<PAGE>   1


                             MANUFACTURING AGREEMENT

           This Manufacturing Agreement ("The Agreement") is made as of this 5th
day of March 1999, between LYONS MAGNUS, a California corporation, having its
principal place of business at 1636 South Second Street, Fresno, California
(herein after "Packer") and AQUA VIE BEVERAGE CORPORATION, a Delaware
Corporation, having its principal place of business at 333 South Main Street
Suite 201, Ketchum, Idaho (herein after "Company").

RECITALS

           WHEREAS Packer is engaged in the business of preparing and
aseptically processing fruit, fruit juices, beverage products and other related
commodities in Fresno, California and Florence, Kentucky;

           WHEREAS Company is engaged in the business of developing, marketing
and selling certain products including various proprietary beverages; and

           WHEREAS Company desires to retain Packer to aseptically process and
package their proprietary beverage products for it on the terms and conditions
as set forth herein.

           WHEREAS Packer proposes to provide at its best available price to
utilize its organization and production capabilities support the Company in
development, production and distribution of its products to the extent desired
by the Company, so that the Company may emphasize product development, marketing
and sales with all other activities at its option fully supported by the
organization and production capabilities of Packer.

           AGREEMENT

      For good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, Packer and Company agree as follows.

I.    Product Specifications: Processing and Packaging.

      A.    Processing: For the term of this Agreement, Packer will aseptically
            process and package for Company several Company proprietary beverage
            products known as Hydrators and Nutritionals, other Company
            developed or acquired proprietary products, Smoothies and other
            similar products (the "Products"). In accordance with the
            specifications as developed jointly by Company and Packer, (the
            "Specifications"), (Exhibit A) and the terms and conditions of this
            Agreement. Packer shall initially process and package seven flavors
            of Hydrators(TM) and three Nutritional products (the "E Line"(TM),
            Elixir(TM), Empower(TM), and Ecstasy(TM)) in either of the two
            containers as listed below in


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            Section B, and a line of 3 or more Smoothies provided by Packer.
            During the term of this Agreement, Company may request Packer to
            process and package additional flavors and/or package configurations
            upon thirty (30) days written notice to Packer providing Packer has
            the capacity and available equipment to produce such products and
            Company agrees to pay the price that Packer demands for such
            production.

            (1). A line of Smoothie products for retail bottles have been
            developed by Packer and will require production test runs for each
            flavor to verify shelf life stability and other quality attributes
            all at Packer's expense. Test runs were conducted on Peach and
            Raspberry Smoothies on February 12, 1999, and samples in PET bottles
            have been delivered to the Company for evaluation and flavor
            enhancement. Additional flavors will be produced and delivered to
            the Company from time to time upon request. Shelf life studies will
            be conducted for sixty (60) days from the test production and if
            approved by Packer, and the cost parameters are mutually acceptable,
            the Smoothie product will then be released to Company.

            (2). Smoothie products developed by Packer for retail bottles will
            be under license to be exclusively enhanced, produced and sold by
            the Company for a period of 6 (six) months after shelf life studies
            are completed and a flavor is released to the Company for sale.
            Thereafter, the exclusive production and sales right of the Company
            will continue as to a flavor provided the Company sells not less
            than an aggregate of 50,000 cases in the first per year of all
            Smoothie flavors, and 50,000 cases thereafter per year, increased by
            10% per year over the preceding year. If this sales level is not
            attained, the company will have a non-exclusive right to produce and
            sell a Smoothie flavor.

      B.    Packaging: The Products shall be packaged in either 16 ounce and/or
            12 ounce PET bottles with 28 mm openings with either flat or sports
            closures. Such bottles will be further packaged in cases consisting
            of 24 bottles as further described in the Specifications as set
            forth hereto in Exhibit A. Packaging in Company's gift packs or in
            less than 24 bottle cases may be covered by separate cost quote.
            Bottles shall be labeled with full wrap around labels with all
            artwork and plate costs to be charged to Company. Company will
            utilize Packer's label vendor unless the Vendor's costs are not
            competitive. Packer, in any instance, must approve any new label
            vendors.

      C.    Labeler: In the event Company elects to utilize a full sleeve shrink
            label, a specialized label applicator will be purchased by Company
            for the approximate sum of $95,000 plus conveyor modifications of
            $10,000 for a total of $105,000 for use in Packer's line to produce
            Company products, and such other non-competitive products as may be
            agreed upon from time to time between the parties, subject to
            availability limitations and payment for use. Packer will install
            this labeler and components at a cost to be borne by Packer of
            approximately $15,000 to $20,000. Packer will maintain equipment in
            top


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            condition at all times. If Packer utilizes this equipment for other
            projects, Packer agrees to pay Company at the rate of $.10 per case
            for all throughput cases. The equipment can not be used for projects
            that involve products that directly compete with the Products of the
            Company as defined herein or subsequently added. Packer will have
            the option of purchasing the equipment from Company at the
            termination of the Agreement based upon a twenty percent per year
            depreciated value. At the end of five years, Packer may acquire
            ownership of the equipment for $1, however, the Company may still
            utilize said equipment without charge for labeling its products, and
            Packer will replace the Labeler with new equipment if considered
            necessary by Company at no cost to Company for acquisition or use.

      D.    Company is aware and understands that it is responsible for and will
            pay all costs associated with the changing of flavors and/or
            container sizes which are detailed on Packer cost quotations in the
            form set forth in Exhibit B.

      E.    Packer agrees to process a minimum of 50,000 cases of Product per
            month, exclusive of the Smoothie product production, for the Company
            based upon quarterly projections received from the Company. Forward
            reserve volume will be calculated by reserving one hundred fifty
            percent of the preceding quarterly volume to a maximum of 100,000
            cases per month. Example: If Company orders and ships 100,000 cases
            in Quarter 1, Packer will then commit to processing 150,000 cases in
            Quarter 2, adjusted for seasonality. When Company volume reaches
            100,000 cases per month for 3 continuous months then the volume will
            again be increased by a factor of 125% per quarter.

      F.    Packer agrees in good faith to provide volume discounts to Company
            that reflect Packer's ability to secure such discounts by its
            purchasing.

      G.    All Products shall be aseptically processed and packaged at Packer's
            facility in Fresno, California.

      H.    Cross Sales: (1) A vital issue to the spirit of this agreement, is
            the concept of "cross sales" of each party's products by the other
            party. "Cross Sales" will include but are not limited to the Packer
            providing to the Company the exclusive rights to label, market, and
            sell the product line called "Smoothies", originally developed by
            the Packer subject to the conditions set forth above, other
            Packer-label products; and the Company providing to the Packer the
            option to have the exclusive right to market and sell, through a
            licensing agreement (or some mutually agreed to alternative method),
            Aqua Vie Products through the Packer's Food Services Distribution
            Network, subject to potential acceptable sales demand therefor.

            (2) From time to time, at the request of the Company, Packer will
            make available to Company on an exclusive basis for enhancement,
            production and


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            sale any Packer-label products for all sales exclusive of Packer's
            Food Services Distribution Network. Said exclusive license will
            continue from year to year if Company sells 50,000 or more cases of
            said product during a year, or averaged over a two year period,
            whichever is less. If said sales levels are not met, the Company
            shall have a non-exclusive right for production and sale. Whether or
            not exclusive, packer will not offer products provided by it to
            Company hereunder to competitors or entities if it will derogate or
            detract from the sales activities of the Company.

    I. The Company may distribute and sell the Products worldwide; however,
    Products bottled by Packer for foreign sales will be subject to Company
    satisfying import compliance.

II.   Sourcing of Raw Materials and Packaging.

      A.    Packer will make available at cost, plus appropriate loss factors
            based on volume as setout in "Specifications" Exhibit A, any raw
            materials and packaging supplies currently maintained in the
            Packer's raw material inventory requested by the Company for use in
            this project. Special raw materials currently not inventoried by
            Packer which Company specifies as a necessary component in the
            Products formulation and packaging of its Products, not including
            the production of the Smoothie product which costs shall be covered
            separately, shall also be purchased by the Packer or the Company to
            support this project at Company's expense. Special flavor components
            shall be timely furnished to the Packer by the Company in order to
            support production schedules. Packer shall bear all risk of loss
            based upon its failure to account for or negligence leading to
            inventory loss on all of the above mentioned raw materials and
            flavor components and shall be accountable for these supplies and
            materials and will provide inventories on a monthly basis or more
            often if required to adequately manage the production function.

      B.    Packer will review all raw material requirements and provide
            appropriate inbound quality control and inventory procedures to
            assure that all raw materials meet the Specifications and are
            adequately accounted for.

      C.    Company shall place orders for the Products approximately four weeks
            prior to expected shipment date. Upon receipt of a valid purchase
            order, Packer shall, within three (3) working days of receipt
            thereof, forward an invoice for said order with appropriate detail
            acceptable to Company. Company will then forward funds or letter of
            credit to Packer who will allow Packer to order raw materials and
            schedule processing time. Products will be produced no later than
            three 3 weeks after receipt of funds or letter of credit. At the
            conclusion of each run, a final invoice will be prepared indicating
            the exact number of cases of Products produced with a resulting
            charge or credit, with any such charge amount to be cleared prior to
            any subsequent orders being accepted.

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      D.    Packer shall bear risk of loss based on failure to account for
            damage to or inventory loss on raw materials and supplies. Packer
            shall maintain books and records relating to all such raw materials
            and will provide detailed schedules of raw material inventories on
            hand as verified by a physical inventory observation on a monthly
            basis if required to meet Company's production requirements.

III.  Manufacturing

      A.    Packer will process and package Products for Company in accordance
            with the Specifications. Packer may change Specifications that
            relate to the production of the Products from time to time and any
            such changes will only be effective upon written notice from Packer
            to Company and approved in writing by Company, which approval shall
            not be unreasonably withheld. Company may change Specifications that
            relate to matters other than production scheduling of the Product
            from time to time and any changes will only be effective upon
            fifteen (15) days written notice from Company to Packer and must be
            approved in writing by Packer.

      B.    Packer shall store all products and raw materials at a temperature
            that is suitable to maintain the quality of the Products in
            accordance with the Specifications.

      C.    Packer will maintain production records on all raw materials
            utilized in sufficient detail so that Packer and Company may track
            product batch numbers to specific raw materials and finished goods
            code numbers. Prior to the acceptance of incoming raw materials,
            Packer will test samples of such raw materials to ensure that these
            raw materials meet the Specifications. Raw materials failing to meet
            the Specifications will be returned to the vendor and Company shall
            have no obligation to pay Packer for any non-conforming raw
            materials returned to vendor by Packer. Manufacturing yield loss on
            production runs of twenty (20) hours shall be no more than five
            percent. Manufacturing yield loss on production runs exceeding
            twenty (20) hours shall be no more than three percent. Packaging
            yield loss shall be less than two percent (flavor and size change
            issues excepted). Manufacturing yield loss on production runs of
            less than 20 hours will be detailed on cost quotations on a form as
            set out in Exhibit B.

      D.    Products shall be processed on tubular heat exchange equipment to
            include appropriate heating, hold times and cooling to conform to
            the Specifications.

      E.    The fees provided as set forth in Exhibit B shall constitute payment
            for all services provided by Packer hereunder including, without
            limitation, all product processing, raw material receiving, quality
            control procedures, microbiological testing of the product, and
            record keeping required hereunder


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            including the production and accounting functions necessary to
            fulfill documentation of packaging of raw materials by lot numbers
            to correspond with finished goods code numbers on all Products,
            warehousing, accounting, product development, and general
            administrative costs.

IV. Warehousing and Testing

      A.    For the term of this Agreement Packer agrees:

            1)    To conduct all microbiological testing of the Products as
                  required by the Specifications and hold all finished Products
                  for a period of no less than six (6) days pending
                  microbiological approval and release for shipment.

            2)    To transfer all finished Products to a warehouse facility in
                  Fresno, California that will be adequately ventilated to
                  maintain the quality of the Products in accordance with the
                  Specifications or, at the option of the Company, to some other
                  warehouse facility.

            3)    To warehouse all raw materials in appropriate storage areas in
                  Fresno, California, which will preserve the quality of such
                  raw materials to enable such raw materials to meet the
                  Specifications.

            4)    To receive and process, at the Company's option, all inbound
                  orders from Company for Products, to generate bills of lading
                  and load Products for shipment as directed by Company with all
                  complete inventory control; and

            5)    To provide finished goods, accounting systems, and inventory
                  control documentation to Company on a monthly basis.

      B.    For the term of this Agreement, Company, at its option, agrees:

            1)    To forward orders for Products to Packer on a monthly basis
                  which will specify the dates the Products shall be furnished
                  and available for shipment to Company's customers; and

            2)    To arrange for shipping of all Products F.O.B. Packer's
                  warehouse in Fresno, California. Packer can assist in
                  arranging transportation if required by Company, however,
                  payment guarantees will be necessary.

V. General

      A.    Company will be assigned an account executive, Mr. Larry Young, who
            will be responsible for the management and administration of this
            agreement on behalf of Packer including and without limitation all
            areas of manufacturing and processing of the Products from both a
            technical and business standpoint.

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      B.    Upon receipt of orders from Company, Packer will schedule same into
            normal production to ensure a timely delivery of all Products in
            accordance with Section II.C.

      C.    Packer will place code markings on all finished Products that
            include such Products' day code and "use by date" and which conform
            in all respects to the Specifications. The code markings will
            include bar coding and item numbering on all secondary packaging and
            master pallet identification labels.

      D.    Packer will provide to Company a certificate indicating proof of
            product liability insurance. This certificate shall show liability
            coverage of no less than $10,000,000 in the aggregate and $1,000,000
            per occurrence and shall name the Company as an Additional Insured.

      E.    Company shall take delivery of the finished Products no later than
            thirty (30) days from the date of production.

      F.    Packer will approve or submit changes to any proposed press release
            containing their name within 24 hours of submission to them or
            within that same time provide written response containing the
            reasons for their objection.

      G.    Packer intends to make available its organizational, production, and
            purchasing capabilities to facilitate the business of the Company to
            the full extent desired thereby, subject to other obligations of
            Packer, so that the Company may to the extent desired thereby devote
            its attention to marketing, product development and sales activities
            without the distraction of developing its own capabilities in the
            areas which may be supported by Packer.

VI. Effective Term

      The term of this Agreement shall commence on the date this Agreement is
      signed by the parties and will continue in full force for a term of three
      consecutive years from that date. The term of this agreement will be
      renewable on a year to year basis with 12 month written notice by Company
      to Packer.

VII. Forecasts

      Upon execution hereof, Company shall provide Packer with a written ninety
      (90) day forecast of its needs for production of the Products and shall
      thereafter update this forecast on a monthly basis. Estimates contained in
      any forecast shall not be deemed to constitute a binding commitment to
      purchase on behalf of the Company.


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VIII. Termination

      A.    This Agreement may be terminated:

            1)    By Packer, immediately without notice, if Company shall become
                  insolvent, or shall file a voluntary petition in bankruptcy,
                  or there is a filing of an involuntary petition in bankruptcy
                  against Company, or an appointment by a court or a temporary
                  or permanent receiver, trustee, or custodian for Company or
                  Company's business or if Company shall make a general
                  assignment for the benefit of its creditors except to prevent
                  an involuntary petition to bankrupt the Company by creditors
                  due to past performance of the Packer.

            2)    By Company, immediately without notice, if Packer shall become
                  insolvent, or shall file a voluntary petition in bankruptcy,
                  or there is a filing of an involuntary petition in bankruptcy
                  against Packer, or an appointment by a court or a temporary or
                  permanent receiver, trustee or custodian for Packer or
                  packer's business or if Packer shall make a general assignment
                  for the benefit of it's creditors; except to prevent an
                  involuntary petition to bankrupt the Packer by creditors due
                  to past performance of the Company.

            3)    By either party, with cause, upon thirty (30) days written
                  notice to the other party; except in the case of product
                  recall due to negligence on the part of the Packer.


            4)    By either party, upon the breach of this Agreement by the
                  other party and thirty (30) days advance written notice for
                  the non-breaching party to the breaching party that specifies
                  the breach; provided, however, that if the breaching party
                  shall remedy such breach during such thirty (30) day period,
                  then any such notice of termination shall be null and void;
                  except for non-payment or failure to pay in a timely manner as
                  contract requires, then contract can be terminated on ten (10)
                  days written notice by Packer to Company.

            5)    Thirty (30) days following receipt by one party hereto of the
                  notice, as described below:

                        If either party hereto (the "Defaulting Party") is at
                        any time during the effective term of this Agreement
                        prevented or delayed in complying with any provision of
                        this Agreement by reason of matters such as acts of God,
                        strike, civil commotion, riots, war, revolution, acts of
                        governments, or any similar cause which is reasonably
                        beyond the control of the Defaulting Party, but
                        excluding lack of funds, unless caused by one of the
                        parties

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                        against the other due to neglect, or failure to perform
                        according to the terms of this Agreement; then the
                        duties and obligations of both parties hereto shall be
                        suspended for the duration of the event preventing
                        proper performance under this Agreement; provided,
                        however, that if such prevention or delay shall continue
                        in excess of thirty (30) days, the other party hereto
                        shall immediately have the right to terminate this
                        Agreement upon thirty (30) days prior written notice to
                        the defaulting party.


      B.    In the event this Agreement is terminated:

            1)    All obligations of each party shall be adjusted up to and
                  including the date of termination; except in the instance of
                  Products recalled due to negligence of the Packer, which will
                  enure to the time when all settlements are satisfied between
                  the Company and it's customer(s).

            2)    Packer shall, within thirty (30) days following the date of
                  termination, destroy or cause to be destroyed in compliance
                  with any and all applicable regulations, any finished Product
                  which is not in compliance with this Agreement, and

            3)    Company shall within thirty (30) days following the date of
                  termination, remove all unused raw materials supplied by or
                  paid for by it hereunder, which are at Packer's facilities.

      C.    In addition to any other rights of Packer under this Agreement, if
            within thirty (30) days following the date of termination, Company
            shall not have paid in full for the finished Products or raw
            materials, then Packer shall be entitled to sell the same to satisfy
            any outstanding obligation or liability owed by Company to Packer at
            the date of termination, but at all times must meet the requirements
            and restrictions as set forth in Agreements between Company and it's
            customers.

IX. Warranties; Indemnities

      A.    Packer warrants that all of the Products supplied to Company
            pursuant to this Agreement shall be free from defects and shall
            conform in all respects to the Specifications as may be modified by
            the written Agreements of the parties from time to time.

      B.    If any of the Products do not conform in all respects to the
            Specifications, Company shall have the right to reject such Products
            provided that it gives Packer notice in writing within ten (10) days
            of receipt of such shipment at final destination point as identified
            by Company at time of shipment as THE FINAL DESTINATION POINT.
            Company shall return any rejected Products

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            to the Packer at Packer's expense unless otherwise instructed by
            Packer. Company shall not be obligated to pay the Processing Fee on
            any rejected Products, and to the extent such Processing Fee has
            been paid by Company prior to rejection, Packer shall reimburse
            Company for such Processing Fee as soon as practicable after
            rejection of any such Products, Company shall not be required to pay
            Packer for any raw materials consumed in the processing of any
            rejected Products, and to the extent any rejected Products was
            produced from raw materials paid for by Company, Packer shall
            reimburse Company for the cost of any such raw materials as soon as
            practicable after rejection of such Products.

      C.    Packer agrees to indemnify and hold harmless Company and it's
            directors, officers, employees, agents and representatives from and
            against any loss, cost, liability or expense (including any
            reasonable attorney's fees) arising from or related to any claim by
            any such third party alleging injury to such third party resulting
            from defects in the Product(s ) supplied hereunder resulting from
            defects in the manufacturing of the Product(s) supplied hereunder.

      D.    Company agrees to indemnify and hold harmless Packer and its
            directors, officers, employees, agents and representatives, from and
            against any loss, cost, liability or expense, (including reasonable
            attorney's fees) arising from or related to any claim by any third
            party alleging injury to such third party resulting from defects in
            the Products supplied hereunder resulting in defects in the Products
            from shipping, marketing and storage by Company.

X. Integration

      This Agreement supersedes all prior agreements and negotiations between
      the parties respecting the subject matter hereof and shall not be varied,
      amended or supplemented except by writing of subsequent or even date
      executed by the authorized representatives of the parties.

XI. Successors and Assigns

      A.    This Agreement and the rights and obligations arising herefrom are
            binding upon the successors or permitted assigns of the parties
            hereto.

      B.    Packer may not assign this Agreement in whole or in part by
            operation of law or otherwise without the prior written consent of
            Company. Any attempted assignment in derogation or this provision
            shall be null and void.

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XII. Authorized Representatives

      The individuals signing this Agreement represent and warrant that they are
      authorized to execute this Agreement by and on behalf of their respective
      corporations and to bind such corporations to the terms and conditions
      hereof.

XIII. Inspection Rights

      Upon forty-eight (48) hours advance written notice to Packer, Company
      and/or its authorized representatives may enter the premises of Packer (i)
      to determine whether Packer is complying with the provisions of this
      Agreement, (ii) to observe and inspect the raw materials inventoried,
      (iii) to observe Packer's testing and quality control procedures, and (iv)
      to inspect the books and records of Packer relating to this Agreement and
      the transactions contemplated hereby. Company and its authorized
      representatives shall be permitted to make and retain copies from Packer's
      books and records.




XIV. Notices

      Any notice or report provided for in this Agreement shall be deemed
      sufficiently given when sent by certified or registered mail, postage
      prepaid, personally delivered or by overnight mail as follows:

If it is for Packer, to:

                                          Lyons Magnus
                                          Attn: Robert Smithcamp
                                          1636 S. Second Street
                                          Fresno, CA  93702

If it is for Company, to:
                               By Mail:
                                          Aqua Vie Beverage Corporation
                                          Attn: Tom Gillespie
                                          P.O. Box 6759
                                          Ketchum, ID  83340

                               Or if by express mail delivery:
                                          Aqua Vie Beverage Corporation
                                          Attn: Tom Gillespie
                                          333 S. Main Street Ste. 201
                                          Ketchum, ID  83340


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                     The parties may, from time to time, specify in writing
           other addresses for this purpose. Any notice, consent or other
           communication required or permitted to be given hereunder shall be
           deemed to have been given on the date of mailing, or personal
           delivery thereof and shall be conclusively presumed to have been
           received by the second business day following the date of mailing or,
           in the case of personal delivery, the actual day of personal delivery
           thereof, except that a change of address shall not be effective until
           actually received.

XV. Governing Law

           This Agreement is made under and shall be governed by and construed
           in accordance with the laws of the State of California; without
           reference to conflict of law principals.

XVI. Miscellaneous

            A.    The headings and captions contained in this Agreement are of
                  reference purposes only and shall not affect the meaning or
                  interpretation of the Agreement.

            B.    This Agreement may be executed in counterparts, each of which
                  shall be deemed to be an original, but all of which together
                  shall constitute but one and the same instrument.

            C.    If any article, section, subsection or provision of this
                  Agreement, or the application of such article, section,
                  subsection or provision, is held illegal, invalid or
                  unenforceable under present or future laws effective during
                  the term of this Agreement, it is the intention of the parties
                  hereto that the remainder of this Agreement shall not be
                  affected thereby, and it is also the intention of the parties
                  that in lieu of any such illegal, invalid or unenforceable
                  clause or provision, there be added to this Agreement by the
                  court or other party making such determination of a clause or
                  provision as similar in terms and substance to such clause or
                  provision as may be real, valid and enforceable.

            D.    The exhibits are part of this Agreement as if set forth fully
                  herein.

            E.    Subject to the terms and conditions of this Agreement, each of
                  the parties will use all reasonable efforts to take, or cause
                  to be taken, all action, and to do, or cause to be done, all
                  things necessary, proper or advisable, under the applicable
                  laws and regulations or otherwise, to fulfill its obligations
                  under this Agreement and to consummate the transactions
                  contemplated by this Agreement.

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XVII. Time

           Time is of the essence to this Agreement.

           IN WITNESS WHEREOF, Company and Packer have executed this Agreement
by their duly authorized representative this ____________ day of
________________, 1999.

<TABLE>
<CAPTION>

             <S>                                     <C>
             Packer:                                 Company:

             Lyons Magnus                            Aqua Vie Beverage Company

             By:                                     By:
                    ------------------------               -----------------------

             Title:                                  Title:
                    ------------------------               -----------------------

             Date                                    Date: -----------------------
                    ------------------------
</TABLE>


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