July 28, 2000



Mr. Pat Kelly
Hi-Country - Corona, Inc.
355 North Joy Street
Corona, California 92879

Dear Pat:

I refer to our  discussions  regarding  the  proposed  installation  by you of a
dedicated can line for our  carbonated  functional  drinks in 8.2-oz.  cans (the
"8-oz.  Line").  We  understand  that the  design  of that  line is such that it
contemplates  being able to utilize  certain  sections of and  equipment on your
existing 11.5-oz. aluminum line.

I confirm that you have had a number of discussions  with  representatives  from
Ball and Mateus Sales Company to determine the layout for and correct  equipment
for such line and together have  recommended  to us what  new/used  equipment is
necessary  therefor.  We have agreed to acquire  certain  specific  items of the
equipment  that will be  installed  and  utilized in that line,  whilst you have
agreed to acquire,  install and utilize the minimum equipment necessary for that
line  and  have  to  undertaken   responsibility   for  the   installation   and
commissioning of the 8.2-oz. Line including,  but not limited to, mechanical and
electrical  installation  of all  equipment in the 8.2-oz.  Line.  You have also
undertaken to operate, maintain and repair the entire Line in good condition, at
your cost, on an ongoing basis.

The  equipment  that you have  identified  to be purchased by us for the 8.2-oz.
Line from Mateus, which will be and remain our property, is as follows:

a.       New can rinser with twist fittings.
b.       Used Crown Cork and Seal UniBlend 40 valve with can filler Angelus 61H
         Seamer set for 202 x 211 cans.
c.       Filler and seamer change parts for 200 x 202 cans.
d.       Sander/Hansen Pasteurizer per proposal
e.       Mechanical and electrical removal and reassembly of pasteurizer.
f.       Estimated freight of pasteurizer based on five loads.
g.       Mojonnier L485RP Carbo-Cooler with L Flo-mix.
h.       Filtec FT-50 fill level inspector with ram reject.
i.       Option for dud detection/low CO2 monitoring.
j.       Change parts for used Standard Knapp Traymore 200 x 202 cans.
k.       New table top conveyor system with controls.
l.       New case conveyor

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This  equipment will be acquired by us directly from Mateus and be delivered and
installed on the 8.2-oz. Line ("the Mateus equipment").

In addition,  we will acquire from you, a standard Knapp Model 263 Traymore at a
price of $____ and an AVP Shrink  Bundler  at a price of $____ (the  "Hi-Country
Equipment").  The Hi-Country Equipment will also be installed in the 8.2-oz. can
line.  We will pay you  therefore  by adding  $0.05 to the  packing fee for each
24-pack case of 8.2-oz. cans that are packed on the 8.2-oz. Line, until paid for
in full.

Hi-Country undertakes to pack all of our requirements of 8.2-oz. products on the
8.2-oz.  Line, up to the maximum production volumes that such Line is capable of
producing. The 8.2 oz. Line will be dedicated to and be exclusively used for our
8.2-oz.  products. That Line shall not be used to pack 8.2-oz. cans on behalf of
any other parties without our prior written  consent.  In giving such consent we
shall be entitled to require the payment by such  parties to us of a royalty for
the use of our equipment on the 8.2-oz. Line at a rate to be determined by us.

We confirm  that it has been  agreed  that the pack fees that will be charged by
you to us to pack our 8.2-oz.  cans has been  agreed at $____ per 24-pack  case.
This fee is based on a minimum  of three (3)  flavors  per shift  (eight and one
half hours [8 1/2]). Included in the fee is the provision by you of pallet pads,
stretch  and/or  shrink  film.  Pallets  will  be  charged  at cost  plus  2.5%.
Production yield guarantee (per single flavor) shall be as follows:

Loss Allowance             Ingredients                        Packaging

Up to 8,000 Gallons            __%                                __%
8,000-16,000 Gallons           __%                                __%
16,000 Gallons plus            __%                                __%

However,  there will be no yield loss  allowance to Hi-Country in respect of any
ingredients or packaging supplied by Hi-Country.

We will supply ingredients and trays. However should we agree to any ingredients
or packaging  being  supplied by  Hi-Country,  the same will be supplied at cost
plus 2.5%.

Warehouse  for products is not  available  and products  will be moved within 24
hours after production.

CRV  processing  fee will be shown by  Hi-Country  as a  separate  line  item on
invoice and remitted to the State of California, if applicable.

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Terms:  Weekly invoicing, Net 30-days.

This agreement  will continue for a minimum period of seven (7) years.  The pack
fee will be subject to annual  adjustment  based on the lower of actual increase
in direct costs incurred by you or increase in the CPI for the Riverside area.

Upon  signature by you of this letter,  you undertake to implement the necessary
arrangements  for the immediate  installation  and  commissioning of the 8.2-oz.
Line. We will place a firm order  directly with Mateus for the equipment  listed
in (a) to (l) above, which will be delivered directly to your facility.

Upon the  termination of this agreement for any reason,  we shall be entitled to
disconnect and remove all of the Mateus and Hi-Country equipment purchased by us
and,  to this end,  you shall  afford us and/or our  representatives  reasonable
access to enable us to do so. We shall not be liable to pay any  compensation to
you in consequence of such removal.

If the terms of the  proposed  arrangements  between us as set out above in this
letter are acceptable to you, would you kindly sign a copy of this letter in the
space indicated and return a signed copy to us.

Thank you for your kind assistance and cooperation.

Kind regards,

HANSEN  BEVERAGE  COMPANY

/s/ Rodney C. Sacks

Rodney C. Sacks
Chairman of the Board


AGREED  AND  ACCEPTED

HI-COUNTRY - CORONA,  INC.

/s/ Patrick W. Kelly

July 28, 2000
Date

Source: OneCLE Business Contracts.