www.eXFILE.com  888.775-4789   LIFEWAY FOODS


     

    EXHIBIT
10.1



    SEVENTH
EXTENSION

    TO

    STOCKHOLDERS’
AGREEMENT

    


    This
SEVENTH EXTENSION TO STOCKHOLDERS’ AGREEMENT (the “Seventh Extension”) is hereby
entered into as of the 15th day of
January, 2009, 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”) and by the Sixth
Extension to Stockholders’ Agreement entered into as of December 31, 2007 (the
“Sixth 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 Sixth Extension, the Standstill Period and the operative period of
Section 6.02 of the Stockholders’ Agreement (“Non-Compete Period”) expires on
December 31, 2008;  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 Seventh Extension.

    


    NOW,
THEREFORE, in consideration of the entry of the parties into this Seventh
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, 2009 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, 2009, 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 Seventh 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
Seventh 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
Seventh 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]

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        - 2
-

        
          

        

      

      
        
        

      

    

    IN
WITNESS WHEREOF, this Seventh 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/ Karen Aviles

              

                
      

              Name:
      Karen Aviles

              Its:
      Treasurer

            
	 
      	 
      


    

    


    


    


    


    
 

     

     

     

    
      
        
        

      

      
        - 3
-