ACOSTA,
INC.

      BROKER-CLIENT
CONTRACT

       

      THIS
Agreement is made this first day of May, 2008 by and between RHG LLC d/b/a First
Blush, herein called the CLIENT, and Acosta, Inc. d/b/a Acosta Sales &
Marketing Company, a corporation organized under the laws of the State of
Delaware, herein called the BROKER.

      


      WHEREAS,
CLIENT is a manufacturer and seller, of among other things, certain merchandise
or products, as listed in Attachment No. 1 to this Agreement, and desires
to secure the services of a BROKER in the territory hereinafter described, to
negotiate the sales of said merchandise or products in CLIENT'S name and for its
account; and

       

      WHEREAS,
BROKER is desirous of securing the exclusive right to negotiate sales of said
CLIENT'S products or merchandise in the territory.

      


      NOW
THEREFORE, in consideration of the premises and covenants and undertakings
herein contained.

       

       

      IT
IS MUTUALLY AGREED AS FOLLOWS:

      


      
        	
                 
      

              	
                1)

              	
                TERRITORY.
      CLIENT hereby appoints BROKER, and BROKER hereby agrees to act for CLIENT,
      as its (or his, as the case may be), sole and exclusive Representative for
      negotiations of sales of the merchandise or products hereinabove
      enumerated, subject to the terms, provisions and conditions hereof, within
      the territory as described in Attachment No. 2 to this
      Agreement.

              


      

      


      
        	
                 
      

              	
                2)

              	
                SALES
      NEGOTIATIONS. All sales negotiations by BROKER for the account of
      CLIENT shall be conducted in accordance with such prices, terms and
      conditions as specified by CLIENT.

              


      

      


      
        	
                 
      

              	
                3)

              	
                INDEPENDENT
      CONTRACTOR. It is further understood that BROKER shall act as an
      Independent Contractor of CLIENT, that neither BROKER nor its employees
      shall be considered employees of CLIENT, and neither party shall in any
      event be held liable or accountable for any obligations incurred by either
      party other than as specified herein, it being specifically understood
      that the respective businesses of each of the parties shall be operated
      separate and apart from each other.

              


      

      


      
        	
                 
      

              	
                4)

              	
                CONFLICTS. In
      the event of product conflicts, both parties shall make every reasonable
      effort to reach an agreement on a method for BROKER to represent the
      products involved.

              


      

      


      
        	
                 
      

              	
                5)

              	
                APPLICABLE LAW.
      The laws of the State of Florida shall govern the application and
      interpretation of this Agreement.

              


      

      


      
        	
                 
      

              	
                6)

              	
                ENTIRE
      AGREEMENT. It is understood that this Agreement cancels and
      supersedes any and all prior agreements, oral or written, made between the
      parties hereto, and can only be modified by an agreement in writing,
      signed by all applicable parties.

              


      

       

      
        
          
          

        

        
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      ACOSTA,
INC.

      BROKER-CLIENT
CONTRACT

       

      
        	
                 
      

              	
                7)

              	
                ARBITRATION.
      Any controversy or claim arising out of or relating to this Agreement
      shall he settled by arbitration in accordance with the rules of the
      American Arbitration Association and judgment may be entered in any court
      having jurisdiction thereof.

              


      

      


      
        	
                 
      

              	
                8)

              	
                SOLICITATION OF
      EMPLOYEES. CLIENT and BROKER agree that during the term of this
      Agreement and for a period of six-months thereafter, that neither party
      will solicit for hire, hire or otherwise encourage an employee of the
      other party to leave their current employment in any manner or for any
      reason whatsoever.

              


      

       

       

      THE
CLIENT AGREES AS FOLLOWS:

      


      
        	
                 
      

              	
                9)

              	
                EXCLUSIVE
      REPRESENTATION. BROKER shall be the sole and exclusive Sales
      Representative of CLIENT for negotiating sales of the merchandise and
      products herein specified in the described territory, and CLIENT will
      either (a) make no sales of said merchandise and products in such
      territory other than those negotiated by BROKER, or (b) in case of sales
      made by CLIENT in such territory other than those negotiated by BROKER, or
      on sales made otherwise for shipment of CLIENT'S merchandise or products
      into the said territory for resale CLIENT will pay BROKER a commission or
      brokerage on the merchandise and products so sold at the rate specified in
      the following paragraph. Further, CLIENT agrees not to enter into any
      contract with any other Sales Representative in the territory specified
      herein during the life of this
Agreement.

              


      

      


      
        	
                 
      

              	
                10)

              	
                COMMISSIONS / RETAIL
      SERVICE FEES. To pay BROKER 5% net on each and every sale, as
      provided herein the said percentage rate of commission, or brokerage, to
      be computed on the price of the merchandise or products sold after
      discounts and allowances are figured, said brokerage payment to be made
      promptly within 30 days after the end of each
  month.

              


      

       

      
        	
                 
      

              	
                11)

              	
                ELIGIBLE
      BUYERS. To permit BROKER, consistent with the terms of this
      Agreement, to negotiate sales to any and all prospective Buyers of
      CLIENT'S said products throughout the entire territory defined in
      Attachment 2, including all customer locations extending beyond the
      defined territory where the buying office is located within the defined
      territory or where the customer purchases CLIENT's products through a
      wholesaler located within the defined
territory.

              


      

       

      
        	
                 
      

              	
                12)

              	
                SHIPMENTS. To
      ship the merchandise or products sold as BROKER may specify. CLIENT shall
      be given reasonable notice with respect to the required shipments. CLIENT
      accepts full responsibility for granting credit to
  Buyers.

              


      

      


      
        	
                 
      

              	
                13)

              	
                SALES AND PROMOTIONAL
      POLICIES. To keep BROKER fully informed on all sales and
      promotional policies and programs affecting the specified
      territory.

              


      

      


      
        	
                 
      

              	
                14)

              	
                INDEMNIFICATION.
      If any claim or action be made or filed against BROKER, claiming loss or
      injury of any nature whatsoever, as a result of defect in any merchandise,
      purchase or use of any product manufactured, produced, or distributed
      by

              


      

       

      
        
          
          

        

        
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      ACOSTA,
INC.

      BROKER-CLIENT
CONTRACT

       

      CLIENT or
for actions by any employee of CLIENT, to defend, hold harmless and indemnify
BROKER from any and all loss or damage, costs and expenses, including legal
fees, incurred by it.

       

       

      THE
BROKER AGREES AS FOLLOWS:

       

      
        	
                 
      

              	
                15)

              	
                CLIENT'S
      INSTRUCTIONS. To carryout CLIENT'S instructions with respect to the
      sales of the merchandise and products specified
  herein.

              


      

      


      
        	
                 
      

              	
                16)

              	
                COMPETITIVE
      PRODUCTS. To keep CLIENT informed with respect to the
      representation of a competitive product by
  BROKER.

              


      

      


      
        	
                 
      

              	
                17)

              	
                REPORTING PURCHASE
      ORDERS AND NEGOTIATIONS. To promptly report all negotiations and
      purchase orders of specified merchandise and products for confirmation or
      approval by CLIENT, and in negotiating sales to prospective Buyers within
      the specified territory, to report negotiations to
  CLIENT.

              


      

      


      
        	
                 
      

              	
                18)

              	
                ASSIST IN
      COLLECTIONS. To assist CLIENT in effecting prompt and full payment
      by Buyers for all deliveries of merchandise and products sold. The final
      determination as to credit and credit terms shall be made only by
      CLIENT.

              


      

       

      
        	
                 
      

              	
                19)

              	
                CONTACT PROSPECTIVE
      BUYERS. To contact prospective Buyers in the assigned territory in
      furtherance of sales of specified merchandise and products of
      CLIENT.

              


      

      


      
        	
                 
      

              	
                20)

              	
                INDEMNIFICATION.
      If any claim or action be made or filed against CLIENT, claiming loss or
      injury of any nature whatsoever, as a result of actions by any employee of
      BROKER, to defend, hold harmless and indemnify CLIENT from any and all
      loss or damage, costs and expenses, including legal fees, incurred by
      it.

              


      

       

       

      DURATION
OF AGREEMENT

      


      
        	
                 
      

              	
                21)

              	
                TERM/TERMINATION.
      This Agreement shall continue in full force and effect from year to year,
      provided that either party may terminate this Agreement for any reason by
      giving 30 days written notice of such intention to the other party. Either
      party may terminate this Agreement without notice in the case of default
      by the other party to any of the terms of this
  Agreement.

              


      

       

      
        	
                 
      

              	
                a)

              	
                In
      the event BROKER elects to terminate this Agreement, it is understood that
      BROKER will be paid commission earned, without deductions or offset, for
      all shipments of CLIENT'S products through the date of
      termination.

              


      

      


      
        	
                 
      

              	
                b)

              	
                In
      the event CLIENT elects to terminate this Agreement, it is understood that
      BROKER will be paid commission earned, without deductions or offset, for
      all shipments of CLIENT'S products through the date of termination and for
      a period of 30 days thereafter if Agreement is terminated without
      cause.

              


      

       

      
        
          
          

        

        
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      ACOSTA,
INC.

      BROKER-CLIENT
CONTRACT

      


       

      IN
WITNESS WHEREOF, the parties hereto have signed this Agreement, thereunto duly
authorized on the day and year above written.

       

       

      

      


      


      
        
          
            	
                    BROKER:

                  	
                    Acosta
      Sales & Marketing Co.

                  
	 
      	
                    6600
      Corporate Center Parkway

                  
	 
      	
                    Jacksonville,
      FL 32216

                  
	 
      	 
      


          

        

      

      


      
        
          	
                  By

                	 
      
	 
      	
                  James
      C. Feeser

                
	 
      	
                  V.P.
      - Operational Control

                
	 
      	
                  (Title)

                


        

      

      


      
        
          
          

        

        
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      ACOSTA,
INC.

      BROKER-CLIENT
CONTRACT

      


       

      ATTACHMENT
# 1 - PRODUCT DESCRIPTIONS

      


       

      First
Blush Juices and Teas as well other additions from time to time

      Cabernet
Juice

      Merlot
Juice

      Syrah
Juice

      Chardonnay
Juice

      Cabernet
White Tea

      Chardonnay
While Tea

       

      
        
          
          

        

        
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  ACOSTA,
INC.

      BROKER-CLIENT
CONTRACT

      


      ATTACHMENT
#2 – TERRITORY

      


      


      Safeway-
All Divisions

      


      
        
          
          

        

        
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