<PAGE>

                                  ------------
                                  CONFIDENTIAL
                                  ------------

                                  Exhibit 10.7

              [Portions of this Exhibit have been omitted pursuant
                    to a Request for Confidential Treatment]

Brackets  [ ]" ARE USED TO  INDICATE  WHERE A PORTION OF THIS  EXHIBIT  HAS BEEN
OMITTED.  CONFIDENTIAL  TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED
PORTIONS.  A  COMPLETE  COPY  OF THIS  EXHIBIT,  CONTAINING  ALL OF THE  OMITTED
PORTIONS,  HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
TOGETHER WITH THE REQUEST FOR CONFIDENTIAL TREATMENT.

                                    EXCLUSIVE

                         CUSTOM MANUFACTURING AGREEMENT

      This  Exclusive  Custom  Manufacturing  Agreement  ("Agreement")  is  made
effective  this  _____  day  of  January,  2005,  by  and  between  [REDACTED  -
CONFIDENTIAL    TREATMENT    REQUESTED]*    ("Contractor")   and   Pacifichealth
Laboratories,  a Delaware  corporation with its principal offices at 100 Matawan
Road, Suite 420, Matawan, NJ 07747-3913 ("PHL").

1. PRODUCTS. This Agreement is for the processing,  manufacturing, and packaging
on an  exclusive  basis of  nutritional  supplements  and other  items,  as more
particularly  identified  in Exhibit A  ("Products")  by PHL,  according  to the
formulas,  specifications  and  procedures  set  forth  in  Exhibit  B,  as such
formulas,  specifications and procedures may be amended from time to time by PHL
(the  "Specifications").  Products  may be  added  to  Exhibit  A by the  mutual
agreement of the parties.  Products  shall be  distributed  by PHL under labels,
trademarks and trade names designated by PHL.

2. TERM;  TERMINATION.  This  Agreement  shall be effective as of the date first
written  above  and  shall  continue  for a  period  of  one  (1)  year  without
interruption,  and  thereafter  shall  continue year to year  thereafter  unless
terminated  by either  party on ninety  (90)  days  written  notice to the other
party.  This  Agreement may be terminated by either party at any time during the
term and any extension  thereof for a material  breach of this  Agreement by the
other party,  such termination to be effective  immediately upon delivery to the
defaulting  party  specifying the nature of such breach and  defaulting  party's
failure to remedy the breach within ten (10) days of its receipt.

3. PRICES.  Products shall be purchased from  Contractor at the prices set forth
in Exhibit A, as the same may be modified  annually by the mutual  agreement  of
the parties. In the event the parties are unable to agree on a proposed revision
of the price for a particular  Product,  then the price of such Product shall be
extended and such


                                       1
<PAGE>

                                  ------------
                                  CONFIDENTIAL
                                  ------------

Product may be removed from this  Agreement by PHL pursuant to paragraph 1 or by
Contractor upon at least sixty (60) days advance written notice to PHL.

4. PURCHASE ORDER,PRODUCT SCHEDULEING. Contractor agrees to sell, and PHL agrees
to purchase the quantity  specified in each Purchase  Order. It is agreed that a
variation  of plus or minus ten (10%) from the  Purchase  Order  quantity may be
invoiced  and will be  accepted  by PHL based  upon the  actual  production  run
amount.  Lead times are  approximately  six (6) weeks from receipt of a complete
Purchase  Order to date of shipment and will be no greater than eight (8) weeks;
however, lead times may drop to four (4) weeks for emergency shipments or during
periods of high demand.  PHL may notify or cancel an  unproduced  but  scheduled
Purchase  Order at any time up to ten (10) days  prior to  scheduled  production
date without incurring  additional charges. In the event Contractor is unable to
certify that it will produce the  requirements  of a Purchase  Order with a lead
time of eight  (8)  weeks or less,  PHL may  have the  requirements  under  such
Purchaser Order manufactured elsewhere.  Should PHL cancel or delay any Purchase
Order accepted by Contractor,  then PHL is responsible  for any and all "special
ingredients"  (i.e.  ingredients or packaging used  exclusively in PHL products)
purchased  by Supplier  for the  production  of a canceled  or delayed  Purchase
Order, provided such special ingredients cannot be used by Contractor to fulfill
other Purchase Orders placed by PHL. If PHL does not place other Purchase Orders
that would give  Contractor  the  opportunity  to use such  special  ingredients
within a reasonable  time then  Contractor  shall,  at PHL's option and expense,
dispose of special  ingredients or ship the special  ingredients as requested by
PHL. . Purchase orders will be placed in quantities not less than 8,000 lbs. per
formulation (blend).

5. PAYMENT TERMS.  [REDACTED - CONFIDENTIAL  TREATMENT REQUESTED]* PHL shall pay
invoices within [REDACTED - CONFIDENTIAL  TREATMENT  REQUESTED]* days after bill
of lading date.

6. QUANTITY. Contractor shall process,  manufacture,  accurately weigh, package,
palletize,  warehouse  and load PHL Products and supply  quantities  of Products
specified by PHL on dates as PHL shall direct. All finished product shall at all
times be kept free and clear from all encumbrances.

7. PHL TO FURNISH. (a) Packaging Materials: PHL shall provide labels and coupons
necessary for packing Products covered by the Agreement.  PHL shall deliver,  or
cause to be  delivered,  only such  quantities  of these  items as are  mutually
agreed upon by the parties,  based upon Contractor's  storage capacity and PHL's
product needs. (b) Art Work and Design:  PHL, at its expense,  agrees to provide
art work, printing plates and design work which is necessary to produce labeling
components for Products during the term of this Agreement. PHL shall furnish and
Contractor shall use PHL's batch or date codes,  which codes shall be printed or
embossed on all  packages  of the  Products in  accordance  with PHL's  standard
practice.  (c)  Equipment:  PHL may furnish  certain items of  equipment,  to be
mutually agreed upon by the parties, for use by Contractor in the manufacture of
Products.  Said  items  of  equipment  supplied  by PHL  shall  at all  times be
designated and labeled as PHL's property, shall be used only for the manufacture
of PHL's Products and no other products,  and shall be promptly  returned to PHL
upon  request.  A list of the  equipment  provided  by PHL is  attached  to this
Agreement as Exhibit C.

8. CONTRACTOR TO FURNISH.  (a) Raw Materials:  Contractor  shall provide all raw
materials and  packaging  materials not covered in paragraph 7 necessary for the


                                       2
<PAGE>

                                  ------------
                                  CONFIDENTIAL
                                  ------------

manufacture of the Products. (b) Labor and Maintenance: Contractor shall provide
all  necessary  labor,   administrative,   quality   control,   maintenance  and
supervisory staff necessary to fulfill its obligations under this Agreement. (c)
Equipment:  Contractor  shall  furnish all  equipment  necessary to  manufacture
Products  except those items of  equipment  supplied by PHL, as set forth in the
preceding  paragraph.  (d)  Packaging  Materials:  Contractor  shall provide all
packaging  materials  not specified in paragraph 7, to include  master  shipping
cartons,  inside  cartons,  and master  shipping  labels  necessary  for packing
Products  covered by this  Agreement . Upon  termination  of this  agreement  or
discontinuance  of a sku,  PHL  shall be  responsible  to  purchase  any  unique
ingredients in Contractor's possession provided quantities on hand do not exceed
a six (6) month supply based on prior orders.

9.  PRODUCTION  AND QUALITY  CONTROL.  Contractor  shall  produce  all  Products
manufactured  pursuant to this Agreement  according to the Specifications and in
compliance  with all  federal,  state  and local  laws.  Contractor  shall  send
production samples to PHL at PHL's expense for examination and testing to assure
conformity with the Specifications.  If examination of such samples reveals that
the production in question fails to conform to the  Specifications  or the "Pure
Food Guaranty" set forth below, Contractor shall dispose of such production in a
manner  agreed to by both  parties.  Any lot of Products  (i.e.,  an entire days
production, including rework and secondary products from the sampled lot) tested
for the presence of pathogens  shall be withheld from shipment until  acceptable
laboratory  results are obtained.  PHL may,  during normal business hours and on
notice,  have access to  Contractor's  plant and production  records and quality
control records with respect to Contractor's performance under this Agreement.

10.  CONTAMINATION  & GUARANTEE.  Contractor  warrants and  guarantees  that all
Products produced or delivered to PHL are of merchantable quality, pure and free
from  defects and at the time of shipment are (a) in  compliance  with the laws,
rules,  regulations,  requirements and various programs administered pursuant to
the  Wholesome  Meat and Poultry  Products  Acts or the Federal  Food,  Drug and
Cosmetic Act, as applicable,  and any other applicable  federal,  state or local
food  and drug  law  then in  effect;  and (b)  wholesome,  not  adulterated  or
misbranded within the meaning of the Wholesome Meat and Poultry Products Acts or
the Federal  Food,  Drug and  Cosmetic  Act, as  applicable,  and  otherwise  in
compliance with all applicable federal, state and local laws.

11.  INSURANCE.  Contractor  shall  maintain and keep in force adequate fire and
extended coverage  insurance  covering the selling of all finished product,  and
the  replacement  value of all equipment,  packaging  materials and  ingredients
supplied by PHL.  This  insurance  shall  include "all risk"  coverage for PHL's
packaging  materials and finished  product.  Contractor  further agrees to carry
Workers  Compensation  insurance  as  required  by  the  laws  of the  State  of
Wisconsin.   Contractor  also  agrees  to  carry  commercial  general  liability
insurance  with  minimum  limits  of  $500,000  for each  occurrence,  including
coverage for  products  liability  and  operations  liability  with a $1,000,000
umbrella as supplementary protection. These policies shall be with carriers with
a B or better rating through Bests  Cumulative  Rating.  PHL  acknowledges  that
Contractor  is  self-insured  on  matters  of this type and such  self-insurance
satisfies the requirements set forth herein.

12. PRODUCT RECALL.  In the event that it is deemed  necessary or appropriate by
PHL,  either in  response  to  government  action or  otherwise,  to recall  any
Products  produced by Contractor  pursuant to this Agreement due to Contractor's
negligence, Contractor agrees to be responsible for all costs of such recall and
recovery.


                                       3
<PAGE>

                                  ------------
                                  CONFIDENTIAL
                                  ------------

13. PROPRIETARY AND TRADEMARK RIGHTS.  Contractor hereby recognizes PHL as owner
or licensee of its  trademarks  and labeling  used on packaging  and  Contractor
shall not  acquire any rights,  title or interest to  trademarks  or other label
features  owned or  licensed by PHL and  applied to the  containers  of Products
pursuant to this Agreement.  Contractor  shall not sell to any person other than
PHL or  persons  designated  by PHL  any of the  Products  produced  under  this
Agreement.

Any manufacturing processes or procedures,  and ideas relating thereto,  arising
from  Contractor's  efforts  in  connection  with  this  Agreement  shall be the
property of Contractor; provided that if PHL, or a independent consultant acting
on behalf of PHL, substantially participates in the development of such process,
procedure  or  idea,  then  PHL  shall  have a  non-exclusive  right to use such
development. Any develop or idea relating to the formulations and specifications
of the Products  developed  during the  performance of this  Agreement  shall be
owned by PHL.

14. CONFIDENTIALITY.  The parties recognize the secret and proprietary nature of
certain information shared with each other, including without limitation product
formulas,  specifications,  and procedures, product volume and cost information,
product destinations and customers, and processing and manufacturing information
("Confidential  Information").  The disclosing  party shall endeavor to mark all
written  disclosures of its own confidential  information as "CONFIDENTIAL"  and
the receiving  party shall mark as  "CONFIDENTIAL"  any writings made by it that
contain any of the disclosing party's confidential  information;  provided, that
the failure of any such written  disclosure or writing to be so marked shall not
affect the confidentiality of such information.

Both parties shall keep Confidential  Information  received from the other party
strictly  confidential  and shall not use,  except as expressly  provided for in
this Agreement, or disclose to others such Confidential Information.

The secrecy obligations herein shall cease to apply to Confidential  Information
after the earliest date on which the  receiving  party  provides the  disclosing
party  with  written  evidence  clearly   establishing  that  such  Confidential
Information:  (a) has become generally known to the public in the U.S.A. through
no fault of the receiving party; or (b) was known to the receiving party and its
value  appreciated  before it was obtained from the disclosing party; or (c) has
been disclosed to the receiving party free of any obligation of  confidentiality
by a third party who has the right to  disclose  the same and who did not derive
the information  from the disclosing  party. The secrecy  obligations  contained
herein shall survive the expiration or termination of this Agreement.

The  parties  each  acknowledge  that the  Confidential  Information  which they
receive  from  the  other  is the  property  of the  disclosing  party,  and the
receiving party has no claim of ownership to the Confidential Information of the
other party. At the written request of the disclosing party, the receiving party
shall  promptly  return to the  disclosing  party any documents  provided by the
disclosing  party  containing any  Confidential  Information,  and the receiving
party shall  segregate in a separate file or destroy any documents  generated by
the receiving  party which contain  Confidential  Information  of the disclosing
party.

15. FORCE  MAJEURE.  Neither party shall be liable for damages due to failure to
perform any obligation  under this Agreement if such failure is due to strike or
other labor difficulties,  breakdown or damage to plant facilities, acts of war,
civil commotions, acts of any government or governmental authority, interference
in telephone or electronic  communications,  fire, flood,  windstorms,  or other
acts of God,


                                       4
<PAGE>

                                  ------------
                                  CONFIDENTIAL
                                  ------------

or any cause of a like or different kind beyond the  reasonable  control of such
party.  If, however,  any failure to perform which is otherwise  excusable under
this provision continues for more than ten (10) days, then the other party shall
be entitled  to  terminate  this  Agreement  at any time during such  continuing
failure  to perform by giving the  nonperforming  party  written  notice of such
termination.

16.  POST-TERMINATION.  Upon  termination  of  this  Agreement  for  any  reason
Contractor  agrees  to  promptly  ship to PHL,  at  PHL's  expense,  all  unused
PHL-owned  materials  and all PHL-owned  equipment.  PHL agrees to purchase from
Contractor all finished goods which  Contractor has  manufactured  in accordance
with PHL's orders and specifications,  at prices set forth herein, and similarly
all  authorized  work then in process  upon its  completion.  Contractor  hereby
agrees that upon termination of this Agreement, it shall immediately discontinue
any and all uses of PHL's trademarks, trade names and artwork and shall promptly
return any and all items upon which PHL's  trademarks  or trade names  appear to
PHL.

17.  TRANSPORTATION  AND PALLET EXCHANGE.  Contractor  shall properly  palletize
Product per PHL's pallet pattern  specifications.  PHL shall be responsible  for
selecting  carriers for transporting of finished products and supplies.  Pallets
shall be billed as a separate line item to PHL.

18. NOTICES. All notices,  requests and demands to or upon either party shall be
in  writing  and shall be  deemed  given:  (a) upon  delivery  by hand;  (b) one
business  day after being sent by overnight  courier;  (c) three  business  days
after being deposited in the United States mail,  postage  prepaid;  or (d) upon
transmission  by facsimile,  with  confirmation.  Such  communications  shall be
addressed  to the parties as follows,  or to such other  address as either party
may designate in a notice to the other party:

[REDACTED -       [REDACTED - CONFIDENTIAL
CONFIDENTIAL      TREATMENT REQUESTED]*
TREATMENT
REQUESTED]*:
(Contractor)

Pacific HealthLabs:    Pacifichealth Laboratories, Inc.
(PHL)                  100 Matawan Road, Suite 420,
                       Matawan, NJ 07747-3913
                       Attention: Chief Financial Officer
                       Facsimile no.: (732) 739-4360
                       cc: Gary A. Miller, Fax 215-851-8383

19. GOVERNING LAW. This Agreement and the rights of the parties  hereunder shall
be  governed  by and  interpreted  in  accordance  with the laws of the State of
Wisconsin, U.S.A. without regard to conflict of laws principles.

20. ALTERNATIVE DISPUTE RESOLUTION.  Except with respect to injunctive relief as
provided in paragraph 15., the parties agree to explore the use of mediation and
arbitration to resolve any claim or dispute  between the parties  arising out of
or relating to this Agreement;  provided,  however, this paragraph 23. shall not
obligate  either  party to submit  any such claim or  dispute  to  mediation  or
arbitration.


                                       5
<PAGE>

                                  ------------
                                  CONFIDENTIAL
                                  ------------

21. JURISDICTION AND VENUE. PHL consents to the personal  jurisdiction and venue
of the Federal and State Courts of the State of Wisconsin,  U.S.A.  with respect
to any matter arising from the breach or performance of this Agreement..

22. MISCELLANEOUS. (a) Independent Contractor: It is specifically understood and
agreed that in the  performance  of this  Agreement  and for all other  purposes
[REDACTED - CONFIDENTIAL  TREATMENT REQUESTED]* is an independent contractor and
not the agent of PHL.  (b) Entire  Agreement:  Except for any  executed  secrecy
agreement between the parties,  this Agreement  constitutes the entire agreement
between Contractor and PHL and supersedes any prior or  contemporaneous  oral or
written  agreement  or  understanding  between the parties  with  respect to the
subject matter hereof.  Any Custom  Manufacturing  Agreement between the parties
relating to the Products in effect on the effective date of this Agreement shall
be deemed amended and restated in its entirety by this Agreement. (c) Amendment:
This  Agreement  may be  amended  or  supplemented  only in a writing  signed by
authorized  representatives of both parties, and not by any course of dealing or
prior  performance.  (d) Waiver:  The failure of either  party to enforce at any
time any of the provisions of this Agreement,  or to exercise any right which is
herein provided, or to require at any time performance by the other party of any
of the  provisions  hereof,  shall in no way be construed to be a waiver of such
provisions,  nor in any way affect the  validity of this  Agreement  or any part
thereof,  or the right of either party to thereafter enforce each and every such
provision.  No waiver shall be valid  unless in a writing  signed by the waiving
party and then only to the extent  specified.  (e)  Remedies:  In the event of a
default by the other  party,  each party  shall have the right to pursue any and
all remedies  available at law or in equity,  including  without  limitation any
remedies  granted such party by this  Agreement.  The pursuit of any one or more
remedies  shall not  foreclose  the pursuit of any other  remedies  which may be
available and the remedies shall be considered cumulative and not exclusive. (f)
Exhibits:  All  Exhibits  attached  hereto  are  expressly  made a part  of this
Agreement. (g) Severability:  If any term or provision of this Agreement is held
to be illegal or in conflict with any federal, state or local law or regulation,
the validity of the remainder of this Agreement  shall not be affected,  and the
rights and obligations of the parties shall be construed and enforced as if this
Agreement did not contain the  particular  term or provision held to be invalid.
(h)  Counterparts:  This Agreement may be executed in one or more  counterparts,
all of which taken together shall constitute one document.

      IN WITNESS WHEREOF,  the parties have caused this Agreement to be executed
by their duly  authorized  representatives  effective as of the date first above
written.

[REDACTED - CONFIDENTIAL                PACIFICHEALTH LABORATORIES, INC.
TREATMENT REQUESTED]*                               (PHL)
    (Contractor)


By: ___________________________         By: _______________________________

Its: __________________________         Its: ______________________________


                                       6
<PAGE>

                                  ------------
                                  CONFIDENTIAL
                                  ------------

                                    EXHIBIT A

                               PRODUCTS AND PRICES

<TABLE>
<CAPTION>
PRODUCT:                       DESCRIPTION:                                           PRICE:
<S>                  <C>                                        <C>
AC07BR06             77400-Accelerade, BR, 28 servs             [REDACTED - CONFIDENTIAL TREATMENT REQUESTED]*
AC07BRLS06           77450-Accelerade, BR, 56 servs             [REDACTED - CONFIDENTIAL TREATMENT REQUESTED]*
AC07FP006            77300-Accelerade, FP, 28 servs             [REDACTED - CONFIDENTIAL TREATMENT REQUESTED]*
AC07FPLS006          77350-Accelerade, FP, 56 servs             [REDACTED - CONFIDENTIAL TREATMENT REQUESTED]*
AC07LL06             77200-Accelerade, LL, 28 servs             [REDACTED - CONFIDENTIAL TREATMENT REQUESTED]*
AC07LLLS006          77250-Accelerade, LL, 56 servs             [REDACTED - CONFIDENTIAL TREATMENT REQUESTED]*
AC07MSBR06           77420-Accelerade, BR, 12 servs             [REDACTED - CONFIDENTIAL TREATMENT REQUESTED]*
AC07MSFP06           77320-Accelerade, FP, 12 servs             [REDACTED - CONFIDENTIAL TREATMENT REQUESTED]*
AC07MSLL06           77220-Accelerade, LL, 12 servs             [REDACTED - CONFIDENTIAL TREATMENT REQUESTED]*
AC07MSTO06           77120-Accelerade, TO, 12 servs             [REDACTED - CONFIDENTIAL TREATMENT REQUESTED]*
AC07SSLL200          77896-Accelerade SS Packets-LL             [REDACTED - CONFIDENTIAL TREATMENT REQUESTED]*
AC07TO06             77100-Accelerade, TO, 28 servs             [REDACTED - CONFIDENTIAL TREATMENT REQUESTED]*
AC07TOLS006          77150-Accelerade, TO, 56 servs             [REDACTED - CONFIDENTIAL TREATMENT REQUESTED]*
AC07TOSS200          77895-Accelerade SS Packets-TO             [REDACTED - CONFIDENTIAL TREATMENT REQUESTED]*
CD12CH006            79500-Countdown, CH, 14-servs,             [REDACTED - CONFIDENTIAL TREATMENT REQUESTED]*
CD12LSCH006          79550-Countdown, CH, 28-servs,             [REDACTED - CONFIDENTIAL TREATMENT REQUESTED]*
CD12LSVN006          79650-Countdown, VN, 28-servs,             [REDACTED - CONFIDENTIAL TREATMENT REQUESTED]*
CD12VN006            79600-Countdown, VN, 14-servs,             [REDACTED - CONFIDENTIAL TREATMENT REQUESTED]*
EN050006             71700-EnduroxR4, FP, 14 servs,             [REDACTED - CONFIDENTIAL TREATMENT REQUESTED]*
EN05CH006            72500-EnduroxR4, CH, 14 servs,             [REDACTED - CONFIDENTIAL TREATMENT REQUESTED]*
EN05CHLS06           72550-EnduroxR4, CH, 28 servs,             [REDACTED - CONFIDENTIAL TREATMENT REQUESTED]*
EN05LL006            72100-EnduroxR4, LL, 14 servs,             [REDACTED - CONFIDENTIAL TREATMENT REQUESTED]*
EN05LLLS06           72150-EnduroxR4, LL, 28 servs,             [REDACTED - CONFIDENTIAL TREATMENT REQUESTED]*
EN05LS06             71900-EnduroxR4, FP, 28 servs,             [REDACTED - CONFIDENTIAL TREATMENT REQUESTED]*
EN05SP200FP          71898-Single Serve 100pc. FP               [REDACTED - CONFIDENTIAL TREATMENT REQUESTED]*
EN05SP200TO          71899-Single Serve 100pc. TO               [REDACTED - CONFIDENTIAL TREATMENT REQUESTED]*
EN05T006             71800-EnduroxR4, TO, 14 servs,             [REDACTED - CONFIDENTIAL TREATMENT REQUESTED]*
EN05TOLS06           71950-EnduroxR4, TO, 28 servs,             [REDACTED - CONFIDENTIAL TREATMENT REQUESTED]*
EN05VN006            72600-EnduroxR4, VN, 14 servs,             [REDACTED - CONFIDENTIAL TREATMENT REQUESTED]*
EN05VNLS06           72650-EnduroxR4, VN, 28 servs,             [REDACTED - CONFIDENTIAL TREATMENT REQUESTED]*
MA14FP006            73300-MuscleAde, FP, 28 servs,             [REDACTED - CONFIDENTIAL TREATMENT REQUESTED]*
MA14LL006            73200-MuscleAde, LL, 28 servs,             [REDACTED - CONFIDENTIAL TREATMENT REQUESTED]*
NT15CH006            74500-NTS Protein, CH, 15 servs            [REDACTED - CONFIDENTIAL TREATMENT REQUESTED]*
</TABLE>

<PAGE>

                                  ------------
                                  CONFIDENTIAL
                                  ------------

                                    EXHIBIT B

                                 SPECIFICATIONS

Products shall be processed,  manufactured  and packaged in accordance  with the
attached  "PHL and [REDACTED -  CONFIDENTIAL  TREATMENT  REQUESTED]*  Safety and
Quality Requirements,"  subject to additional  modification from time to time by
mutual agreement.

Formulas, specifications and procedures for particular Products are attached.

<PAGE>

                                  ------------
                                  CONFIDENTIAL
                                  ------------

                                    EXHIBIT C
                           CUSTOMER SUPPLIED MATERIALS

            All labels, carton, pouch film, and all printed material

<PAGE>

                                  ------------
                                  CONFIDENTIAL
                                  ------------

                                    EXHIBIT D

                                    EQUIPMENT

                                      NONE