Manufacturing Agreement



 Exhibit 10.46 
  

			
	Manufacturing Agreement	 	Confidential Treatment
	GFA Brands, Inc. and Ventura Foods, LLC	 	Page 1 of 47
		 	March 2, 2007

 Certain portions hereof denoted with “[***]” have been omitted pursuant to a request
for confidential treatment. An unredacted copy hereof has been filed separately with the United States Securities and Exchange Commission pursuant to a request for confidential treatment. 
 MANUFACTURING AGREEMENT 
 FOR

 MARGARINE AND SPREADS 
 Effective Date: March 2, 2007 
 This Manufacturing Agreement (the “Agreement”) is made and entered into as of the
Effective Date shown above by and between 
  

			
	 GFA BRANDS, INC.
	  	(“Customer”)
		
	 P.O. Box 397
	  	
	 211 Knickerbocker Road
	  	
	 Cresskill, NJ 07626
	  	
	 and
	  	
	 VENTURA FOODS, LLC
	  	(“Ventura”)
		
	 40 Pointe Drive
	  	
	 Brea, CA 92821-3698
	  	

 RECITALS 
 A. Ventura previously has manufactured various products for Customer in aggregate quantities exceeding *** net pounds per year. 
 B. Customer desires to have Ventura continue to manufacture various products under trademarks and tradenames owned or used by Customer subject to the terms and conditions set forth in this Agreement. 
 C. Ventura is willing to reserve manufacturing capacity for Customer, and manufacture the agreed products for sale to Customer, subject to the terms and
conditions set forth in this Agreement. 
 D. The parties have accepted and agreed to the terms and respective obligations contained in this
Agreement, each intending to be legally bound. 
 TERMS OF AGREEMENT 
 1. General: co-packing arrangement 
 Ventura shall manufacture and sell to Customer and
Customer shall purchase from Ventura products for sale in the United States, subject to the terms and conditions of this Agreement. 









			
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 2. Products 
 2.1 The products that Ventura will manufacture for Customer (“Products”) include (a) the Products listed in Schedule 2 offered for sale in
the United States, and (b) Customer’s similar, additional and follow-on products and product extensions, subject to the mutual agreement of the parties. 
 2.2 Customer is responsible for providing to Ventura a complete ingredient list for each Product that Ventura will manufacture for Customer. Customer may, at its option, provide additional formulas, specifications and
process parameters (“codebooks”) regarding the manufacture of its Products subject to mutual agreement and acceptance by Ventura. 
 2.3 Before Ventura commences volume production of any Product for Customer, Customer shall test the finished Product and approve the Product for production. All production trials and testing of new Products shall be billed to Customer at a
mutually agreed rate. 
 3. Capitalized Terms 
 Capitalized terms used in this Agreement shall have the definitions set forth in Schedule 3, unless a different meaning is clearly required by the context. 
 4. Forecasts, cost projections and orders 
 4.1 Customer forecasts. Customer shall provide Ventura each month with a rolling six-month forecast of its requirements for Products for the following six calendar months. The forecast for each month
will include at a minimum specific Product volume by SKU and plant. 
 4.2 Ventura Price Reports. Ventura shall provide
Customer periodically with updated Price Reports for each Product on Customer’s most recent forecast, including: 
  

	 	(a)	Ingredient Cost; 

  

	 	(b)	Packaging Cost; 

  

	 	(c)	loss factor; and 

  

	 	(d)	the agreed Toll. 

 4.3 Orders. Customer will
use its best efforts to place orders as far as possible in advance of the requested shipment date, and no less than five business days before the requested delivery date, and Ventura will use its best efforts to fill Customer’s orders subject
to plant capacity, the accuracy of Customer’s forecasts, the availability of Product ingredients and Ventura’s other manufacturing commitments. 









			
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 Certain portions hereof denoted with “[***]” have been omitted pursuant to a request
for confidential treatment. An unredacted copy hereof has been filed separately with the United States Securities and Exchange Commission pursuant to a request for confidential treatment. 
 4.4 Mutual cooperation. The parties recognize that lead times on ingredients and manufacturing schedules may limit the ability of Ventura
to fill orders on five days notice, and will mutually cooperate to provide accurate forecast data and improved lead times to the maximum extent practicable. 
 5. Price 
 5.1 In general, the Price for each Product is ***. 
 5.2 The initial Prices for Products are set forth in the Product Cost Sheets appended to this Agreement as Schedule 5, subject to revision and amendment
from time to time as provided in paragraph 6 and elsewhere in the Agreement. 
 5.3 In the event that Ventura invoices Customer separately
for unused, obsolete or excess Ingredient Costs or Packaging Costs incurred by Ventura, the amount invoiced shall be the actual cost of the ingredients or packaging, provided that such components have been purchased in conformity with forecasts made
by Customer pursuant to subparagraph 4.1. 
 6. Toll adjustments 
 6.1 Annual toll adjustments. 
 The initial toll rates in effect at the Effective Date, together with annual increases for years 2, 3, 4 and 5 of the Agreement, are set forth on Schedule 6.1. 
 6.2 Toll adjustment after inflation exceeds ***% 
 6.2(a) Toll increases specified on Schedule
6.1 shall be subject to adjustment in years 3, 4 and 5 if price inflation from July 1, 2006 exceeds ***% (as measured by the Producer Price Index for the Finished Consumer Foods Grouping (Unadjusted), 1982 = 100 (“PPI-FCF”) published
by the U. S. Bureau of Labor Statistics). 
 6.2(b) The Adjustment Factor in each of Contract Years 3, 4 and 5 shall be the value obtained by
dividing the first-published PPI-FCF value for May of Contract Years 2, 3 and 4 by *** (the May 2006 PPI-FCF). 
 6.2(c) If the
first-published PPI-FCF value for May of 2008, 2009 or 2010 equals or exceeds *** (***% of ***, the May 2006 PPI-FCF), then the Toll applicable to each Product for each following Contract Year 1 (including the appropriate cumulative
annual adjustment shown in Schedule 61) shall be multiplied by the Adjustment Factor. 









			
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 Certain portions hereof denoted with “[***]” have been omitted pursuant to a request
for confidential treatment. An unredacted copy hereof has been filed separately with the United States Securities and Exchange Commission pursuant to a request for confidential treatment. 
  

					
	 Example A:
	  	May 2008 PPI-FCF = ***	  	 Adjustment Factor = ***
 No adjustment for year 3,
because the index has not exceeded ***% trigger point

			
	 Example B:
	  	May 2009 PPI-FCF = ***	  	 Adjustment Factor = ***
 Schedule 6.1 tolls for year 4
increase to ***% of initial toll rates

			
	 Example C:
	  	May 2010 PPI-FCF = ***	  	 Adjustment Factor = ***
 Schedule 6.1 tolls for year 5
decrease from ***% in year 4 (Example B) to ***% of initial toll rates


 6.2(d) After Schedule 6.1 tolls have been adjusted due to an increase of the PPI-FCF pursuant to
subparagraph 6.2(c), if the PPI-FCF value for the succeeding year changes then the Schedule 6.1 tolls shall be recalculated and adjusted either up or down based on the new Adjustment Factor, but under no circumstances shall the tolls be adjusted
lower than the original Schedule 6.1 values appended to this Agreement. 
 6.2(e) If the first-published PPI-FCF for May of a contract year
is (i) not available prior to July 1 of the immediately following contract year and (ii) requires a toll adjustment when available, the Prices for sales made between July 1 and the availability of the applicable PPI-FCF shall be
adjusted retroactively to reflect the appropriate adjusted Toll. 
 6.3 The price for any new products manufactured for Customer by Ventura
shall be consistent with the pricing policies set forth in the preceding subparagraphs of this Agreement, with the Toll negotiated in good faith by the parties. 
 6.4 Toll discount if Annual Volume exceeds *** pounds. 
 6.4(a) General; discount on
Incremental Volume. If Customer’s Annual Volume exceeds *** pounds of Products then, subject to the limitation in subparagraph 6.4(c), Customer shall be eligible to receive a discount on Tolls applicable to the Incremental Volume for
that Contract Year, in the amounts shown in the following table and subject to the conditions described below. 









			
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 Certain portions hereof denoted with “[***]” have been omitted pursuant to a request
for confidential treatment. An unredacted copy hereof has been filed separately with the United States Securities and Exchange Commission pursuant to a request for confidential treatment. 
  

			
	 Table 6.4(a)
	  	Toll Discounts on Incremental Volume

  

			
	 Annual Volume
	  	 Toll Discount Percentage on Incremental Volume

	 Annual Volume less than *** pounds
	  	Not applicable
		
	 Annual Volume *** to *** pounds
	  	***% on Incremental Volume from *** to *** pounds
		
	 Annual Volume more than *** pounds
	  	 ***% on Incremental Volume from *** to *** pounds;
 then **% on Incremental Volume above *** pounds


 6.4(b) Calculation of Toll discount. The applicable Toll discount shall be
calculated by Ventura and applied to Customer’s invoices immediately after the Annual Volume of *** or ***, as the case may be, has been reached. 
 6.4(c) Limitation on Toll discount. In no event shall a Toll discount reduce the Toll payable by Customer on any Product below the Toll rates payable under subparagraph 6.1 of this Agreement, as adjusted
for the relevant Contract Year pursuant to subparagraph 6.2. 
 7. Packaging 
 Products shall be packed in containers bearing trademarks and/or trade names specified and owned or lawfully used by Customer. If packaging and/or label
changes are required by a change in law or at the request of Customer, all costs of such changes shall be borne by Customer. 
 8.
Payment and delivery terms 
 8.1 Terms of payment shall be net thirty (30) days from date of invoice. 
 8.2 Unless other arrangements for distribution or warehousing have been made for a Product under paragraph 9, all Products purchased by Customer
hereunder shall be delivered to Customer F.O.B. Ventura’s plant. 
 8.3 Products shall be invoiced on or shortly after the date of
shipment. 
 8.4 If Ventura incurs unique Ingredient Costs or unique Packaging Costs based on Customer’s forecasts pursuant to
subparagraph 4.1 for inventory that it reasonably determines is 










			
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unused, obsolete or excess (for example, those costs have not been included in an invoiced Product Price for 90 days; or Customer’s forecasts do not
project that the ingredient or packaging will be used within three months; or Ventura does not project using the ingredient or packaging for another customer within three months), then Ventura shall invoice and Customer shall pay the Ingredient
Costs or Packaging Costs as provided in paragraph 5.3. If Ventura agrees that the material to be invoiced to Customer under this paragraph may be usable within the specified time frame at another Ventura location, then as an alternative to
purchasing the Ingredient or Packaging, Customer may agree with Ventura to ship the material to such other Ventura location at Customer’s sole expense. 
 8.5 Customer may reject and refuse to pay for Product that the parties reasonably agree does not conform to specifications or otherwise is not in compliance with the terms and conditions of this Agreement. 

9. Distribution and warehousing services 
 9.1 Ventura shall not charge Customer for warehousing required to rationalize production commitments with Customer’s forecasts. 
 9.2 If Customer requests Ventura to provide warehousing services beyond the basic scope of this Agreement, and Ventura agrees to provide such services, such services shall be separately stated on each invoice for each
affected Product. 
 9.3 If Customer requests Ventura to provide distribution services beyond the basic scope of this Agreement (that is,
delivery terms other than F.O.B. Ventura plant), and Ventura agrees to provide such services, such services shall be separately stated on each invoice. 
 10. Shipping and risk of loss 
 10.1 Products shall be delivered F.O.B. Ventura’s plant.

 10.2 In the normal course Customer shall designate a carrier for shipments of Products. Ventura shall coordinate loading appointments at
Ventura’s plant for the shipping of Products. Customer shall be responsible for payment of freight invoices directly to the carrier. 
 10.3 If Customer does not designate a carrier, or a designated carrier declines to provide the requested service, Ventura may designate a licensed common carrier for delivery. If Ventura pays the carrier, Customer is responsible for
reimbursement of all freight charges. Ventura shall seek prior approval of freight charges that are not part of the then-applicable standard freight table and supply customary documentation of Ventura-paid freight charges if requested by Customer.
The freight table in effect as of [date] is attached as Schedule 10.3. 









			
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 Certain portions hereof denoted with “[***]” have been omitted pursuant to a request
for confidential treatment. An unredacted copy hereof has been filed separately with the United States Securities and Exchange Commission pursuant to a request for confidential treatment. 
 10.4 If Ventura prepays freight charges for shipments of Products, the minimum freight charge shall be for *** (***) pounds. 
 10.5 Customer shall bear the risk of damage to or loss of Products after delivery to a carrier. 
 10.6 If Customer pays the freight charges directly, Customer shall be responsible for filing any claim for damaged or missing Products with the carriers.

 10.7 If Ventura prepays freight charges, Ventura shall be responsible for filing any claim for damaged or missing Products with the
carriers. 
 11. Warranties of Ventura 
 11.1 Ventura warrants that Products will be processed and packaged according to and shall meet the specifications provided by Customer and accepted by Ventura. Ventura shall not cause any adulteration of the Products
due to their packaging and handling of the Products and the furnished materials. 
 11.2 Ventura warrants that Products delivered by Ventura
hereunder are guaranteed, as of the date of such delivery, to be on such date not short in weight or, due to a failure to meet the mutually agreed specifications, adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic
Act, as amended, or any other Federal, state or local law. 
 11.3 Ventura will under no circumstances use the brand names under which the
Products are sold or the labels utilized on the Products (or any other trademarks or brand names of Customer or others which Customer uses with respect to the Products) on any product or products other than the Products supplied hereunder to
Customer, except by written agreement with Customer. Ventura acknowledges that it does not have and shall not acquire any interest by reason of its use of same in supplying Products to Customer hereunder. 
 12. Ventura Indemnification 
 12.1 Ventura will defend, indemnify and hold Customer and its Customers harmless (i) against any and all complaints or legal actions by any agency of Federal, state or local government, including, without limitation, the Federal Food
and Drug Administration and comparable state or local agencies, and including, without limitation, such actions as those seeking seizure of product or injunctive relief, and (ii) against any and all complaints, claims or legal actions alleging
damages, death, illness or injuries arising out of the purchase, sale or use of the Products, to which Customer may become subject by reason of any breach of the warranties and guarantee in paragraph 11 of this Agreement, unless and to the extent
such breaches are caused in whole or in part by the negligent or willful act or omission of Customer or a third party, or by Customer’s breach of its obligations hereunder. 









			
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 12.2 In the event any claim is asserted or any suit is filed against Customer for which Ventura may
be required to indemnify Customer under this paragraph, Customer shall promptly notify Ventura of such claim or suit. Ventura, upon receipt of such notice, shall undertake the defense of such suit or the settlement of any such claim at its own
expense and in such event shall have charge and direction of any proceedings relating thereto provided that Customer, at its option and expense, may employ counsel of its choice and participate in the defense.: 
 12.3 In no event shall Customer be free to settle any such claim or suit without the consent of Ventura if by such settlement Ventura may be rendered
liable to indemnify Customer under the terms of this Agreement. Failure on the part of Customer to notify Ventura within a reasonable time of any claim or suit shall negate Ventura’s obligations under this paragraph. 
 13. Warranties of Customer 
 13.1 Customer has all necessary rights to manufacture, distribute and sell the Products (including without limitation all associated trademarks and packaging) throughout the United States, and any other jurisdiction to which it will sell or
offer to sell the Products. 
 13.2 Customer warrants that all Products and their constituent ingredients are wholesome, suitable for human
consumption as food and formulated in compliance with all applicable law and regulations. 
 13.3 Customer warrants that all labels approved
by Customer to be used upon the Products shall not violate any law or regulations in effect in any jurisdiction in which the Products are manufactured, shipped or sold; and 
 13.4 Customer warrants that all labels, specifications and procedures supplied by Customer hereunder shall not infringe any valid United States patent,
trademark or copyright of any person not a party to this Agreement. 
 14. Customer Indemnification 
 14.1 Customer will defend, indemnify and hold harmless Ventura from and against all losses, claims, damages, expenses or actions to which Ventura may
become subject by reason of any breach by Customer of the representations and warranties described in paragraph 13 of this Agreement, unless and to the extent such breaches are caused in whole or in part by the negligent or willful act or omission
of Ventura or by Ventura’s breach of its obligations hereunder. 









			
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 14.2 In the event any claim is asserted or any suit is filed against Ventura for which Customer may
be required to indemnify Ventura under this paragraph, Ventura shall promptly notify Customer of such claim or suit. Customer, upon receipt of such notice, shall undertake the defense of such suit or the settlement of any such claim at its own
expense and in such event shall have charge and direction of any proceedings relating thereto provided that Ventura, at its option and expense, may employ counsel of its own choice and participate in the defense. 
 14.3 In no event shall Ventura be free to settle any such claim or suit without the consent of Customer if by such settlement Customer may be rendered
liable to indemnify Ventura under the terms of this Agreement. Failure on the part of Ventura to notify Customer within a reasonable time of any claim or suite shall negate Customer obligation under this paragraph. 
 15. Ventura Responsibilities 
 15.1 Ventura shall be responsible for ensuring that all records of Ventura regarding the manufacturing, processing, packaging, handling and shipment of the Products are being properly documented and retained in accordance with current
manufacturing practices promulgated by the United States Food and Drug Administration (“FDA”) and other comparable promulgations of Federal, state and local agencies (collectively, “Good Manufacturing Practices”). 
 15.2 Ventura shall remain responsible for, and exercise full control, direction and supervision over, all testing of the Products, including but not
limited to stability tests, as such records, inspections or tests may be required by the FDA, other Federal, state and local agencies and/or current Good Manufacturing Practices. 
 15.3 The Products subject to this Agreement shall be produced and packed at the plant(s) mutually agreed by Ventura and Customer. 
 15.4 Representatives of Customer shall be permitted to enter Ventura’s plant at all reasonable times, including, without limitation, during
preparation, processing, packaging and/or clean-up hours to inspect the manner in which the Products are being packaged, stored and loaded. Customer representatives shall have the right to inspect all pertinent records which may apply to or have a
bearing on the quality and quantity of finished goods sold to Customer hereunder, including but not limited to all reports, charts, data, samples and other documents routinely made as part of Ventura’s production procedures for Customer
Products and reports of applicable governmental inspectors. 
 15.5 Upon receipt of written notice from Customer, Ventura shall promptly
correct any matters that are found to be in noncompliance with applicable governmental regulations and/or Good Manufacturing Practices. Ventura shall make and maintain such other production records as may be reasonably requested from time to time by
Customer, and Customer representative shall also have the right to inspect such records and reports. 









			
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 15.6 Ventura shall exercise due care in the processing, packaging, storage, and loading of all
Products and supplies covered by this Agreement and shall, in particular, follow applicable Good Manufacturing Practices. 
 15.7 Ventura
shall furnish Customer with a copy of its recall policy and procedures, which demonstrate its ability to track all raw materials and their production codes through processing and into primary distribution. 
 15.8 Ventura shall notify Customer immediately by phone (with written confirmation to follow within 24 hours) of (i) any recall (or other) action by
any regulatory agency against a Product covered under this Agreement, (ii) any violations reported or recorded during any inspection and/or any analytical results obtained from regulatory agencies which impact such Products, ingredients or
supplies, (iii) any significant process deviation that compromises the safety and/or quality of Customer Products and (iv) any complaints received from consumers or other parties regarding reports of illness or complains relating to
health, injury, accident, death or any other potential hazard related to Customer Products. All such notifications must be forward to Customer’s “Quality Control” contact identified on Schedule 26.2. 
 15.9 Either Customer or Ventura may determine that a product recall is necessary. If Customer determines that it is in the best interest of the Customer,
its brand names, trade names and other consumer values that a recall is necessary, Ventura shall arrange the recall in close coordination with the Customer. Ventura shall be responsible for direct costs of the recall to the extent that the recall is
required due to Ventura’s breach of the warranties set forth in paragraph 11. The Customer shall be responsible for all other recall costs. 
 16. Term 
 The term of this Agreement is five years, commencing as of July 1, 2006, and continuing unless earlier
terminated through June 30, 2011. The term then shall be extended for additional twelve-month terms unless either party has given at least (a) twelve months prior notice of termination, for the initial five-year term, or
(b) one-hundred-eighty (180) days prior written notice of termination for any additional twelve-month term. 









			
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 17. Termination 
 17.1 Upon expiration or termination of this Agreement, Customer shall purchase (1) all remaining Products produced by Ventura for Customer, at the
then-current Schedule 2 prices; and (2) any unused unique ingredients and packaging materials purchased by Ventura in conformance with Customer’s forecasts under subparagraph 4.1, at then-current Schedule 2 (or subsequent Cost Sheet)
costs. Ventura shall return to Customer (at Customer request), freight collect, all such Products, Raw Materials, ingredients and Packaging Materials. 
 17.2 Termination of this Agreement shall be without prejudice to any rights which may have accrued to Customer or Ventura prior to the date of termination. 
 17.3 With the exception of Customer’s payment obligation, neither party shall be responsible to the other for failure to perform or delays in
performing obligations under this Agreement due to a Force Majeure Event; provided, however, that in the event Ventura is unable to perform its obligations under this Agreement due to a Force Majeure Event for a period of thirty (30) days,
Customer may give notice to Ventura and use an alternate supplier for the duration of the Force Majeure Event. At the end of the Force Majeure Event, Ventura shall give Customer notice of its ability to resume performance under this Agreement, and
the parties shall work in good faith to transition production back to Ventura in a reasonable time frame. 
 17.4 Either party may, at its
sole option, terminate this Agreement immediately: 
  

	 	(i)	in the event the other party shall breach or violate any material terms or conditions required to be performed by such party and fails to remedy such breach or violation within
thirty (30) days after receipt of written notice from the terminating party of its intention to terminate; or 

  

	 	(ii)	in the event the other party shall make an assignment for the benefit of creditors, commence a voluntary case or unsuccessfully defend an involuntary petition under any bankruptcy
law or similar law of relief of debtors, consent to the appointment of a receiver, custodian or trustee for itself or the major part of its property, or otherwise fail to pay its debts as they become due. 












			
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 Certain portions hereof denoted with “[***]” have been omitted pursuant to a request
for confidential treatment. An unredacted copy hereof has been filed separately with the United States Securities and Exchange Commission pursuant to a request for confidential treatment. 
 17.5 Ventura may terminate this Agreement on 180 days notice if either (a) the aggregate quantity of Products ordered by Customer for delivery
within any six-month period or (b) Customer’s 12-month forecast does not exceed *** pounds of Products. 
 17.6 Ventura may
terminate this Agreement on 30 days notice if it is required to defend in a legal proceeding against any claim regarding patents or intellectual property related to the Products or in which Customer has a beneficial interest. 
 17.7 Notwithstanding the foregoing, Ventura shall not exercise its right to terminate under subparagraph 17.6 with respect to an intellectual property
claim provided that Customer: 
  

	 	(a)	is not, and does not become, subject to a notice of termination pursuant to subparagraph 17.4; 

  

	 	(b)	has committed in writing, in form reasonably satisfactory to Ventura, to fully perform the indemnity obligations described in paragraph 14 with respect to the subject claim;


  

	 	(c)	satisfactorily performs on its indemnity commitments in a timely and competent manner; and 

  

	 	(d)	provides such other written assurances as Ventura may reasonably request. 

 It is the intent of this provision that in the event of intellectual property claims or litigation related to the Products or in which Customer has a beneficial interest, Customer shall remain entitled to purchase Products under this
Agreement only if Ventura is fully protected from any financial exposure to the property claims or litigation. 
 18. Insurance

 Throughout the term of this Agreement, Ventura shall maintain comprehensive general liability insurance in the following amounts:

  

					
	 Bodily Injury
	  	—	  	$3,000,000 per occurrence
			
	 Property Damage
	  	—	  	$3,000,000 (except automobile)

 The CGL policy shall include Product Liability coverage with Broad Form Vendor’s Endorsement naming Customer.
Ventura shall furnish Certificates of Insurance to Customer evidencing the coverage described in this paragraph as soon as practicable but not more than thirty (30) days after request by Customer. Said Certificate shall provide for at least
thirty (30) days’ prior written notice of cancellation or substantial change. 











			
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 19. Confidential information 
 19.1 Duty to protect. Each party receiving Confidential Information shall protect it from disclosure or misuse with at least the same degree
of care as it uses for its own confidential and proprietary information. 
 19.2 Non-disclosure. Each party receiving
Confidential Information shall hold it in confidence and not disclose to any other person (except to its affiliates, agents or employees bound by an appropriate obligation of confidentiality, or as required by judicial process) without the
disclosing party’s prior written consent. 
 19.3 Use only in support of Agreement. Each party receiving Confidential
Information shall use it only for the purposes of performing its obligations under this Agreement. 
 19.4 Survival of confidentiality
obligations. The obligations described above regarding Confidential Information shall survive any termination of this Agreement. 
 19.5 Return or destruction of Confidential Information. Upon request of a disclosing party, the receiving party shall return all Confidential Information delivered by the requestor, and either return or certify to the
destruction of Confidential Information contained in the records of the receiving party. Notwithstanding the foregoing, (a) the receiving party shall be permitted to retain one copy of Confidential Information in its legal files until the
expiration of applicable statutes of limitations, and (b) this provision shall not be interpreted to require Ventura to destroy, alter or segregate production records kept in the normal course of business. 
 19.6 Supersedes prior confidentiality agreements. The provisions of this Agreement regarding Confidential Information supersede all prior
agreements and understandings between the parties on the subject of confidentiality and protection of proprietary information, except that Confidential Information received under prior confidentiality or nondisclosure agreements shall continue to be
held in confidence pursuant to the terms of this Agreement. 
 20. Independent Contractors 
 It is understood and agreed that the parties are independent contractors and engage in the operation of their own respective businesses. Except as may be
specifically provided in this Agreement, neither Customer nor Ventura shall be considered the agent of the other for any purpose, and neither Customer nor Ventura has any authority to enter into any contracts or assume any obligations for the other
or to make any warranties or representations on behalf of the other. Nothing in this Agreement shall be construed to establish a relationship of co-partners or joint venturers between Customer and Ventura. 











			
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 21. Governing law 
 This Agreement shall be governed by the laws of the State of California, as applied to contracts entered into and entirely to be performed within that
state. Except for disputes that are submitted and timely resolved pursuant to the arbitration process set forth in paragraph 22, each of the parties agrees to submit to the exclusive jurisdiction of the federal and state courts of the State of
California sitting in Orange and Los Angeles counties in any action or proceeding arising out of or relating to this Agreement 
 22.
Dispute resolution 
 22.1 Arbitration: general. 
 Except as provided in subparagraph 22.5, below, any dispute, claim or controversy between Customer and Ventura that arises out of or relates to this
Agreement or its breach, termination, enforcement, interpretation or validity, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by arbitration before one arbitrator. The arbitrator may, in
the Award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party. Judgment on the Award may be entered in any court having jurisdiction. 

22.2 Arbitration agency and site of arbitration. 
 The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. 
 22.3 Site of arbitration. 
 The arbitration shall be administered in the city of (i) New York if the arbitration
is first demanded by Ventura, or (ii) Los Angeles if the arbitration is first demanded by Customer. 
 22.4 Provisional
remedies. 
 This arbitration paragraph shall not preclude parties from seeking provisional remedies in aid of arbitration, or to
prevent immediate and irreparable injury, loss or damage from a court of appropriate jurisdiction. 











			
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 22.5 Mandatory mediation prior to arbitration. 
 Prior to the appointment of the arbitrator, and within 10 days from the date of commencement of the arbitration, the parties shall submit the dispute to
JAMS for mediation. The parties will cooperate with JAMS and with one another in selecting a mediator from JAMS panel of neutrals, and in promptly scheduling the mediation proceedings. The parties covenant that they will participate in the mediation
in good faith, and that they will share equally in its costs. All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts and attorneys, and by
the mediator or any JAMS employees, are confidential, privileged and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or
discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. If the dispute is not resolved within 30 days from the date of the submission of the dispute to mediation (or such later date as the parties
may mutually agree in writing), the administration of the arbitration shall proceed forthwith. The mediation may continue, if the parties so agree, after the appointment of the arbitrators. Unless otherwise agreed by the parties, the mediator shall
be disqualified from serving as arbitrator in the case. The pendency of a mediation shall not preclude a party from seeking provisional remedies in aid of the arbitration from a court of appropriate jurisdiction, and the parties agree not to defend
against any application for provisional relief on the ground that a mediation is pending. 
 22.6 Exclusion for intellectual property
disputes. 
 Notwithstanding the general applicability of arbitration and mediation to disputes under this Agreement, the parties
agree that exclusive jurisdiction for any dispute involving the ownership or use of intellectual property (including patents, trademarks, copyrights, tradenames and trade secrets) shall be in the United States District Courts. 
 22.7 Limitation of damages. 
 Neither party to this Agreement, nor any affiliate, assignee or controlling entity, shall have any liability or obligation arising from or relating to the transactions contemplated by this Agreement for special, incidental, indirect,
consequential, exemplary punitive or similar damages (including lost income and profits), however categorized. 











			
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 23. No Waiver 
 No waiver by either party of any breach, default, or violation of any term or provision hereof shall constitute a waiver of any subsequent breach, default
or violation of the same or other term or provision. 
 24. Compliance with laws 
 If any law, ordinance, rule, order or regulation of any governmental unit shall become effective during the term of this Agreement, which shall prohibit
the performance of any portion of this Agreement, this Agreement shall be suitably amended so that it will comply with such law, ordinance, rule, order or regulation. 
 25. Assignment: notice and consent 
 25.1 Neither party may assign or otherwise transfer this
agreement, including without limitation by operation of law, merger or acquisition, without the prior written consent of the other party, except in connection with a reorganization or similar transaction as a result of which there is no substantial
change to the ultimate beneficial ownership of the assigning party. Any other purported assignment or transfer without prior written consent shall render this Agreement terminable on 90 days notice at the election of the party whose consent was not
obtained. 
 25.2 A party wishing to assign this Agreement shall provide the other party with at least thirty (30) days prior written
notice. 
 25.3 Neither party shall unreasonably withhold its consent to an assignment. Reasonable grounds for withholding consent might
include factors such as the financial resources, competitive posture or commercial viability of the proposed assignee, or any failure of the proposed assignee to timely provide reasonable written assurances requested by the party whose consent is
requested. 
 25.4 Ventura has agreed, subject to the terms and conditions of a Consent to Assignment fully executed by the parties and dated
March __, 2007, to the assignment of Customer’s rights and obligations under this Agreement to Smart Balance Inc., the surviving entity following the proposed early-2007 merger transactions involving a subsidiary of Boulder Specialty Brands,
Inc.; GFA Holdings, Inc., sole shareholder of Customer; and Customer. 
 25.5 This Agreement shall be binding and inure to the benefit of
each of the parties, their successors and permitted assigns. 











			
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 26. Notice 
 26.1 The address of each party, for purposes of all formal notices required or permitted by this Agreement, is shown on the first page. 
 26.2 Schedule 26.2 of this Agreement lists the additional addresses and contact information of each party for purposes of routine coordination with
respect to (a) operations, (b) sales, (c) customer service, (d) purchasing, (e) quality control. 
 26.3 Either
party may, from time to time, advise the other party in writing of a change of its address(es) for giving notice. 
 26.4 All notices
required to be given pursuant to this Agreement shall be in writing and addressed to the party at the address shown on the first page of the Agreement, or such other address as to which the party has provided formal written notice. 
 26.5 Notices shall be deemed to have been duly given (a) if personally delivered or telecopied by 5:00 PM EST on such date (or the next following
business day if personally delivered or telecopied after such time); or (b) if delivered or mailed (registered or certified mail, postage prepaid, return requested), on the date of receipt indicated on the return receipt or third-party delivery
confirmation. 
 26.6 Any notice intended to call a party’s attention to a material breach of this Agreement shall be effective only if
an additional copy is sent to the address identified above, addressed to the attention of “General Counsel” or “Legal Department.” 
 27. Integration 
 This Agreement, together with any attached schedules and exhibits, contains
all of the terms, warranties, representations, agreements, covenants, conditions and provisions agreed upon by the parties with respect to the manufacture and sale of the Products. This Agreement merges and supersedes all prior agreements,
understandings and representations relating to its subject matter. 
 28. Modification and revision; construction 

This Agreement shall not be altered or changed except in writing and signed by appropriate authorized officials of the party or parties sought to be
bound. If any provision contained in this Agreement is determined to be invalid or unenforceable in any respect, that determination will not invalidate the entire agreement; instead, an arbitrator or court of competent jurisdiction shall have the
authority to modify this Agreement so that it will be construed and enforced consistent with the intent of its provisions to the greatest extent permissible under applicable law. 











			
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 29. Counterparts 
 This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which, when taken together, shall
constitute one and the same instrument. 
 30. Signatures 
 The parties have caused this Agreement to be signed by their duly authorized representatives, intending to be legally bound as of the Effective Date shown
on the first page. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which, when taken together, shall constitute one and the same instrument. 
  

									
	 GFA Brands, Inc.
 a Delaware
corporation
	 		 	 Ventura Foods, LLC
 a Delaware
limited liability company

					
	By:	 	 /s/ Robert M. Harris
	 		 	By:	 	 /s/ Richard L. Mazer

	 Name:
	 	Robert M. Harris	 		 	Name:	 	Richard L. Mazer
	 Title:
	 	CEO	 		 	Title:	 	President and Chief Executive Officer


									
	 Date Signed:
	 	March 10, 2007	 		 	    Date Signed:	 	March 2, 2007

 Schedules: 
  


	 	  2	Products 


	 	  3	Defined Terms 


	 	  5	Product Cost Sheets (as effective at signature date) 


	 	  6.1	Initial Toll Rates and Annual Increases 


	 	10.3	Freight table in effect as of [date] 


	 	26.2	Contact information (operations, sales, customer service, etc.) 












			
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 Schedule 2 
 Products 
  

									
	 Product Code
	  	 Description
	  	 Toll per pound
	  	 Toll per case
	  	 Minimum Order Quantity

		  		  		  		  	
	 	  	 	  	 	  	 	  	 
		  		  		  		  	
	 	  	 	  	 	  	 	  	 
		  		  		  		  	
	 	  	 	  	 	  	 	  	 
		  		  		  		  	
	 	  	 	  	 	  	 	  	 
		  		  		  		  	
	 	  	 	  	 	  	 	  	 












			
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 Schedule 3 
 Defined Terms 
 “Agreement” means the Manufacturing
Agreement between Ventura and Customer, to which this Schedule is appended. 
 “Annual Volume” means
the total volume of Products shipped by Ventura (net of returns) and paid for by Customer during a Contract Year. 
 “Confidential Information” means all information that one party receives from the other that is of a nature that a reasonable business person would consider valuable, proprietary or confidential. Examples include,
but are not limited to, cost and pricing information, customer and vendor lists, product formulations, manufacturing techniques, sales forecasts and marketing plans. Confidential Information may be conveyed or recorded in oral, written, digital,
magnetic or any other form. Confidential Information does not include any information that is (a) publicly available, (b) known to the recipient prior to receipt from the disclosing party, (c) received by the recipient from a third
party without breach of an obligation of confidentiality, or (d) independently developed by the recipient without reference to the disclosing party’s Confidential Information. 
 “Contract Year” means a period beginning July 1 and ending June 30 of the following calendar year
during the term of this Agreement. 
 “Force Majeure Event” means a failure, disruption or delay in a
party’s ability to perform its obligations under the Agreement by reason of fires, floods, storms, strike or labor disputes, civil disorders, war, governmental restrictions, crop failure, delays in transportation or car shortages, inability to
obtain necessary labor, materials, manufacturing facilities, ingredients or energy, or other conditions beyond the reasonable control of either party. No delay of Customer’s payment obligation is considered a Force Majeure Event. 
 “Incremental Volume” means, for any Contract Year, the amount by which Annual Volume exceeds 65 million
pounds of Products shipped by Ventura and paid for by Customer, net of any refunds. 
 “Ingredient
Cost” means, for each ingredient in a Product, the cost of that ingredient. The cost shall be 
  











			
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	 	(a)	if the ingredient is purchased pursuant to a contract entered into between Ventura and Customer (such as, to fix the price of an oil ingredient for a particular time or quantity),
the full delivered contract cost per unit; 

  

	 	(b)	if the ingredient is purchased by Ventura pursuant to a contract negotiated by Customer with the ingredient vendor, the full delivered contract cost per unit; or


  

	 	(c)	if the ingredient is purchased by Ventura, without a specific contract with Customer, the Standard Cost of the ingredient. 

 “Packaging Cost” means the cost of packaging (such as tubs, lids, cases, sleeves, bands, wrappers, pallets)
purchased by Ventura for use in manufacturing or shipping a Product. 
 “Price” means, for each
Product, the sum of all Ingredient Costs and Packaging Costs, loss or yield factor and other agreed cost items, plus the applicable Toll with agreed adjustments. 
 “Price Report” means the document delivered to Customer by Ventura from time to time for each Product SKU. The
Price Report lists all applicable components of the then-effective Price, including Ingredient Costs and Packaging Costs, loss or yield factor and other agreed cost items, plus the applicable Toll with agreed adjustments. 
 “Products” means (a) the initial products listed in Schedule 2, and (b) all similar, additional and
follow-on products and product extensions offered for sale in the United States by Customer during the term of this Agreement. 
 “Standard Cost” means, for any ingredient in a Product, the then-current unit price reflected in Ventura’s manufacturing accounting system as of the date of manufacture or shipment of a Product. Standard Costs
are budgetary cost values that typically are adjusted in the last week of each calendar quarter for the following quarter. Many ingredients will be adjusted only once a quarter, but ingredients subject to volatile market price movements may be
adjusted monthly or in response to specific market movement. 
 “Toll” means the agreed component of
a Product Price that represents compensation for Ventura’s overhead expense and manufacturing services. The Toll for each Product at the Effective Date is set forth on Schedule 2. See paragraphs 5 and 6 for a description of when Tolls may be
adjusted. For new Products proposed by Customer, Customer and Ventura will reasonably negotiate an appropriate Toll. 











			
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 Schedule 5 
 Please see attached. 











			
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 Certain portions hereof denoted with “[***]” have been omitted pursuant to a request
for confidential treatment. An unredacted copy hereof has been filed separately with the United States Securities and Exchange Commission pursuant to a request for confidential treatment. 
 VENTURA FOODS, LLC 
 Los Angeles
Division 
  

			
	 Smart Balance ***% 12-2/8 W/Flax
	 	
	Product Code: 15444	 	Smart Balance W/Flax
	Net Weight: 12 lbs.	 	 ***% 12-2/8 OZ.

	Contract No: D0182	 	
	Effective Date: Feb/Mar 2007	 	

  

											
	  	 	 Oil Phase
	  	Formula	  	Unit Cost	  	Cost
Per Case
	 9196
	 	 Soy Oil
	  	***	  	$	 ***	  	$	 ***
	 16680
	 	 Palm Oil G
	  	***	  	$	 ***	  	$	 ***
	 9744
	 	 Canola Salad
	  	***	  	$	 ***	  	$	 ***
	 17661
	 	 Oil, Flaxseed & Inseed
	  	***	  	$	 ***	  	$	 ***
	 5683
	 	 Emulsifier
	  	***	  	$	 ***	  	$	 ***
	 2096
	 	 4112K Flavor
	  	***	  	$	 ***	  	$	 ***
	 6734
	 	 TBHQ, Tenox
	  	***	  	$	 ***	  	$	 ***
	 19980
	 	 Lecithin
	  	***	  	$	 ***	  	$	 ***
	 98012
	 	 Olive Oil
	  	***	  	$	 ***	  	$	 ***
	 5682
	 	 Vitamin D3
	  	***	  	$	 ***	  	$	 ***
	 6964
	 	 Beta Carotene
	  	***	  	$	 ***	  	$	 ***
	 2095
	 	 Sorbitan Tristerate
	  	***	  	$	 ***	  	$	 ***
	 6968
	 	 Vitamin E
	  	***	  	$	 ***	  	$	 ***
	 5107
	 	 Vitamin A
	  	***	  	$	 ***	  	$	 ***
					
	  	 	 Water Phase
	  	 	  	 	  	 
	 5100
	 	 Water
	  	***	  	$	 	  		
	 16485
	 	 Potassium Sorbate
	  	***	  	$	 ***	  	$	 ***
	 5170
	 	 Lactic Acid
	  	***	  	$	 ***	  	$	 ***
	 5169
	 	 EDTA
	  	***	  	$	 ***	  	$	 ***
	 5106
	 	 Salt
	  	***	  	$	 ***	  	$	 ***
	 19435
	 	 Vitamin B-6
	  	***	  	$	 ***	  	$	 ***
	 19434
	 	 Vitamin B-12
	  	***	  	$	 ***	  	$	 ***
		 	Subtotal	  	***	  			  	$	 ***
		 	Loss Factor (***%)	  		  			  	 	***
		 	Total Ingredients	  		  			  	$	 ***
					
	  	 	 Packaging
	  	Quantity	  	 	  	 
	 19444
	 	 Tubs (1%)
	  	***	  	$	 ***	  	$	 ***
	 19443
	 	 Lids (1%)
	  	***	  	$	 ***	  	$	 ***
	 19446
	 	 Cases (1 %)
	  	***	  	$	 ***	  	$	 ***
	 19445
	 	 Sleeves (1%)
	  	***	  	$	 ***	  	$	 ***
	 8875
	 	 Bands (1%)
	  	***	  	$	 ***	  	$	 ***
		 	Total Packaging	  		  			  	$	 ***
		 	Toll	  		  	$	 ***	  	 	***
		 	Total Case Cost	  		  			  	$	 ***












			
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 Certain portions hereof denoted with “[***]” have been omitted pursuant to a request
for confidential treatment. An unredacted copy hereof has been filed separately with the United States Securities and Exchange Commission pursuant to a request for confidential treatment. 
 VENTURA FOODS, LLC 
 Los Angeles
Division 
 Smart Balance ***% 
 Smart Balance ***%-lite w/flex 
 Product Code: 14311SBN/01153 
 Net Weight: 12 lbs 
 Contract No: D0182 
 Effective Date: Feb/Mar 2007 
  

									
	 Oil Phase
	  	Formula	  	Unit Cost	  	 Cost
 Per Case

	 9196 Soy Oil
	  	***	  	$	 ***	  	$	 ***
				
	 16680 Palm Oil G
	  	***	  	$	 ***	  	$	 ***
				
	 9744 Canola Salad
	  	***	  	$	 ***	  	$	 ***
	 5683 Dimodan LSK
	  	***	  	$	 ***	  	$	 ***
	 2095 STS, cry inhibitor
	  	***	  	$	 ***	  	$	 ***
	 2096 4112K Flavor
	  	***	  	$	 ***	  	$	 ***
	 5161 Lecithin
	  	***	  	$	 ***	  	$	 ***
	 98012 Olive Oil
	  	***	  	$	 ***	  	$	 ***
	 6968 Vitamin E
	  	***	  	$	 ***	  	$	 ***
	 5107 Vitamin A
	  	***	  	$	 ***	  	$	 ***
	 6964 Beta Carotene
	  	***	  	$	 ***	  	$	 ***
	 17661 Flax Oil
	  	***	  	$	 ***	  	$	 ***
	 6734 Tenox
	  	***	  	$	 ***	  	$	 ***
		  		  			  	$	 
	 5100 Water
	  	***	  	$	 ***	  	$	 ***
	 16485 Potassium Sorbate
	  	***	  	$	 ***	  	$	 ***
	 5170 Lactic Add
	  	***	  	$	 ***	  	$	 ***
	 5169 EDTA
	  	***	  	$	 ***	  	$	 ***
	 5106 Salt
	  	***	  	$	 ***	  	$	 ***
		  		  			  	$	 ***
	 Subtotal
	  	***	  			  	$	 ***
				
	 Loss Factor (***%)
	  		  			  	 	***
				
	 Total Ingredients
	  		  			  	$	 ***
				
	 Packaging
	  	 	  	 	  	 
		  		  	$	 	  		
	 17663 Tubs (1%)
	  	12	  	$	 ***	  	$	 ***
	 17662 Lids (1%)
	  	12	  	$	 ***	  	$	 ***
	 17664 Cases (1%)
	  	1	  	$	 ***	  	$	 ***
	 15891 Bands (1%)
	  	12	  	$	 ***	  	$	 ***
				
	 Total Packaging
	  		  			  	$	 ***
	 Toll
	  		  	$	 ***	  	 	***
	 Total Case Cost
	  		  			  	$	 ***










			
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 Certain portions hereof denoted with “[***]” have been omitted pursuant to a request
for confidential treatment. An unredacted copy hereof has been filed separately with the United States Securities and Exchange Commission pursuant to a request for confidential treatment.  
 VENTURA FOODS, LLC 
 Los Angeles
Division 
 Smart Balance ***% 
  

	
	 Smart Balance ***%

	Product Code: 10658/01100
	Net Weight: 18 lbs
	Contract No: D0182
	Effective Date: Feb/Mar 2007

  

									
	 Oil Phase
	  	Formula	  	Unit Cost	  	Cost
Per Case
	9196 Soy Oil	  	***	  	$	 ***	  	$	 ***
				
	16680 Palm Oil G	  	***	  	$	 ***	  	$	 ***
	9744 Canola Salad	  	***	  	$	 ***	  	$	 ***
	5683 Dimodan LSK	  	***	  	$	 ***	  	$	 ***
	2095 STS, cry inhibitor	  	***	  	$	 ***	  	$	 ***
	2096 4112K Flavor	  	***	  	$	 ***	  	$	 ***
	5161 Lecithin	  	***	  	$	 ***	  	$	 ***
	98012 Olive Oil	  	***	  	$	 ***	  	$	 ***
	6968 Vitamin E	  	***	  	$	 ***	  	$	 ***
	5107 Vitamin A	  	***	  	$	 ***	  	$	 ***
	6964 Beta Carotene	  	***	  	$	 ***	  	$	 ***
	5682 Vitamin D3	  	***	  	$	 ***	  	$	 ***
				
	5100 Water	  	***	  	$	 ***	  	$	 ***
	16485 Potassium Sorbate	  	***	  	$	 ***	  	$	 ***
	5170 Lactic Acid	  	***	  	$	 ***	  	$	 ***
	5169 EDTA	  	***	  	$	 ***	  	$	 ***
	5103 Whey	  	***	  	$	 ***	  	$	 ***
	5106 Salt	  	***	  	$	 ***	  	$	 ***
	19434 Vitamin B-12	  	***	  	$	 ***	  	$	 ***
	19435 Vitamin B-6	  	***	  	$	 ***	  	$	 ***
				
	 Subtotal
	  		  			  	$	 ***
	 Loss Factor (1.5%)
	  		  			  	 	***
	 Total ingredients
	  		  			  	$	 ***
				
	 Packaging
	  	 	  	 	  	 
	2129 Tubs (1%)	  	***	  	$	 ***	  	$	 ***
	2124 Lids (1%)	  	***	  	$	 ***	  	$	 ***
	2665 Cases (1%)	  	***	  	$	 ***	  	$	 ***
	15891 Bands (1%)	  	***	  	$	 ***	  	$	 ***
				
	 Total Packaging
	  		  			  	$	 ***
	 Toll
	  		  	$	 ***	  	 	***
	 Total Case Cost
	  		  			  	$	 ***












			
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 Certain portions hereof denoted with “[***]” have been omitted pursuant to a request
for confidential treatment. An unredacted copy hereof has been filed separately with the United States Securities and Exchange Commission pursuant to a request for confidential treatment. 
 VENTURA FOODS, 
 LLC Los Angeles
Division 
 Nucoa Soft 18/1# 
  

	
	 Nucoa Soft 18/1#

	 Product Code: 21402/1402/Soft

	 Net Weight: 18 lbs

	 Contract No: D0182

	 Effective Date: Feb/Mar 2007


  

									
	 Oil Phase
	  	Formula	  	Unit
Cost	  	Cost Per
Case
	 9024 Oil
	  	***	  	$	 ***	  	$	 ***
	 5161 Lecithin, Dark
	  	***	  	$	 ***	  	$	 ***
	 6048 Monoglycerides, Vegetable
	  	***	  	$	 ***	  	$	 ***
	 5107 Vitamin A Pimo
	  	***	  	$	 ***	  	$	 ***
	 6964 Beta Carotene 30%
	  	***	  	$	 ***	  	$	 ***
	 6263 Soya Flakes
	  	***	  	$	 ***	  	$	 ***
				
	 Water Phase
	  	 	  	 	  	 
		  		  			  	$	 _____
		  		  			  	$	 _____
	 5100 Water
	  	***	  	$	 _____	  	$	 _____
	 5106 Salt, Purified
	  	***	  	$	 ***	  	$	 ***
	 12614 Nucoa c12611 Flavor
	  	***	  	$	 ***	  	$	 ***
		  		  			  	$	 _____
		  		  			  	$	 _____
	 16485 Potassium Sorbate
	  	***	  	$	 ***	  	 	***
	 5169 EDTA
	  	***	  	$	 ***	  	$	 ***
				
	 Subtotal
	  	***	  			  	$	 ***
	 Loss Factor (1.5%)
	  		  			  	 	***
	 Total ingredients
	  		  			  	$	 ***
				
	 Packaging
	  	 	  	 	  	 
	 1605 Tubs (1%)
	  	***	  	$	 ***	  	$	 ***
	 3869 Lids (1%)
	  	***	  	$	 ***	  	$	 ***
	 2686 Cases (1%)
	  	***	  	$	 ***	  	$	 ***
				
	 Total Packaging
	  		  	$	 	  	$	 ***
	 Toll
	  		  	 	***	  	 	***
	 Total Case Cost
	  		  			  	$	 ***












			
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 Certain portions hereof denoted with “[***]” have been omitted pursuant to a request
for confidential treatment. An unredacted copy hereof has been filed separately with the United States Securities and Exchange Commission pursuant to a request for confidential treatment. 
 VENTURA FOODS, LLC 
 Los Angeles
Division 
 Nucoa 30# 1/4 
  

									
	 Nucoa 30/1 #1/4
 Product Code: 11300/1300/Stick
 Net Weight: 30 lbs
 Contract No: D0182
 Effective Date: Feb/Mar 2007
	  		  			  		
	 Oil Phase
	  	Formula	  	Unit Cost	  	Cost
Per Case
	 9024 Oil
	  	***	  	$	 ***	  	$	 ***
	 5161 Lecithin, Dark
	  	***	  	$	 ***	  	$	 ***
	 6048 Monoglycerides, Vegetable
	  	***	  	$	 ***	  	$	 ***
	 5107 Vitamin A Pimo
	  	***	  	$	 ***	  	$	 ***
	 6964 Beta Carotene 30%
	  	***	  	$	 ***	  	$	 ***
		  		  			  	$	—  
		  		  			  		
				
	 Water Phase
	  	 	  	 	  	 
		  		  			  	$	—  
		  		  			  	$	—  
	 5100 Water
	  	***	  	$	—  	  	$	—  
	 5106 Salt, Purified
	  	***	  	$	 ***	  	$	 ***
	 12614 Nucoa C12611 Flavor
	  	***	  	$	 ***	  	$	 ***
	 5169 EDTA
	  	***	  	$	 ***	  	$	 ***
	 Subtotal
	  	***	  			  	$	 ***
	 Loss Factor (***%)
	  		  			  	 	***
	 Total Ingredients
	  		  			  	$	 ***
				
	 Packaging
	  	 	  	 	  	 
	 2672 Cartons (1%)
	  	***	  	$	 ***	  	$	 ***
	 1651 Foil (2%)
	  	***	  	$	 ***	  	$	 ***
	 3933 Cases (1%)
	  	***	  	$	 ***	  	$	 ***
	 Total Packaging
	  		  			  	$	 ***
	 Toll
	  		  	$	 ***	  	 	***
	 Total Case Cost
	  		  			  	$	 ***

 GFA Costing 











			
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 Certain portions hereof denoted with “[***]” have been omitted pursuant to a request
for confidential treatment. An unredacted copy hereof has been filed separately with the United States Securities and Exchange Commission pursuant to a request for confidential treatment. 
 12761 
 Los Angeles Division

 Non GMO Earth Bal 18/1# 
 Product: 12761/1173 
 Net Weight: 18lbs. 
  

							
	 Oil Phase
	  	Formula	  	Unit Cost	  	Cost
Per Case
	 90015 Non-GMO Soy Oil
	  	***	  	***	  	***
				
	 16680 Palm Oil G
	  	***	  	***	  	***
	 90016 Non-GMO Canola Oil
	  	***	  	***	  	***
	 98012 Pure Olive Oil
	  	***	  	***	  	***
	 11532 Lecithin GMO Free
	  	***	  	***	  	***
	 8162 Manheimer 650027 Flv.
	  	***	  	***	  	***
	 5107 Vitamin A
	  	***	  	***	  	***
	 16498 Nat Vit Olein
	  	***	  	***	  	***
				
	 Water Phase
	  	 	  	 	  	 
	 5100 Water
	  	***	  		  	
	 5106 Salt, Purified
	  	***	  	***	  	***
	 11531 Soy Pro Ardex
	  	***	  	***	  	***
	 5170 Lactic Acid 88%
	  	***	  	***	  	***
				
	 Subtotal
	  	***	  		  	***
	 Loss Factor (***%)
	  		  		  	***
	 Total Ingredients
	  		  		  	***
				
	 Packaging
	  	 	  	 	  	 
	 8292 Tubs (1%)
	  	***	  	***	  	***
	 8293 Lids (1%)
	  	***	  	***	  	***
	 16568 Cases (1%)
	  	***	  	***	  	***
	 15891 Bands(1%)
	  	***	  	***	  	***
				
	 Total Packaging
	  		  		  	***
	 Toll
	  		  	***	  	***
	 Total Case Cost
	  		  		  	***










			
		  	Confidential Treatment
	Manufacturing Agreement	  	 Page
 29
 of 47
	GFA Brands, Inc. and Ventura Foods, LLC	  	March 2, 2007

  

 Page 1 
 Certain portions hereof denoted with “[***]” have been omitted pursuant to a request for confidential treatment. An unredacted copy hereof has been filed separately with the United States Securities
and Exchange Commission pursuant to a request for confidential treatment. 
 VENTURA FOODS LLC 
 LOS ANGELES DIVISION 
 Soy Garden
Spread 12/1 lb 
 Soy Garden Natural Spd 
 Product No: 13480 
 Net Weight 12 Lbs. 
  

							
	 Oil Phase
	  	Formula	  	 Unit
 Cost
	  	Cost
Per Case
	 16680 Palm Blend G
	  	***	  	***	  	***
	 90015 Non-Gmo Soy Oil
	  	***	  	***	  	***
	 8162 Manheimer 650027 Flavor
	  	***	  	***	  	***
	 11532 GMO Neg Lecithin
	  	***	  	***	  	***
	 98012 Pure Olive Oil
	  	***	  	***	  	***
	 12480 Chr. Hansen A-400-S
	  	***	  	***	  	***
				
	 Water Phase
	  	 	  	 	  	 
	 5100 Water
	  	***	  		  	
	 5106 Salt, Purified
	  	***	  	***	  	***
	 12479 Nutrisoy 220 T
	  	***	  	***	  	***
	 5170 Lactic Acid 88%
	  	***	  	***	  	***
	 Subtotal
	  	***	  		  	***
	 Loss Factor (1.5%)
	  		  		  	***
	 Total Ingredients
	  		  		  	***
				
	 Packaging
	  	 	  	 	  	 
	 15732 Cases(1%)
	  	***	  	***	  	***
	 15891 Bands (1%)
	  	***	  	***	  	***
	 12469 Lids(1%)
	  	***	  	***	  	***
	 12470 Tubs(1%)
	  	***	  	***	  	***
	 Total Packaging
	  		  		  	***
	 Toll
	  		  	***	  	***
	 Total Case
	  		  		  	***

 Page 1 











			
		  	Confidential Treatment
	Manufacturing Agreement	  	 Page
 30
 of 47
	GFA Brands, Inc. and Ventura Foods, LLC	  	March 2, 2007

  

 Certain portions hereof denoted with “[***]” have been omitted pursuant to a request
for confidential treatment. An unredacted copy hereof has been filed separately with the United States Securities and Exchange Commission pursuant to a request for confidential treatment. 
 13657 
 EARTH BALANCE 18/1 # 1/4

 Shortening 
 Earth
Balance 18/# 1/4 
 Product No: 13657/1179 
 Net Weight 16.90 
  

									
	 Ingredients
	  	 Oil Phase
	  	Formula	  	 Unit
 Cost
	  	 Cost
 Per
Case

		  	 11168 Palm Oil (Gillco)
	  	***	  	***	  	***
		  	 8871 Palm Stearin
	  	***	  	***	  	***
		  	 90015 GMO Free Soya
	  	***	  	***	  	***
		  	 90016 GMO Free Canola
	  	***	  	***	  	***
					
	 Subtotal
	  		  	***	  		  	***
	 Loss Factor (.3%)
	  		  		  		  	***
					
	 Total Ingredients
	  		  		  	***	  	
					
	 Packaging
	  	 	  	Qty	  	 	  	 
		  	 15878 Foil (2%)
	  	***	  	***	  	***
		  	 15880 Cartons (1%)
	  	***	  	***	  	***
		  	 15881 Case (1%)
	  	***	  	***	  	***
	 Total Packaging
	  		  		  	***	  	
					
	 Toll
	  		  		  	***	  	***
	 Total Case Cost
	  		  		  		  	***

 Page 1 











			
		  	Confidential Treatment
	Manufacturing Agreement	  	 Page
 31
 of 47
	GFA Brands, Inc. and Ventura Foods, LLC	  	March 2, 2007

  

 Certain portions hereof denoted with “[***]” have been omitted pursuant to a request
for confidential treatment. An unredacted copy hereof has been filed separately with the United States Securities and Exchange Commission pursuant to a request for confidential treatment. 
 15365 
 VENTURA FOODS, LLC

 LOS ANGELES DIVISION 
 Smart Bal Whipped ***% Tray 
 6/4 lb. 
 Smart Balance Whipped ***% Tray 
 Product Code: 15365NUC 6/4 lbs, 
 Net Weight: 24 lbs 
 Contract No:
D0182 
 Effective Date: Feb/Mar 2007 
  

							
	 Oil Phase
	  	Formula	  	Unit Cost	  	 Cost
 Per Case

		  	***	  	***	  	***
	 9196 Soy Oil
	  	***	  	***	  	***
	 16680 Palm Oil
	  	***	  	***	  	***
	 9744 Canola Oil
	  	***	  	***	  	***
	 5683 Dimodan LSK
	  	***	  	***	  	***
	 2095 SRS cry inhibitor
	  	***	  	***	  	***
				
	 2096 4112K Flavor
	  	***	  	***	  	***
	 5161 Lecithin
	  	***	  	***	  	***
	 98012 Olive Oil
	  	***	  	***	  	***
	 6968 Vitamin E
	  	***	  	***	  	***
	 5107 Vitamin A
	  	***	  	***	  	***
	 6964 Beta Carotene
	  	***	  	***	  	***
				
	 5100 Water
	  	***	  	***	  	***
	 16485 Potassium Sorbate
	  	***	  	***	  	***
	 5170 Lactic Acid
	  	***	  	***	  	***
	 5169 EDTA
	  	***	  	***	  	***
	 5103 Whey
	  	***	  	***	  	***
	 5106 Salt
	  	***	  	***	  	***
				
	 Subtotal
	  	***	  		  	***
	 Loss Factor (***%)
	  		  		  	***
	 Total Ingredients
	  		  		  	***
				
	 Packaging
	  	 	  	 	  	 
	 18494 Tubs (1%)
	  	***	  	***	  	***
	 18493 Lids (1%)
	  	***	  	***	  	***
	 18479 Bands (1%)
	  	***	  	***	  	***
	 4561 Divider (1%)
	  	***	  	***	  	***
	 18495 Tray (1%)
	  	***	  	***	  	***
	 Total Packaging
	  		  		  	***
	 Toll
	  		  	***	  	***
	 Total Case Cost
	  		  		  	***

  

 Page 1 










			
		  	Confidential Treatment
	Manufacturing Agreement	  	 Page
 32
 of 47
	GFA Brands, Inc. and Ventura Foods, LLC	  	March 2, 2007

  

 Certain portions hereof denoted with “[***]” have been omitted pursuant to a request
for confidential treatment. An unredacted copy hereof has been filed separately with the United States Securities and Exchange Commission pursuant to a request for confidential treatment. 
 13736 
 VENTURA FOODS, LLC

 LOS ANGELES DIVISION 
 Smart Balance ***% 
 6/3lb. Box 
 Smart Balance ***% 
 Product Code: 13736/Box 
 Net Weight:18 lbs 
 Contract No: D0182

 Effective Date: Feb/Mar 2007 
  

							
	 Oil Phase
	  	Formula	  	Unit Cost	  	Cost Per Case
	 9196 Soy Oil
	  	***	  	***	  	***
				
	 16680 Palm Oil
	  	***	  	***	  	***
	 9744 Canola Oil
	  	***	  	***	  	***
	 5683 Dimodan LSK
	  	***	  	***	  	***
	 2095 SRS cry inhibtor
	  	***	  	***	  	***
	 2096 4112K Flavor
	  	***	  	***	  	***
	 5161 Lecithin
	  	***	  	***	  	***
	 98012 Olive Oil
	  	***	  	***	  	***
	 6968 VitaminE
	  	***	  	***	  	***
	 5107 Vitamin A
	  	***	  	***	  	***
	 6964 Beta Carotene
	  	***	  	***	  	***
	 5682 Vitamin D-3
	  	***	  	***	  	***
				
	 5100 Water
	  	***	  		  	
	 16485 Potassium Sorbate
	  	***	  	***	  	***
	 5170 Lactic Acid
	  	***	  	***	  	***
	 5169 EDTA
	  	***	  	***	  	***
	 5103 Whey
	  	***	  	***	  	***
	 5106 Salt
	  	***	  	***	  	***
	 19434 Vitamin B-12
	  	***	  	***	  	***
	 19435 Vitamin B-6
	  	***	  	***	  	***
	 Subtotal
	  	***	  		  	***
	 Loss Factor (***%)
	  		  		  	***
	 Total Ingredients
	  		  		  	***
				
	 Packaging
	  	 	  	 	  	 
	 15799 Tubs (1%)
	  	***	  	***	  	***
	 15800 Lids (1%)
	  	***	  	***	  	***
	 16567 Case (1%)
	  	***	  	***	  	***
	 18479 Bands (1%)
	  	***	  	***	  	***
	 Total Packaging
	  		  		  	***
	 Toll
	  		  	***	  	***
	 Total Case Cost
	  		  		  	***

  

 Page 1 










			
		  	Confidential Treatment
	Manufacturing Agreement	  	 Page
 33
 of 47
	GFA Brands, Inc. and Ventura Foods, LLC	  	March 2, 2007

  

 Certain portions hereof denoted with “[***]” have been omitted pursuant to a request
for confidential treatment. An unredacted copy hereof has been filed separately with the United States Securities and Exchange Commission pursuant to a request for confidential treatment. 
 13773 
 EARTH BALANCE 18/1# 1/4

 Earth Balance 18/# 
 1/4 13773/1174 
 Net Weight 18 
  

									
	Ingredients	  	 Oil Phase
	  	Formula	  	 Unit
 Cost
	  	 Cost
 Per Case

	11168	  	Palm Oil	  	***	  	***	  	***
	8871	  	Palm Stearin	  	***	  	***	  	***
	90015	  	GMO Free Soya	  	***	  	***	  	***
	90016	  	GMO Free Canola	  	***	  	***	  	***
					
	 	  	 Water Phase
	  	 	  	 	  	 
	98012	  	Olive Oil	  	***	  	***	  	***
	11532	  	Lecithin GMO free	  	***	  	***	  	***
	5106	  	Salt	  	***	  	***	  	***
					
	5100	  	Water	  	***	  		  	
	5170	  	Lactic Acid	  	***	  	***	  	***
	11531	  	Soy Protein	  	***	  	***	  	***
					
	16498	  	Vitamin Oil	  	***	  	***	  	***
					
	8162	  	Flavor	  	***	  	***	  	***
				
	        Subtotal	  	***	  		  	***
	        Loss Factor (7%)	  		  		  	***
	        Total Ingredients	  		  		  	***

  

							
	 Packaging
	  	Qty	  	 	  	 
	 15878 Foil (2%)
	  	  ***	  	 ***	  	      ***
	 16613 Cartons (1%)
	  	***	  	***	  	***
	 2298 Case (1%)
	  	***	  	***	  	***
				
	 Total Packaging
	  		  		  	***
	 Toll
	  		  	***	  	***
	 Total Case Cost
	  		  		  	***

  

 Page 1 










			
		  	Confidential Treatment
	Manufacturing Agreement	  	 Page
 34
 of 47
	GFA Brands, Inc. and Ventura Foods, LLC	  	March 2, 2007

  

 Certain portions hereof denoted with “[***]” have been omitted pursuant to a request
for confidential treatment. An unredacted copy hereof has been filed separately with the United States Securities and Exchange Commission pursuant to a request for confidential treatment. 
 15462 
 Los Angeles Division

 Non GMO Earth Bal 6/3 # 
 Product: 15462NUC 
 Net Weight: 18 lbs. 
  

							
	 Oil Phase
	  	Formula	  	 Unit
 Cost
	  	 Cost
 Per Case

	 90015 Non-GMO Soy Oil
	  	***	  	***	  	***
				
	 16680 Palm Oil G
	  	***	  	***	  	***
	 90016 Non-GMO Canola Oil
	  	***	  	***	  	***
	 98012 Pure Olive Oil
	  	***	  	***	  	***
	 11532 Lecithin GMO Free
	  	***	  	***	  	***
	 8162 Manheimer 650027 Flv.
	  	***	  	***	  	***
				
	 5107 Vitamin A
	  	***	  	***	  	***
	 16498 Nat Vit Olein
	  	***	  	***	  	***
				
	 Water Phase
	  	 	  	 	  	 
	 5100 Water
	  	***	  		  	
	 5106 Salt, Purified
	  	***	  	***	  	***
	 11531 Soy Pro Ardex
	  	***	  	***	  	***
	 5170 Lactic Acid 88%
	  	***	  	***	  	***
				
	 Sub Total
	  	***	  		  	***
	 Loss Factor (1.5%)
	  		  		  	***
	 Total Ingredients
	  		  		  	***
				
	 Packaging
	  	 	  	 	  	 
	 19451 Tubs (1%)
	  	***	  	***	  	***
	 19452 Lids (1%)
	  	***	  	***	  	***
	 19453 Cases (1%)
	  	***	  	***	  	***
	 18479 Bands(1 %)
	  	***	  	***	  	***
				
	 Total Packaging
	  		  		  	***
	 Toll
	  		  	***	  	***
	 Total Case Cost
	  		  		  	***

  

 Page 1 










			
		  	Confidential Treatment
	Manufacturing Agreement	  	 Page
 35
 of 47
	GFA Brands, Inc. and Ventura Foods, LLC	  	March 2, 2007

  

 Certain portions hereof denoted with “[***]” have been omitted pursuant to a request
for confidential treatment. An unredacted copy hereof has been filed separately with the United States Securities and Exchange Commission pursuant to a request for confidential treatment. 
 VENTURA FOODS, LLC 
 Los Angeles
Division 
 Smart Balance ***% 
 Smart Balance ***% LS Whpd Spread 
 Product Code: 16060SBN/01120 
 Net Weight: 9.75 lbs 
 Contract No:
D0182 
 Effective Date: Feb/Mar 2007 
  

									
	 Oil Phase
	  	Formula	  	Unit Cost	  	Cost
Per Case
	 9196 Soy Oil
	  	***	  	$	***	  	$	***
				
	 16680 Palm Oil G
	  	***	  	$	***	  	$	***
	 9744 Canola Salad
	  	***	  	$	***	  	$	***
	 5683 Dimodan LSK
	  	***	  	$	***	  	$	***
	 2095 STS, cry inhibitor
	  	***	  	$	***	  	$	***
	 2096 4112K Flavor
	  	***	  	$	***	  	$	***
	 19980 Lecithin
	  	***	  	$	***	  	$	***
				
	 98012 Olive Oil
	  	***	  	$	***	  	$	***
	 6968 Vitamin E
	  	***	  	$	***	  	$	***
	 5107 Vitamin A
	  	***	  	$	***	  	$	***
	 6964 Beta Carotene
	  	***	  	$	***	  	$	***
	 5682 Vitamin D3
	  	***	  	$	***	  	$	***
		  		  			  	$	***
		  		  			  	$	—  
	 5100 Water
	  	***	  	$	—  	  	$	—  
				
	 16485 Potassium Sorbate
	  	***	  	$	***	  	$	***
	 5170 Lactic Acid
	  	***	  	$	***	  	$	***
	 5169 EDTA
	  	***	  	$	***	  	$	***
	 5106 Salt
	  	***	  	$	***	  	$	***
	 19434 Vitamin B-12
	  	***	  	$	***	  	$	***
	 19435 Vitamin B-6
	  	***	  	$	***	  	$	***
	 5103 Whey
	  	***	  	$	***	  	$	***
				
	 Sub Total
	  	***	  			  	$	***
	 Loss Factor (1.5%)
	  		  			  	 	***
	 Total Ingredients
	  		  			  	$	***
				
	 Packaging
	  	 	  	 	  	 
	 20484 Tubs (1%)
	  	***	  	$	***	  	$	***
	 20485 Lids (1%)
	  	***	  	$	***	  	$	***
	 20483 Cases (1%)
	  	***	  	$	***	  	$	***
	 15891 Bands (1%)
	  	***	  	$	***	  	$	***
	 Total Packaging
	  		  			  	$	***
	 Toll
	  		  	$	***	  	 	***
	 Total Case Cost
	  		  			  	$	***










			
		  	Confidential Treatment
	Manufacturing Agreement	  	 Page
 36
 of 47
	GFA Brands, Inc. and Ventura Foods, LLC	  	March 2, 2007

  

 Certain portions hereof denoted with “[***]” have been omitted pursuant to a request
for confidential treatment. An unredacted copy hereof has been filed separately with the United States Securities and Exchange Commission pursuant to a request for confidential treatment. 
 VENTURA FOODS, LLC 
 Los Angeles
Division 
 Smart Balance ***% 
 Smart Balance ***%-lite w/flex 6/3# 
 Product Code: 16488SBN/01157 
 Net Weight: 18 lbs 
 Contract No: D0182 
 Effective Date: Feb/Mar 2007 
  

									
	 Oil Phase
	  	Formula	  	Unit
Cost	  	Cost
Per
Case
	 9196 Soy Oil
	  	***	  	$	***	  	$	***
	 16680 Palm Oil G
	  	***	  	$	***	  	$	***
	 9744 Canola Salad
	  	***	  	$	***	  	$	***
	 5683 Dimodan LSK
	  	***	  	$	***	  	$	***
	 2095 STS, cry inhibitor
	  	***	  	$	***	  	$	***
				
	 2096 4112K Flavor
	  	***	  	$	***	  	$	***
	 5161 Lecithin
	  	***	  	$	***	  	$	***
	 98012 Olive Oil
	  	***	  	$	***	  	$	***
	 6968 Vitamin E
	  	***	  	$	***	  	$	***
	 5107 Vitamin A
	  	***	  	$	***	  	$	***
	 6964 Beta Carotene
	  	***	  	$	***	  	$	***
	 17661 Flax Oil
	  	***	  	$	***	  	$	***
	 6734 Tenox
	  	***	  	$	***	  	$	***
				
	 5100 Water
	  	***	  	$	***	  	$	***
	 16485 Potassium Sorbate
	  	***	  	$	***	  	$	***
	 5170 Lactic Acid
	  	***	  	$	***	  	$	***
	 5169 EDTA
	  	***	  	$	***	  	$	***
	 5106 Salt
	  	***	  	$	***	  	$	***
		  		  			  	$	***
	 Sub-Total
	  	***	  			  	$	***
	 Loss Factor (1.5%)
	  		  			  	 	***
	 Total Ingredients
	  		  			  	$	***
				
	 Packaging
	  	 	  	 	  	 
	 20590 Tubs (1%)
	  	***	  	$	***	  	$	***
	 20591 Lids (1%)
	  	***	  	$	***	  	$	***
	 20589 Cases (1%)
	  	***	  	$	***	  	$	***
	 18479 Bands (1%)
	  	***	  	$	***	  	$	***
				
	 Total Packaging
	  		  			  	$	***
	 Toll
	  		  	$	***	  	 	***
	 Total Case Cost
	  		  			  	$	***










			
		  	Confidential Treatment
	Manufacturing Agreement	  	 Page
 37
 of 47
	GFA Brands, Inc. and Ventura Foods, LLC	  	March 2, 2007

  

 Certain portions hereof denoted with “[***]” have been omitted pursuant to a request
for confidential treatment. An unredacted copy hereof has been filed separately with the United States Securities and Exchange Commission pursuant to a request for confidential treatment. 
 13499 
 VENTURA FOODS, LLC

 Los Angeles Division 
 Smart Balance ***% 6/3 lb. 
 Smart Balance ***% 
 Product Code: 13499/1160—Tray 
 Net
Weight:18 lbs 
 Contract No:D0182 
 Effective Date: Feb/Mar 2007 
  

							
	 Oil Phase
	  	Formula	  	Unit Cost	  	 Cost
 Per Case

	 9196 Soy Oil
	  	***	  	***	  	***
				
	 16680 Palm Oil G
	  	***	  	***	  	***
	 9744 Canola Oil
	  	***	  	***	  	***
	 5683 Dimodan LSK
	  	***	  	***	  	***
	 2095 SRS cry inhibitor
	  	***	  	***	  	***
	 2096 4112K Flavor
	  	***	  	***	  	***
				
	 5161 Lecithin
	  	***	  	***	  	***
	 98012 Olive Oil
	  	***	  	***	  	***
	 6968 VitaminE
	  	***	  	***	  	***
	 5107 Vitamin A
	  	***	  	***	  	***
	 6964 Beta Carotene
	  	***	  	***	  	***
	 5682 Vitamin D3
	  	***	  	***	  	***
				
	 Water
	  	***	  	***	  	***
	 16485 Potassium Sorbate
	  	***	  	***	  	***
	 5170 Lactic Acid
	  	***	  	***	  	***
	 5169 EDTA
	  	***	  	***	  	***
	 5103 Whey
	  	***	  	***	  	***
				
	 5106 Salt
	  	***	  	***	  	***
	 19434 Vitamin B-12
	  	***	  	***	  	***
	 19435 Vitamin B-6
	  	***	  	***	  	***
	 Subtotal
	  	***	  		  	***
	 Loss Factor (1.5%)
	  		  		  	***
	 Total Ingredients
	  		  		  	***
				
	 Packaging
	  	 	  	 	  	 
	 15799 Tubs (1%)
	  	***	  	***	  	***
	 15800 Lids (1%)
	  	***	  	***	  	***
	 15803 Tray (1 %)
	  	***	  	***	  	***
				
	 18479 Bands (1%)
	  	***	  	***	  	***
	 4561 Pad (1%)
	  	***	  	***	  	***
				
	 Total Packaging
	  		  		  	***
	 Toll
	  		  	***	  	***
	 Total Case Cost
	  		  		  	***

  

 Page 1 










			
		  	Confidential Treatment
	Manufacturing Agreement	  	 Page
 38
 of 47
	GFA Brands, Inc. and Ventura Foods, LLC	  	March 2, 2007

  

 Certain portions hereof denoted with “[***]” have been omitted pursuant to a request
for confidential treatment. An unredacted copy hereof has been filed separately with the United States Securities and Exchange Commission pursuant to a request for confidential treatment. 
 VENTURA FOODS, LLC 
 Los Angeles
Division 
 Smart Balance ***% 
 Smart Balance ***%-lite w/flex 6/3# 
 Product Code: 16710SBN/01156 
 Net Weight: 18 lbs 
 Contract No:
D0182 
 Effective Date: Feb/Mar 2007 
  

												
	 Oil Phase
	  	Formula	 	 	Unit Cost	 	 	Cost
Per Case	 
	 9196 Soy Oil
	  	*	**	 	$	*	**	 	$	*	**
				
	 16680 Palm Oil G
	  	*	**	 	$	*	**	 	$	*	**
	 9744 Canola Salad
	  	*	**	 	$	*	**	 	$	*	**
	 5683 Dimodan LSK
	  	*	**	 	$	*	**	 	$	*	**
	 2095 STS, cry inhibitor
	  	*	**	 	$	*	**	 	$	*	**
				
	 2096 4112K Flavor
	  	*	**	 	$	*	**	 	$	*	**
	 5161 Lecithin
	  	*	**	 	$	*	**	 	$	*	**
	 98012 Olive Oil
	  	*	**	 	$	*	**	 	$	*	**
	 6968 Vitamin E
	  	*	**	 	$	*	**	 	$	*	**
	 5107 Vitamin A
	  	*	**	 	$	*	**	 	$	*	**
	 6964 Beta Carotene
	  	*	**	 	$	*	**	 	$	*	**
	 17661 Flax Oil
	  	*	**	 	$	*	**	 	$	*	**
	 6734 Tenox
	  	*	**	 	$	*	**	 	$	*	**
				
	 5100 Water
	  	*	**	 	$	*	**	 	$	*	**
				
	 16485 Potassium Sorbate
	  	*	**	 	$	*	**	 	$	*	**
	 5170 Lactic Acid
	  	*	**	 	$	*	**	 	$	*	**
	 5169 EDTA
	  	*	**	 	$	*	**	 	$	*	**
	 5106 Salt
	  	*	**	 	$	*	**	 	$	*	**
		  			 				 	$	*	**
	 Sub-Total
	  	*	**	 				 	$	*	**
	 Loss Factor (1.5%)
	  			 				 	 	*	**
	 Total Ingredients
	  			 				 	$	*	**
				
	 Packaging
	  	 	 	 	 	 	 	 	 
	 20590 Tubs (1%)
	  	*	**	 	$	*	**	 	$	*	**
	 20591 Lids (1%)
	  	*	**	 	$	*	**	 	$	*	**
	 4561 Pad (1%)
	  	*	**	 	$	*	**	 	$	*	**
				
	 18479 Bands (1%)
	  	*	**	 	$	*	**	 	$	*	**
				
	 20915 Tray (1%)
	  	*	**	 	 	*	**	 	$	*	**
				
	 Total Packaging
	  			 				 	$	*	**
	 Toll
	  			 	$	*	**	 	 	*	**
	 Total Case Cost
	  			 				 	$	*	**










			
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	Manufacturing Agreement	  	 Page
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	GFA Brands, Inc. and Ventura Foods, LLC	  	March 2, 2007

  

 Certain portions hereof denoted with “[***]” have been omitted pursuant to a request
for confidential treatment. An unredacted copy hereof has been filed separately with the United States Securities and Exchange Commission pursuant to a request for confidential treatment. 
  

														
	VENTURA FOODS – PORTLAND	  	Ventura Contract # D 0182
	 GFA- MARGARINE TOLL PACKING
	  	February-March 2007
						
	 	 	 	 	 	 	 	 	 	  	 	  	 	02-Mar-07
	 24.6255# OIL
	 	 	 	 	 	 	 	 	  	 	  	 	10:08 AM
	 YIELDS 1 CASE
	 	W.C. = ***	  	 	  	 	 
		
	 	 	*** NUCOA QTR LB MARG # 11300 NUC ***
	 FORMULATION
	 	 	 	 	ITEM/LOSS	 	 	EXT	  	 	  	 	EXT
	 RAW INGREDIENTS:
	 	PERCENT	 	 	FACTOR	 	 	QTY	  	COST	  	 	COST/#
						
	 B100 SALAD OIL
	 	***	%	 	0 0	%	 	***	  	***	  	 	***
	 103 HARD FRACTION
	 	***	%	 	0.0	%	 	***	  	***	  	 	***
						
	 OIL SUB-TOTAL
	 	***	%	 	 	 	 	 	  	 	  	$	***
						
	 SALT
	 	***	%	 	0 0	%	 	***	  	***	  	 	***
	 WATER
	 	***	%	 	0.0	%	 	***	  	***	  	 	***
	 BTR FLAV Dan C12611
	 	***	%	 	0 0	%	 	***	  	***	  	 	***
	 EDTA “VERSENE”
	 	***	%	 	0.0	%	 	***	  	***	  	 	***
	 LECITHIN U/F
	 	***	%	 	0.0	%	 	***	  	***	  	 	***
	 MYVEROL
	 	***	%	 	0.0	%	 	***	  	***	  	 	***
	 VITAMIN A/ Beta Carotene
	 	***	%	 	0.0	%	 	***	  	***	  	 	***
						
	 OTHER INGREDIENTS TOTAL
	 	***	%	 	 	 	 	 	  	 	  	$	***
						
	 FORMULATION TOTAL
	 	100.0000	%	 	 	 	 	1.00000	  	PER POUND	  	$	***
						
	 	 	 	 	 	LOSS	 	 	EXT	  	 	  	 	EXT
	 PER CASE
	 	QTY/CS	 	 	FACTOR	 	 	OTY/CS	  	COST	  	 	COST/CS
						
	 SALAD OIL
	 	***	 	 	***	%	 	***	  	***	  	 	***
	 HARD FRACTION OIL
	 	***	 	 	***	%	 	***	  	***	  	 	***
	 OTHER-INGREDIENTS
	 	***	 	 	***	%	 	***	  	***	  	 	***
	 SHIPPING CASE
	 	***	 	 	***	%	 	***	  	***	  	 	***
	 CARTONS
	 	***	 	 	***	%	 	***	  	***	  	 	***
	 FOIL PARCHMENT
	 	***	 	 	***	%	 	***	  	***	  	 	***
						
	 MANUFACTURING COSTS
	 	 	 	 	 	 	 	 	  	 	  	$	***
	 TOLL PACK CHG. 0799/#
	 	***	 	 	0.0	%	 	***	  	***	  	$	***
						
	 TOTAL BILLING PRICE
	 			 			 		  		  	$	***










			
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	Manufacturing Agreement	  	 Page
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	GFA Brands, Inc. and Ventura Foods, LLC	  	March 2, 2007

  

 Schedule 6.1 
 Please see attached. 









			
		  	Confidential Treatment
	Manufacturing Agreement	  	 Page
 41
 of 47
	GFA Brands, Inc. and Ventura Foods, LLC	  	March 2, 2007

  

 Certain portions hereof denoted with “[***]” have been omitted pursuant to a request
for confidential treatment. An unredacted copy hereof has been filed separately with the United States Securities and Exchange Commission pursuant to a request for confidential treatment. 
 Schedule              
 Ventura Foods, LLC 
 GFA Toll 
 11/29/2006 
  

																											
	 Mfg Loc
	 	 Code
	 	 Description
	  	 Pack
Size
	  	 Year 1
 Jul’06 to Jun’07
	  	 Year 2
 Jul’07 to Jun’08
	  	 Year 3
 Jul’08 to Jun’09
	  	 Year 4
 Jul’09 to Jun’10
	  	 Year 5
 Jul’10 to Jun’11

	 	 	  	  	Change	  	Toll	  	Change	  	Toll	  	Change	  	Toll	  	Change	  	Toll	  	Change	  	Toll
	 ALBERT LEA

														
	 2-8 oz
	 	11242-NUC	 	SBT REGULAR	  	12/2-8 oz	  	0.0000	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***
														
	 2-8 oz
	 	11243-NUC	 	SBT UNSALTED	  	12/2-8 oz	  	0.0000	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***
	
	 LOS ANGELES

														
	 2-8 oz
	 	12127-NUC	 	SBAL LITE 37%	  	12/2-8 oz	  	0.0000	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***
														
	 2-8 oz
	 	11242-NUC	 	SBT REGULAR	  	12/2-8 oz	  	0.0000	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***
														
	 2-8 oz
	 	15444-SBN	 	 SBAL 64%
 W/FLAX
	  	12/2-8 oz	  	0.0000	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***
														
	 All 1# Tub
	 	14311-SBN	 	SBAL LITE	  	12/1#	  	0.0000	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***
														
	 All 1# Tub
	 	16060-SBN	 	SBAL LITE SALT BTRY SPRD	  	12/13#	  	0.0000	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***
														
	 All 1# Tub
	 	13480-NUC	 	SOY GARDEN SOFT NAT SPD	  	12/1#	  	0.0000	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***
														
	 All 1# Tub
	 	10858-NUC	 	SBAL BLEND 67%	  	18/1#	  	0.0000	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***
														
	 All 1# Tub
	 	21402-NUC	 	NUC SOFT MARGARINE	  	18/1#	  	0.0000	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***










			
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	Manufacturing Agreement	  	 Page
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	 EB 1# Tub
	 	12761-NUC	 	EE 79% NO GMO	  	18/1#	  	0.0000	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***
	 All 3# Tub
	 	13736-NUC	 	SBAL 67% BOX	  	6/3#	  	0.0000	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***
	 All 3# Tub
	 	16488.SBN	 	SBAL BUTTERY SPREAD LITE	  	6/3#	  	0.0000	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***
	 All 3# Tub
	 	15462-NUC	 	EB 79% NO GMO	  	6/3#	  	0.0000	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***
	 All 3# Tub
	 	15365-NUC	 	SBAL 6/4# 67% TRAY	  	6/4#	  	0.0000	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***
	 N Qtrs
	 	11300-NUC	 	NUC REG MARG QTR$	  	30/1# - 1/4	  	0.0000	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***
	 EB Qtrs
	 	13657-EBN	 	EB SHORTENING STICK QTRS	  	18/15 OZ-1/4	  	0.0000	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	 
	 EE Qtrs
	 	13773-EBN	 	EB NATRL BUTTERY STICK QTRS	  	18/1# - 1/4	  	0.0000	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	 
	 PORTLAND
	 	 	 	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 
	 N Qtrs
	 	11300-NUC	 	NUC REG MARG QTRS	  	30/1#	  	0.0000	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	 
	 BIRMINGHAM
	 	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 
	 All 1# Tub
	 	10658-NUC	 	SBAL BLEND 67%	  	18/13	  	0.0000	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	 
	 All 3# Tub
	 	13736-NUC	 	SBAL 67% BOX	  	6/3#	  	0.0000	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	 










			
		  	Confidential Treatment
	Manufacturing Agreement	  	 Page
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	GFA Brands, Inc. and Ventura Foods, LLC	  	March 2, 2007

  

 Schedule 10.3 
 Please see attached. 











			
		  	Confidential Treatment
	Manufacturing Agreement	  	 Page
 44
 of 47
	GFA Brands, Inc. and Ventura Foods, LLC	  	March 2, 2007

  

 Certain portions hereof denoted with “[***]” have been omitted pursuant to a request
for confidential treatment. An unredacted copy hereof has been filed separately with the United States Securities and Exchange Commission pursuant to a request for confidential treatment. 
  

			
	GFA/Ventura Freight Rates	  	Effective Date: February 27, 2007

 Rates reflected below are base rates only. Any applicable fuel surcharges should be billed as separate
line item on Ventura invoice. Ventura to update fuel surcharges upon change. 
 PORTLAND 
  

													
	 Customer #
	  	 Customer
 Name
	  	Ship-to-City	  	State	  	 Freight
 Rate
	  	 W/Fuel
 Charge
	  	 Notes

	10537-155	  	Supervalu	  	Billings	  	MT	  	***	  	***	  	Irregular pool truck – if no pool truck avail. Actual Rate (A)
	10537-212	  	Sherms	  	Medford	  	OR	  	***	  	***	  	No Pool truck. (A)
	10537-205	  	Fred Meyer	  	Layton	  	UT	  	***	  	***	  	GFA places orders to ship “with Ventura only” (A)
	10537-218	  	Associates	  	Farr West	  	UT	  	***	  	***	  	No Pool truck. (A)
	10537-003	  	Safeway	  	Bellevue	  	WA	  	***	  	***	  	Actual Weight
	10537-213	  	Safeway	  	Tacoma	  	WA	  	***	  	***	  	Regular rate x 6,000 lb if no other orders to same stop
	10537-220	  	Coastal Pacific	  	Kent	  	WA	  	***	  	***	  	No Pool truck.
	10537-225	  	Costco	  	Sumner	  	WA	  	***	  	***	  	Actual Weight
	
 (A)   Actual
freight procedure: Ventura to email rate to GFA in advance of shipment for approval.
  
 LOS ANGELES
  

	 Customer #
	  	 Customer
 Name
	  	Ship-to-City	  	State	  	 Freight
 Rate
	  	 w/Fuel
 Charge
	  	 Notes

	22050-003	  	Albertsons	  	Tolleson	  	AZ	  	***	  	***	  	Actual Weight
	22050-059	  	Safeway	  	Tempe	  	AZ	  	***	  	***	  	“
	22050-113	  	Bashas	  	Chandler	  	AZ	  	***	  	***	  	“
	22050-153	  	Kroger Co	  	Tolleson	  	AZ	  	***	  	***	  	“
	22050-004	  	Albertsons	  	Roseville	  	N CA	  	***	  	***	  	“
	22050-012	  	Unified	  	Stockton	  	N CA	  	***	  	***	  	“
	22050-017	  	C&S Whls.	  	W.Sacramento	  	N CA	  	***	  	***	  	Must be 6,000 lbs. Combined w/other orders
	22050-018	  	C&S Whls.	  	Fresno	  	N CA	  	***	  	***	  	Must be 6,000 lbs. Combined w/other orders
	22050-249	  	Nancy’s Specialty	  	Newark	  	N CA	  	***	  	***	  	LTL-Actual Cost
	22050-041	  	Albertsons	  	San Leandro	  	N CA	  	***	  	***	  	Actual Weight
	22050-054	  	Safeway	  	Tracy	  	N CA	  	***	  	***	  	“
	22050-080	  	Yosemite	  	Merced	  	N CA	  	***	  	***	  	“
	22050-142	  	Delightful Foods	  	Sacramento	  	N CA	  	***	  	***	  	LTL-Actual Cost
	22050-163	  	Raley’s	  	Sacramento	  	N CA	  	***	  	***	  	Actual Weight
	22050-180	  	Ralphs	  	Stockton	  	N CA	  	***	  	***	  	“












			
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 Los Angeles, cont’d 
  

													
	 Customer #
	  	 Customer Name
	  	Ship-to-City	  	State	  	 Freight
 Rate
	  	 w/Fuel
 Charge
	  	 Notes

	 22050-194
	  	Grocery Outlet	  	Modesto	  	N CA	  	***	  	***	  	Full truck load rate
							
	 22050-082
	  	Coastal Pacific	  	Ontario	  	S CA	  	***	  	***	  	No Pool truck – Actual cost (A)
							
	 22050-225
	  	Rockview Farms	  	South Gate	  	S CA	  	***	  	***	  	No Pool truck. Actual not to exceed T/L rate ($500) (A)
							
	 22050-224
	  	Frankly Natural	  	San Diego	  	S CA	  	***	  	***	  	No Pool truck – Actual cost (A)
							
	 22050-124
	  	Schreiber	  	Logan	  	UT	  	 	  	***	  	Full truck load rate
							
	 22050-123
	  	Schreiber	  	De Pere	  	WI	  	 	  	***	  	Full truck load rate
							
	 22050-261
	  	Schreiber	  	Styephenvile	  	TX	  	 	  	***	  	Full truck load rate
							
	 22050-282
	  	Schreiber	  	Carthage	  	MO	  	 	  	***	  	Full truck load rate
							
	 22050-074
	  	Ventura Foods	  	Portland	  	OR	  	***	  	***	  	 



	(A)	Actual freight procedure: Ventura to email rate to GFA in advance of shipment for approval. 

 Truckload Costs (FSC Additional) 
  

							
	Northern CA	  	***	  	Under 37,999#	  	*** CWT if over 38,000#
	Southern CA	  	$***	  	Under 37,999#	  	*** CWT if over 38,000#












			
		  	Confidential Treatment
	Manufacturing Agreement	  	 Page
 46
 of 47
	GFA Brands, Inc. and Ventura Foods, LLC	  	March 2, 2007

  

 Certain portions hereof denoted with “[***]” have been omitted pursuant to a request

 for confidential treatment. An unredacted copy hereof has been filed separately with the United 
 States Securities and Exchange Commission pursuant to a request for confidential treatment. 
  

			
	GFA/Ventura Freight Rates	  	Effective Date: February 27, 2007

 City of Industry 
  

													
	 Customer #
	  	 Customer Name
	  	Ship-to City	  	State	  	 Freight
 Rate
	  	 W/Fuel
 Charge
	  	 Notes

	22050-122	  	Albertsons	  	Tolleson	  	AZ	  	***	  	***	  	POL
	22050-093	  	Super Stores	  	Lathrop	  	N CA	  	***	  	***	  	POL
	22050-094	  	Albertsons	  	Vacaville	  	N CA	  	***	  	***	  	POL
	22050-101	  	Unified	  	Stockton	  	N CA	  	***	  	***	  	POL
	22050-106	  	C&S Whis.	  	W.Sacramento	  	N CA	  	***	  	***	  	Must be 6,000 lbs. combined w/other orders
	22050-116	  	Safeway	  	Tracy	  	N CA	  	***	  	***	  	POL
	22050-099	  	Albertsons	  	Brea	  	S CA	  	***	  	***	  	Pool rate-if no Pool truck-Actual cost
	22050-103	  	Albertsons	  	Irvine	  	S CA	  	***	  	***	  	Pool rate-if no Pool truck-Actual cost
	22050-107	  	C&S Whis.	  	La Mirada	  	S CA	  	***	  	***	  	Pool rate-if no Pool truck-Actual cost
	22050-112	  	Unified Western	  	Los Angeles	  	S CA	  	***	  	***	  	Pool rate-if no Pool truck-Actual cost
	22050-193	  	Safeway	  	Denver	  	CO	  	***	  	***	  	No Pool truck-Actual cost. (A) & $100 night drop chrg
	22050-206	  	Peyton	  	Fountain	  	CO	  	***	  	***	  	No Pool trunk-Actual cost. (A)
	22050-190	  	Kroger	  	Houston	  	TX	  	***	  	***	  	No Pool truck-Actual cost. (A)
	22050-217	  	H E Butt	  	San Marcos	  	TX	  	***	  	***	  	No Pool truck-Actual cost. (A)
	22050-104	  	Ventura Foods	  	Portland	  	OR	  	***	  	***	  	 



	(A)	Actual freight procedure: Ventura to email rate to GFA in advance of shipment for approval. 

 Notes: 

	1.	6000# Minimum does not apply on orders to Arizona. Rates apply to actual weight only. 


	2.	Rates will be reviewed and adjusted every 90 days, based on Ventura evaluation of actual incurred costs. 

  

									
	 	  	 Date
	  	 	  	 Approvals
	  	 
					
	 Greg MacIntosh
	  	  
	  		  	  
	  	
					
	 Bob Harris
	  	  
	  		  	  
	  	












			
		  	Confidential Treatment
	Manufacturing Agreement	  	 Page
 47
 of 47
	GFA Brands, Inc. and Ventura Foods, LLC	  	March 2, 2007

  

 Schedule 26.2 
 To be sent at a later time.