exv10w25






Exhibit 10.25




Amendment Agreement



This Amendment Agreement (“Agreement”) is made and entered into retroactively effective
as of this 31st day of July, 2008 by and among:



Pharma
Foods International Co., Ltd., a corporation organized and existing
under the laws
of Japan, having its principal place of business at 1-49,
Goryo-Ohara, Nishikyo-ku, Kyoto,
615.8245, Japan (hereinafter called “PFI”),



Jones
Soda Co., a corporation organized and existing under the laws of the State of
Washington, USA, having its principal place of business at 234 Ninth Ave N Seattle, WA
98109 (hereinafter called  “JONES”),



Mitsubishi
International Food Ingredients, Inc., a corporation organized and existing under the
laws of the State of Delaware, USA, having its principal place of
business at 5080 Tuttle
Crossing Blvd., Suite 400, Dublin, OH 43016 (hereinafter called “MIFI”), and



Mitsubishi
Corporation, a corporation organized and existing under the laws of Japan, having its
principal place of business at 2-3-1, Marunouchi, Chiyoda-ku, Tokyo, 100-8086, Japan
(hereinafter called “MC”),




WITNESSETH:



WHEREAS,
PFI, JONES, MIFI, and MC have entered into that certain Contract on
20th of June, 2007
(the “Original Agreement”), by which PFI agreed to sell to JONES, through MC, and MIFI, and
JONES agreed to purchase from PFI, through MC and MIFI, PHARMA GABA, and



WHEREAS,
PFI, JONES, MIFI and MC desire to amend certain terms of the Original Agreement,
including changes to reflect a delay in orders of Products (as defined in the Original
Agreement), and corresponding changes to the exclusivity period and Product specifications,
which such changes are set forth herein.



NOW,
THEREFORE, the parties hereby agree as follows:



Clause 1



Article 1.5 of the Original Agreement is hereby amended to read in its entirety as follows:





“The
rights of exclusivity granted by PFI to JONES under Section 1.2 shall terminate on
December 31, 2008.”


Clause 2



Article 4.1 of the Original Agreement is hereby amended to read in its entirety as follows:





“4.1, JONES shall submit a purchase order for 5 metric tons of the Product prior to
December 31st, 2008 (the “Committed Quantity”), and shall use its commercially reasonable
best efforts to purchase a target quantity of 22.5 metric tons of the Product (together
with the Committed Quantity, the “Contract Quantity”) from MIFI during
















 






the Term of this Contract. The Contract Quantity shall be calculated by ordered amount as of
the expected date of delivery of the Product to JONES. In addition to the Committed Quantity
for which JONES must submit a purchase order by December 31st (the “Order Date”),
JONES shall use its commercially reasonable  best efforts to order the remainder
of the Contract Quantity as follows:




	 	(i)	 	By July 31st, 2009: target quantity of 9 metric tons
	 
	 	(ii)	 	By July 31st, 2010: target quantity of 13.5 metric tons.”





Clause 3




Article 4.2
of the Original Agreement is hereby amended to read in its entirety as follows:





“4.2 JONES shall be obligated to submit a purchase order for the Committed Quantity
by no later than the Order Date. Notwithstanding anything to the contrary set forth in
this Agreement or in any purchase order or similar document, Jones shall pay for the
Committed Quantity as follows:




(i) On or before January 31, 2009, (“Payment Date”) Jones Soda shall pay fifty
percent (50%) of the purchase price of the balance quantity of five (5) metric tons (the “Balance Quantity” is equivalent to four point seven five {4.75) metric tons), such amount
being US$890,625, which shall be paid in cash by wire transfer of immediately available
funds into an account designated by MIFI, such wire transfer to be confirmed as received in
MIFI’s designated account no later than the first business day after the Payment Date.




(ii) The remaining fifty percent (50%) of the purchase price for such Balance Quantity
(US$890,625) shall be paid in six (6) equal monthly installments commencing on February
24th,
2009 and ending on July 26th, 2009, each such payment being equal
to US$148,437.50 (the “Installment Payments”), according to the following schedule.



Amount and Date MIFI shall receive payment from JONES




$148,437.50 by February 24,2009




$148,437.50 by March 25, 2009




$148,437.50 by April 24, 2009




$148,437.50 by May 22, 2009




$148,437.50 by June 25, 2009




$148,437.50 by July 26, 2009





(iii) JONES shall arrange for MIFI to receive the Installment Payments by being able
to make demands on an irrevocable, standby letter of credit arranged by JONES and issued by
KeyBank National Association in the form attached hereto as Exhibit A. Such letter of
credit is to be opened in favor of MIFI by February 19, 2009. JONES shall be responsible for
all cost, expenses and charges in connection with issuing such standby letter of credit,
including but not limited to confirmation commission.

















 






(iv) In the event JONES does not order the  full Committed Quantity at the time and in
the manner set forth above, or JONES does not open the letter of credit by February
19, 2009, JONES shall pay immediately to MIFI an amount equal to the difference
between the price for five (5) metric tons of the  Product constituting the Committed
Quantity and the amount actually paid by JONES for the Committed
Quantity (and
thereafter MIFI  shall pay to MC, and MC shall pay to PFI the corresponding amount), and
thereafter MIFI, MC and PFI shall each be entitled to terminate the Agreement without
observing the one-month notice period specified in Section 16 as its sole and
exclusive remedy.




(v) After
MIFI receives the US$890,625 in cash by wire transfer and the
letter of credit stated in the above article (iii), MC will ship to MIFI, and MIFI will
ship to JONES or to an entity that JONES designates, the Balance Quantity (in a single
shipment or in multiple shipments by May 31st 2009, as reasonably requested
by JONES), and JONES or its designee will accept the delivery. In the event JONES or
its designee does not accept any delivery by May 31st 2009, MC or MIFI may
dispose all or part of any portion of the Balance Quantity not yet accepted by JONES
at JONES risk and account. For the avoidance of doubt, JONES agrees that it shall be
deemed that MC and MIFI have completed any and all obligation with respect to the
delivery of such Balance Quantity upon such disposal.”



Clause 4



Subsections (a) and (b) in Article 13 of the Original Agreement are hereby amended to read in
their entirety as follows:




	 	 	 	 	 
	 

	 	“(a)
	 	To Pharma Foods International Co., Ltd.
	 

	 	Address
	 	1-49 Goryo-Ohara, Nishikyo-Ku, Kyoto 615-8245,
Japan
	 

	 	Attention
	 	Mujo Kim, President
	 

	 	Facsimile
	 	+81-75-394-0099
	 

	 	E-mail
	 	mujokim@fpharmafoods.co.jp
	 
	 	 	 	 
	 

	 	(b)
	 	To Jones Soda Co.
	 

	 	Address
	 	234 Ninth Ave N Seattle, WA 98109, USA
	 

	 	Attention
	 	Stephen C. Jones, CEO
	 

	 	Facsimile
	 	+1-206 624-6857
	 

	 	E-mail
	 	sjones@jonesoda.com”






Clause 5



The entry titled “Shelf Life” in the Specifications (set forth in Exhibit A to the  Original
Agreement) for all Products to be purchased by January 31st, 2009 is
hereby deleted in its entirety, such that the Specifications for such Product shall not
contain any reference or warranty with respect to Shelf Life.




Clause 6



This Agreement is effective as of the date hereof.





 









 








Clause 7



Except as
expressly amended hereinabove, all other terms and conditions of the Original Agreement shall
continue to be effective and remain unchanged.




Clause 8



This Agreement shall be governed by and construed and interpreted under the laws of New York
without reference to its principles governing conflicts of laws.



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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly
authorized representatives in separate counterparts (each counterpart to be considered an original
and each party to retain one such counterpart) as of the day and year first above written.




	 	 	 
	Pharma Foods International Co., Ltd.
	 	 
	President
	 	 
	 
	 	 
	/s/ Dr. Muju Kim
 

Date 3/12/09

	 	 
	 
	 	 
	Jones Soda Co.
	 	 
	CEO
	 	 
	 
	 	 
	/s/ Stephen C. Jones
 

Date 2/12/09

	 	 
	 
	 	 
	Mitsubishi International Food Ingredients, Inc.
	 	 
	CEO
	 	 
	 
	 	 
	/s/ Koji Shimizu
 

Date

	 	 
	 
	 	 
	Mitsubishi Corporation
	 	 
	General Manager
	 	 
	 
	 	 
	/s/ Nobuhiro Shirasu
 

Date 3/12/09