the
      disposition of its remaining inventory of Products. On or before the termination
      date, Distributor shall promptly provide Supplier with a detailed written
      inventory setting forth all Products and point-of-sale materials owned by and
      in
      the possession of Distributor which bear the Trademarks. Distributor shall
      then
      make available to Supplier at Distributor's warehouse or other facility, for
      the
      inspection by Supplier, all such Products and other materials. Following
      Supplier's receipt of such written inventory from Distributor and after a
      reasonable period of time within which Supplier may inspect such inventory,
      Supplier will itself promptly purchase or cause a third party to promptly
      purchase and take title to and possession of all such inventory and materials
      that are in good and merchantable condition and have a remaining shelf life
      that
      meets or exceeds industry standards, and are not otherwise obsolete or unusable.
      The price to be paid by Supplier shall be the purchase price paid for such
      inventory and materials, plus other costs incurred by Distributor related to
      the
      acquisition and receipt of such inventory and materials, such as freight and
      insurance charges and any excise taxes, so as to arrive at Distributor's cost
      of
      all such inventory and materials. Notwithstanding the foregoing, visi-coolers,
      venders and other cold equipment bearing Trademarks shall be retained by and
      remain the property of Distributor, but Distributor shall promptly remove such
      Trademarks from all such equipment.

     

    d. This
      Agreement may be terminated at any time by mutual consent of the parties in
      writing effective as provided therein without payment of any Termination
      Fee.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    e. If
      this
      Agreement is terminated as a result of Supplier's decision not to renew or
      as a
      result of any default by Seller which is not cured within any applicable
      curative period, then the Supplier, upon the request of the Distributor may
      repurchase from the Distributor, at the Distributor's cost, all of the
      Distributor's inventory obtained from the Supplier and then existing at the
      time
      of termination. Distributor shall pay a [***].
      Distributor shall not be entitled to receive a Termination Fee if this Agreement
      is terminated pursuant to this paragraph 8(e).

     

    9. The
      Distributor's Obligations Upon Termination. 

     

    Upon
      termination of this Agreement, the Distributor will:

     

    a. Within
      five (5) business days, return to the Company at the Distributor's expense
      all
      advertising, promotional and sales materials in the Distributor's possession
      that were furnished by the Company without limitation, brochures, catalogs,
      price books, photographs, designs, drawings, and engineering and other
      data;

     

    b. Promptly
      cease use of the Trademarks;

     

    c. At
      its
      earliest opportunity, remove the Trademarks from the Distributor's vehicles
      and
      any of the Distributor's products, letterhead, business cards, and other
      promotional materials.

     

    10. Recalls.

     

    a. If:

     

    (i)
      any
      government agency recommends or requires the recall of any of the products
      or
      packaging; or 

     

    (ii)
      either Supplier or Distributor determines that any the Products or packaging
      should be recalled or should be withdrawn from distribution and
      sale;

     

    Based
      upon a determination that such Products or packaging are not fit for human
      consumption, are contaminated, constitute a health hazard, are of substandard
      quality or are otherwise not saleable, then Supplier and Distributor shall
      coordinate the immediate cessation of sale and distribution and/or the recall
      or
      withdrawal as necessary of all such Products or packaging from the Territory.
      If
      necessary or advisable, Distributor and Supplier shall cooperate to recall
      and/or reacquire the applicable Products or packaging from any purchaser
      thereof

     

    b. If
      the
      problem at issue was not caused by Distributor, then Supplier shall pay the
      costs and expenses associated with any such recall, and Supplier shall indemnify
      Distributor for (i) its cost of all unsold recalled Products and packaging
      and
      the cost of returning such Products and packaging to Supplier or destroying
      them, as Supplier may elect at Supplier's sole option; and (ii) its reasonable
      costs and expenses associated with such recall, which costs may include but
      are
      not limited to credits, refunds, or other payments by Distributor to its
      customers in connection therewith. For purposes of this Agreement, "cost" shall
      include the cost (including invoice cost, insurance and freight) of all
      ingredients, supplies and materials and the cost of production for Products
      manufactured by Distributor, and the invoice cost, insurance and freight for
      packaging and Products purchased in finished form by Distributor.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    c. If
      the
      problem at issue was caused by Distributor, then Distributor shall pay the
      costs
      and expenses associated with any such recall, and Distributor shall indemnify
      Supplier for its reasonable costs and expenses associated with such
      recall.

     

    11. Force
      Majeure.

     

    Neither
      party shall have any liability to the other for any failure to perform its
      obligations under this Agreement by reason of events beyond its reasonable
      control, including but not limited to strikes, lockouts, labor disputes, floods,
      fires, war, terrorist acts or threats, hurricane, typhoon and other like extreme
      weather, earthquake, lightning, explosion, riots, disturbance, civil commotion,
      epidemics, embargoes, quotas, shortage of inventory due to crop failure,
      shortage of labor, delays in transportation, or government action, including
      but
      not limited to price controls, currency controls or detention of goods by
      authorities ("Force Majeure"); provided, however, that the parties shall perform
      their obligations to the maximum extent and as soon as reasonably
      practicable.

     

    12. Notices:

     

    Except
      for any notice required by law to be given in another manner, all notices
      required or permitted by this Agreement shall be given by any one or more of
      the
      following methods:

     

    (i) by
      personal delivery with delivery charges prepaid; (ii) by overnight commercial
      courier such as Federal Express with delivery charges prepaid, or (iii) by
      certified mail return receipt requested, postage prepaid, as
      follows:

     

    If
      to
      Supplier, then:

    


    Theodore
      Farnsworth, President 

    Purple
      Beverage Company, Inc. 

    450
      East
      Las Olas Blvd.

    Suite
      830

    Ft.
      Lauderdale, Florida 33301

    


    With
      Copy
      to:

    


    Jeffrey
      Klein, Esq.

    2600
      North Military Trail Suite 270

    Boca
      Raton, FL 33431

    


    If
      to
      Distributor:

    


    Tim
      Shepard

    Crosset
      Company

    10295
      Toebben Drive

    Independence,
      Kentucky 41051

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    13. Miscellaneous.

     

    a. The
      subject headings of the sections, paragraphs and subparagraphs of this Agreement
      included for purposes of convenience only, and shall not affect the construction
      or interpretation of any of this Agreement's provisions.

     

    b. This
      Agreement constitutes the entire agreement among the parties and there are
      no
      representations, warranties or commitments except as set forth herein. This
      Agreement supersedes all prior and contemporaneous agreements, understandings,
      negotiations and discussions, whether written or oral of the parties hereto,
      relating to the transactions set forth in this Agreement. No supplement,
      modification or amendment to this Agreement shall be binding unless executed
      in
      writing with signatures of all parties to this Agreement (or the authorized
      representative of the parties) witnessed and notarized. No waiver of any of
      the
      provisions of this Agreement shall be deemed, or shall constitute a waiver of
      any continuing or succeeding breach of such provision, a waiver of the provision
      itself, or a waiver of any right under this Agreement. No waiver shall be
      binding unless executed in writing with signatures of all parties to this
      Agreement (or the authorized representative of the parties) witnessed and
      notarized.

     

    c. There
      are
      no third party beneficiaries to this Agreement, and nothing in this Agreement
      Is
      intended to confer any rights or remedies under or by reason of this Agreement
      on any persons other than the parties to this Agreement and their respective
      heirs, executors, administrators, permitted successors and assigns and other
      legal representatives.

     

    d. All
      of
      the terms, provisions and covenants of this Agreement shall be binding on,
      and
      shall inure to the benefit of, the parties to this Agreement and their
      respective heirs, executors, administrators, permitted successors and assigns
      and other legal representatives.

     

    e. This
      Agreement shall not be assignable by any party hereto without the express prior
      written consent of all parties to this Agreement executed in writing with
      signatures of all parties to this Agreement (or the authorized representative
      of
      the parties) witnessed and notarized. Consent to any assignment can be withheld
      for any reason or no reason whatsoever. Any attempt at assignment in
      contravention hereof shall be null and void.

     

    f. If
      any
      term(s), provision(s) or covenant(s) of this Agreement is/are held to be
      illegal, invalid, or unenforceable, then such term(s), provision(s) or
      covenant(s) shall be fully severed from this Agreement, and this Agreement
      shall
      be construed and enforced as if such illegal, invalid, or unenforceable term(s),
      provision(s) or covenant(s) had never comprised a part of this Agreement, and
      the remaining term(s), provision(s) or covenant(s) of this Agreement shall
      remain in full force and effect and shall not be affected by the illegal,
      invalid, or unenforceable term(s), provision(s) or covenant(s) or by its/their
      severance from this Agreement.

     

    g. This
      Agreement shall be interpreted, enforced and governed by the laws of the State
      of Florida without regard to principals of conflict or choice of laws. Venue
      for
      any dispute, action, lawsuit or any proceeding whatsoever arising out of or
      in
      connection with this Agreement shall be heard in a federal or state court of
      appropriate subject matter jurisdiction located in Broward County,
      Florida.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement effective
      as of
      the day first written above.

     

      
        	
                DISTRIBUTOR:

              	
                SUPPLIER

              
	 	 
	
                By:   

              	
                /s/
                  Tim Shepard

              	 	
                By:  

              	
                /s/
                  Theodore Farnsworth

              	 
	 	
                Tim
                  Shepard

              	 	
                Theodore
                  Farnsworth

              
	 	
                Its
                  Director of Procurement

              	 	
                Its
                  President

              
	 	 
	
                Date:
                  1-25-08

              	
                Date:
                  1-25-08

              


      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    EXHIBIT
      "A"

    Trademarks
      To Be Added

     

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    EXHIBIT
      "B"

    


    Schedule
      of Authorized Product Forms

    


    PRODUCT
      FORMS 

    


    Purple
      Antioxidant Juice

     

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    EXHIBIT
      "C"

    TERRITORY
      DESCRIPTION

    


    In
      the
      State of Kentucky and a 150 Mile Radius from the City of Independence: To
      include all Kroger Food stores presently being serviced by
      Distributor.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    EXHIBIT
      "D"

    TERM

    


    The
      initial term of this Agreement shall be five (5) years commencing on the date
      of
      execution of this Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    EXHIBIT
      "E"

    PRICE
      LIST

    


    
      	
              PRODUCT

            	 	
              PRICE

            
	 	 	 
	
              Purple
                Antioxidant Dist Cost [***]

            	 	
              Retail
                Cost [***]

            
	 	 	
              SRP
                [***]

            
	 	 	
              Dist
                Credit [***]

            


    

     

    On
      the
      opening order, [***],
      Distributor will receive [***]. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      "F"

    MINIMUM
      QUANTITY PURCHASES

    


    
      	
              PERIOD

            	 	
              MINIMUM
                PURCHASE

            
	
              REQUIREMENT

            	 	 	 
	
              Year
                1

            	 	
              [***]
                Cases

            	
              [***]
                Cases/mo

            
	
              Year
                2

            	 	
              [***]
                Cases

            	
              [***]
                Cases/mo

            
	
              Year
                3

            	 	
              [***]
                Cases

            	
              [***]
                Cases/mo

            
	
              Year
                4

            	 	
              [***]
                Cases

            	
              [***]
                Cases/mo

            
	
              Year
                5

            	 	
              [***]
                Cases

            	
              [***]
                Cases/mo

            
	 	 	 	 
	
              [***]