EXHIBIT 10.2 Agreement made as of March 1, 1999, between SWISS NATURAL FOODS, INC., a Delaware corporation (the "Company") and Ralph Ferrante (the "Executive") superseding prior agreement dated as of March 1, 1999. 1. EMPLOYMENT The Company hereby...

EXHIBIT 10.2

Agreement made as of March 1, 1999, between SWISS
NATURAL FOODS, INC., a Delaware corporation (the "Company") and Xxxxx Xxxxxxxx
(the "Executive") superseding prior agreement dated as of March 1, 1999.

1. EMPLOYMENT

The Company hereby employs Executive and Executive accepts employment
as an executive. Executive will travel as reasonably necessary and has
heretofore been his practice for the performance of his duties. Executive will
devote his skills and best efforts, as required, to advance the interests of the
Company.

2. TERM

2.1 The term of this Agreement will begin on March 1, 1999 and will
continue until February 28, 2002 unless sooner terminated.

3. COMPENSATION

3.1 The Company will pay Executive a base salary at the rate of one
hundred sixty-eight thousand ($168,000) dollars per annum and during the period
March 1, 1999 through February 29, 2000 ($80,000 of which is to be paid March 1,
1999 through August 31, 1999); a base salary of one hundred eighty-five thousand
($185,000) dollars during the period March 1, 2000 through
February 28, 2001 and a base salary of two hundred four thousand ($204,000)
dollars during the period March 1, 2001 through February 28, 2002. Said base
salary is to be paid no less frequently than monthly. Notwithstanding any
provision of this Agreement to the contrary, the Company may at any time or from
time to time, increase the base salary, provide for a bonus, or otherwise
increase or add to the benefits receivable by the Executive. In the event that
such base salary or benefit shall be so increased, then, from and after the date
of such increase, each base salary or benefit shall be so increased.

4. BENEFITS

4.1 Executive shall be eligible to participate in any plan adopted in
the future for the benefit of any employee of the Company, such as pension
plans, profit sharing plans, stock option or stock purchase plans, bonus,
investment funds, and group or other insurance or hospitalization plans and
benefits. In lieu of participating in a medical or life insurance program, the
Executive shall receive an allowance for medical insurance of thirteen thousand
($13,000) dollars for each of the periods March 1, 1999 through February 29,
2000 ($1,500 of which is to be paid March 1, 1999 through August 31, 1999),
March 1, 2000 through February 28, 2001 and March 1, 2001 and March 1, 2001
through February 28, 2002. The Executive shall receive an allowance for

life insurance of ten thousand ($10,000) dollars for the period March 1, 1999
through February 29, 2000 (to be paid January 1, 2000 through February 29, 2000)
and twelve thousand ($12,000) dollars for the periods March 1, 2000 through
February 28, 2001 and March 1, 2001 through February 28, 2002.

4.2 The Executive shall be given a car allowance of seventy-two hundred
($7,200) dollars for the period March 1, 1999 through February 29, 2000 (6,000
of which is to be paid March 1, 1999 through December 31, 1999 and $1,200 to be
paid January 1, 2000 through February 29, 2000; ninety-six hundred ($9,600)
dollars for the periods March 1, 2000 through February 28, 2001 and March 1,
2001 through February 28, 2002.

4.3 Executive shall be entitled to the equivalent of four weeks
vacation in each 12 month period.

4.4 The Company shall reimburse Executive for all reasonable business
expenses incurred in connection with the performance of his duties under this
Agreement or paid by Executive on behalf of the Company in accordance with the
Company's general policies regarding accounting for expenses.

4.5 All base salary payable under this Agreement will be subject to
applicable tax withholding if any.

5. TERMINATION

5.1 The Executive's employment hereunder shall terminate upon the
Executive's death, in which event the Company shall pay to the designee of the
Executive, or if there be no designee, to his estate, the salary to which he
would be entitled pursuant hereto through the date of his death and for a period
of one hundred eighty (180) days thereafter.

5.2 Disability. The Company may terminate the Executive's employment
hereunder by written notice to the executive if (i) as a result of the
executive's permanent incapacity due to physical or mental disability or illness
as determined by a physician mutually agreed upon by the Executive and the
Company and the Executive shall have been unable to perform a substantial
portion of his duties hereunder for a period of 180 consecutive days in any 12
consecutive months and (ii) within fifteen (15) days after written notice of
termination hereunder is given by the Company (which may be given at any time
after the end of such 180 days of absence) the Executive shall not have returned
to the substantial performance of his duties hereunder. During any period that
the Executive fails to perform his duties hereunder as a result of incapacity
due to physical or mental disability or illness (a "Disability Period"), the
Executive shall continue to receive his full base salary

hereunder until his employment is terminated pursuant to this Section provided
that payments so made to the Executive shall be reduced by the sum of the
amounts, if any, payable to the Executive for the Disability Period under any
disability benefit plans obtained by the Company.

5.3 Termination by Company. The Company may, pursuant to the procedure
prescribed in Section 6.5 below, terminate the Executive's employment hereunder
for "Cause." "Cause" shall mean any of the following:

(i) Executive is convicted of a felony including conviction under state
or federal laws of any embezzlement, theft relating to the Company or any of its
subsidiaries or affiliated entities;

(ii) Executive becomes an alcoholic or addicted to drugs;

(iii) Executive is convicted of a felony; and

(iv) Cause shall not include death or disability of the Executive.

5.4 Termination by Executive. The Executive may, pursuant to the
procedure prescribed in Section 6.5. below, terminate his employment hereunder
at any time, if with "Good Reason." "Good Reason" shall mean any of the
following (without Executive's express written consent):

(i) a material change or reduction in the position, duties,
status or reporting responsibilities; a removal from or failure to be elected to
a previously held position or failure to comply with Section 1 above, except in
connection with the termination of his employment for Cause, as a result of the
Executive's disability or death or termination by the Executive other than for
Good Reason;

(ii) a reduction in the Executive's compensation or benefits
provided in Sections 3 and 4; and

(iii) any material breach by Company of its material
obligations hereunder which breach is not cured within thirty (30) days after
written demand for performance which identifies the manner in which the
Executive believes that the Company has not performed its obligations hereunder
is delivered to the Company by the Executive.

5.5 Procedure to Terminate for Cause or With Good Reason. In the event
that (i) the Company proposes to terminate the Executive's employment for Cause
or (ii) the Executive proposes to terminate his employment with Good Reason,
then the Company or the Executive, as the case may be, shall give written notice
of such proposed termination to the other party, specifying such alleged Cause
or Good Reason, and the other party, shall have thirty (30) days from the time
of receipt of such notice to cure the alleged deficiency. In the event that the
Cause or Good Reason for termination, as the case may be, is not subject to cure
or is not, if subject to cure, acknowledged by the party proposing to terminate
to have been cured within thirty (30) days thereafter, then notice of such
proposed termination may be given by the party proposing termination to an
arbitrator or arbitrators, to be chosen pursuant to Section 13 hereof, who shall
determine if such proposed termination is in fact for Cause or with Good Reason,
as the case may be, and if curable, if any attempt at cure was successful.

the Company to the Executive other than for unpaid compensation and benefits to
the date of termination. If the arbitrator(s) shall determine that such proposed
termination by the Company was either without Cause, or that the Cause thereof
was appropriately cured as aforesaid, then the notices of proposed termination
theretofore given by the Company shall be deemed withdrawn and of no further
force or effect. Despite such adverse determination, the Company, acting through
its Board of Directors, may give notice to the Executive electing to terminate
the Executive's employment without Cause. In the event the Company nevertheless
after such adverse determination elects to terminate without Cause, the Company
shall continue to provide the Executive the compensation and benefits provided
in Section 3, 4 and 5 hereof for the remaining term of this Agreement.

If such notice of proposed termination shall have been given
by the Executive and the arbitrator shall determine that Good Reason for such
termination existed and, if curable, was not cured, then the Executive may
proceed to give notice of termination to the Company and the Company shall
continue to provide the Executive the compensation and benefits provided in
Section 3, 4 and 5 hereof for the remaining term of this Agreement. If the
arbitrator shall determine that Good Reason did not exist or that Good Reason
existed but was cured, then the notice of proposed termination theretofore given
by the Executive

shall be deemed withdrawn. Despite such adverse determination, the Executive may
give notice to the Company of his election to terminate his employment without
Good Reason, in which later event the Executive shall be entitled to receive his
unpaid compensation to the date of termination and to no further compensation
hereunder.

5.6 Leave of Absence. If the Executive is indicted or otherwise charged
by a governmental agency with having committed a felony or otherwise commit
misconduct which materially adversely affects the reputation of the Company, the
Company shall have the right to require the Executive to take a leave of absence
until such indictment or charge is satisfactorily resolved, or this Agreement
otherwise terminates in accordance with its terms or the Board of Directors
determines that no such material adverse effect persists. During any such leave
of absence, the Executive shall continue to receive all compensation and
benefits provided for to the same extent as if he had not taken a leave of
absence.

5.7 Mitigation. Executive shall not be required to mitigate the amount
of any payment provided for in this Agreement by seeking employment or
otherwise.

5.8 Effect of Termination. The termination of this Agreement shall not
result in a waiver or other termination of the liabilities of any party for a
breach of this Agreement or of any liabilities which, by their express terms or
by implication, survive the termination of this Agreement or Executive's
employment hereunder.

6. NON-COMPETITION.

6.1 Restrictive Covenant. If this Agreement is (i) terminated by the
Company pursuant to Section 6.3 or if the Agreement is terminated by the
Executive without Good Reason or by the Company with Cause, then for a period of
two (2) years following such termination date or (ii) if this Agreement expires
according to its terms then for a period of one (1) year following such
termination date, the Executive or any member of his family or any entity
controlled by Executive will not, directly or indirectly, in the geographic area
in which the Company does business as of the date of termination without the
prior written consent of the Company, directly or indirectly, act as an officer,
director, employee or stockholder of, or as a partner or principal in, any
business in which the Company is then participating, provided, however, that
nothing contained in this clause shall be deemed to prohibit the Executive from,
directly or indirectly, owning, as an investment, individually

not more than a 10% equity interest in any such operation or enterprise.

7. NOTICE. Any notice or other communication hereunder shall be in writing and
shall be personally delivered or sent by registered or certified mail, return
receipt requested, to the respective parties hereto as follows:

(a) If to the Company:

Swiss Natural Foods, Inc.
0000 Xxxxx 0X
Xxxxx Xxxxxxxxx, XX 00000

(b) If to the Executive:

Xx. Xxxxx Xxxxxxxx
0000 Xxxxx 0X
Xxxxx Xxxxxxxxx, XX 00000

The address of either party hereto above specified may be changed by
written notice to the other party.

8. INDEMNIFICATION. The Company will indemnify the Employee (and his legal
representative or other successors) to the fullest extent permitted by the laws
of the State of Delaware and its existing certificate of incorporation and
by-laws, and the Employee shall be entitled to the protection of any insurance
policies the Company may elect to maintain generally for the benefit of its
officers and employees, against all costs, charges
and expenses whatsoever incurred or sustained by him (or his legal
representatives or other successors) in connection with any action, suit or
proceeding to which he (or his legal representatives or other successors) may be
made a party by reason of his being or having been a director, employee or
consultant of the Company or its subsidiaries and affiliates.

9. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding between
the parties with respect to the subject matter hereof, superseding all prior or
contemporaneous negotiations, discussions and agreements (written or oral).

10. BENEFIT AND BINDING EFFECT. This Agreement shall inure to the benefit of and
be binding upon the successors and assigns of the Company but shall be personal
to and not assignable by the Executive. The Company may assign its rights and/or
obligations hereunder only with the prior written consent of the Executive.

11. AMENDMENT; WAIVER. This Agreement may be amended, superseded, cancelled,
renewed, extended or otherwise modified, and the terms or covenants hereof may
be waived, only by, and only to the extent provided in, a written instrument
executed by the party against whom such modification or waiver is sought to be
enforced, and no conduct, behavior or pattern of conduct or behavior shall
constitute, or be deemed to constitute, any such

modification or waiver. The failure of either party at any time or times to
require performance of any provision hereof shall in no manner affect the right
at a later time to enforce the same. No waiver by either party of the breach of
any term or covenant contained in this Agreement, in any one or more instances,
shall be deemed to be, or construed as, a further or continuing waiver of any
such breach, or a waiver of the breach of any other term or covenant contained
in this Agreement.

12. ARBITRATION. Any determination of whether any proposed termination is for
"Cause" or with "Good Reason" and any other dispute arising under this Agreement
shall be determined by arbitration in the City of New York in accordance with
the then prevailing rules of the American Arbitration Association, before an
arbitrator or arbitrators appointed pursuant to such rules, and the
determination of such arbitrator or arbitrators shall be final, binding and
conclusive on the parties. The prevailing party shall be entitled to recover
reasonable attorneys' fees and the costs of initiating the arbitration
proceeding.

13. HEADINGS. Any headings preceding the text of any of the Sections or
Subsections of this Agreement are inserted for convenience of reference only,
and shall neither constitute a part of this Agreement nor effect its
construction, meaning or effect.

14. SEVERABILITY. If any provision of this Agreement is invalid, illegal or
unenforceable, the balance of this Agreement shall remain in effect, and if any
provision is inapplicable to any person or circumstance, it shall nevertheless
remain applicable to all other persons and circumstances. If any provision of
this Agreement is too broad, in scope or duration or otherwise, as to be
unenforceable, such provision shall be interpreted to be only so broad as is
enforceable.

15. GOVERNING LAW. This Agreement shall be deemed to be a contract made under,
and shall be governed by, the laws of the State of New York and for all purposes
shall be construed in accordance with the laws of the State of New York.

16. ATTORNEYS' FEES. If any action at law or in equity, including an action for
declaratory relief, is brought to enforce or interpret the provisions of this
Agreement, the prevailing party shall be entitled to recover reasonable
attorneys' fees from the other party, which fees may be set by the court in the
trial of such action or may be enforced in a separate action

brought for that purpose, and which fees shall be in addition to any other
relief which may be awarded.

IN WITNESS WHEREOF, the parties have executed this Agreement
on the day of effective as of March 1, 1999.

SWISS NATURAL FOODS, INC.

By:

Xxxxx Xxxxxxxx

EXHIBIT 10.3

Consulting Agreement made as of March 1, 1999, between SWISS
NATURAL FOODS, INC., a Delaware corporation (the "Company") and Xxxxxxx Xxxx,
(the "Consultant") superseding prior agreement dated as of March 1, 1999.

1. ENGAGEMENT

The Company hereby engages Consultant and Consultant accepts engagement
as a business consultant. Consultant will travel as reasonably necessary and has
heretofore been its practice in the past for the Company.

2. TERM

2.1 The term of this Agreement will begin on March 1, 1999 and will
continue until February 28, 2002 unless sooner terminated as herein provided.

3. FEE

3.1 The Company will pay Consultant a fee at the rate of ninety-nine
thousand seven hundred-fifty ($99,750) dollars during the period March 1, 1999
through February 29, 2000 ($79,167 of which is to be paid March 1, 1999 through
December 31, 1999 and $20,583 to be paid January 1, 2000 through February 29,
2000), a fee to be paid of one hundred ten thousand ($110,000) dollars for the
period March 1, 2000 through February 28, 2001 and a fee of one hundred
twenty-one thousand ($121,000) dollars during the period March 1, 2001 through
February 28, 2002. Such fees to be paid no less frequently than monthly. As an
additional fee, Consultant shall receive a payment of forty-seven hundred fifty
($4,750) towards medical insurance and forty-seven hundred fifty ($4,750)
towards other insurance dollars for the period March 1, 1999 through February
29, 2000 (to be paid January 1, 2000 through February 28, 2000); forty-seven
hundred fifty ($4,750) dollars for each insurance for the period March 1, 2000
through February 28, 2001 and March 1, 2001 through March 1, 2002.
Notwithstanding any provision of this Agreement to the contrary the Company may
at any time or from time to time, provide for additional fees or bonus to be
received by the Consultant. In the event such fees are increased, then, from and
after the date of such increase, each fee shall be so increased.

4.1 The Company shall reimburse Consultant for all reasonable business
expenses incurred in connection with the performance of his services under this
Agreement or paid by Consultant on behalf of the Company.

4.2 Termination by Company. The Company may, pursuant to the procedure
prescribed in Section 5.5 below, terminate the Consultant's engagement hereunder
for "Cause." "Cause" shall mean any of the following:

(i) Consultant is convicted under state or federal laws of any
embezzlement, theft relating to the Company or any of its subsidiaries or
affiliated entities;

(ii) Consultant becomes an alcoholic or addicted to drugs;

(iii) Consultant is convicted of a felony; and

(iv) Cause shall not include death or disability of Consultant.

4.3 Termination by Consultant. The Consultant may, pursuant to the
procedure prescribed in Section 5.5. below, terminate his engagement hereunder
at any time, if with "Good Reason." "Good Reason" shall mean any of the
following (without Consultant's express written consent):

(i) Failure to comply with Section 1 above, except in connection with
the termination of his engagement for Cause;

(ii) a reduction in the Consultant's fees;

(iii) any material breach by Company of its material obligations
hereunder which breach is not cured within thirty (30) days after written demand
for performance which identifies the manner in which the Consultant believes
that the Company has not performed its obligations hereunder is delivered to the
Company by the Consultant.

4.4 Procedure to Terminate for Cause or With Good Reason. In the event
that (i) the Company proposes to terminate the Consultant's engagement for Cause
or (ii) the Consultant proposes to terminate his engagement with Good Reason,
then the Company or the Consultant, as the case may be, shall give written
notice of such proposed termination to the other party, specifying such alleged
Cause or Good Reason, and the other party, shall have thirty (30) days from the
time of receipt of such notice to cure the alleged deficiency. In the event that
the Cause or Good Reason for termination, as the case may be, is not subject to
cure or is not, if subject to cure, acknowledged by the party proposing to
terminate to have been cured within thirty (30) days thereafter, then notice of
such proposed termination may be given by the party proposing termination to an
arbitrator or arbitrators, to be chosen pursuant to Section 11 hereof, who shall
determine if such proposed termination is in fact for Cause or with Good Reason,
as the case may be, and if curable, if any attempt at cure was successful.

If, in the case of a proposed termination by the Company for Cause the
arbitrator(s) shall determine that Cause for termination existed and, if
curable, was not cured, then the Company, acting through its Board of Directors,
may proceed to give notice of such termination to the Consultant and this
Agreement shall be terminated without any further liability of the Company to
the Consultant other than for unpaid fees and benefits to the date of
termination. If the arbitrator(s) shall determine that such proposed termination
by the Company was either without Cause, or that the Cause thereof was
appropriately cured as aforesaid, then the notices of proposed termination
theretofore given by the Company shall be deemed withdrawn and of no further
force or effect. Despite such adverse determination, the Company, acting through
its Board of Directors, may give notice to the Consultant electing to terminate
the Consultant's engagement without Cause. In the event the Company nevertheless
after such adverse determination elects to terminate without Cause, the Company
shall continue to provide the Consultant the fees and benefits provided in
Section 3 hereof for the remaining term of this Agreement.

If such notice of proposed termination shall have been given by the
Consultant and the arbitrator shall determine that Good Reason for such
termination existed and, if curable, was not cured, then the Consultant may
proceed to give notice of termination to the Company and the Company shall
continue to provide the Consultant the fees and benefits provided in Section 3
hereof for the remaining term of this Agreement. If the arbitrator shall
determine that Good Reason did not exist or that Good Reason existed but was
cured, then the notice of proposed termination theretofore given by the
Consultant shall be deemed withdrawn. Despite such adverse determination, the
Consultant may give notice to the Company of his election to terminate his
engagement without Good Reason, in which later event the Consultant shall be
entitled to receive his unpaid fees to the date of termination and to no further
fees hereunder.

4.5 Mitigation. Consultant shall not be required to mitigate the amount
of any payment provided for in this Agreement by seeking other engagements or
otherwise.

4.6 Effect of Termination. The termination of this Agreement shall not
result in a waiver or other termination of the liabilities of any party for a
breach of this Agreement or of any liabilities which, by their express terms or
by implication, survive the termination of this Agreement or Consultant's
engagement hereunder.

4.7 The Consultant's engagement hereunder shall terminate upon the
Consultant's death, in which event the Company shall pay to the designee of the
Consultant, or if there be no designee, to his estate, the payments to which he
would be entitled pursuant hereto through the date of his death and for a period
of one hundred eighty (180) days thereafter.

4.8 The Company may terminate the Consultant's engagement hereunder by
written notice to the Consultant if (i) as a result of the Consultant's
permanent incapacity due to physical or mental disability or illness, which is
determined by a physician mutually agreed upon by the Consultant and the
Company, the Consultant shall have been unable to perform a substantial portion
of his services hereunder for a period of 180 consecutive days in any 12
consecutive months and (ii) within fifteen (15) days after written notice of
termination hereunder is given by the Company (which may be given at any time
after the end of such 180 days of absence) the Consultant shall not have
returned to the substantial performance of his services hereunder. During any
period that the Consultant fails to perform his services hereunder as a result
of incapacity due to physical or mental disability or illness (a "Disability
Period"), the Consultant shall continue to receive his full fee hereunder until
his engagement is terminated pursuant to this Section.

5. NON-COMPETITION.

5.1 Restrictive Covenant. If this Agreement is (i) terminated by the
Company pursuant to Section 4.2 or if the Agreement is terminated by the
Consultant without Good Reason or by the Company with Cause, then for a period
of two (2) years following such termination date or (ii) if this Agreement
expires according to its terms then for a period of one (1) year following such
termination date, the Consultant will not, directly or indirectly, in the
geographic area in which the Company does business as of the date of termination
without the prior written consent of the Company, directly or indirectly, act as
a consultant to any business in which the Company is then participating.

6. NOTICE. Any notice or other communication hereunder shall be in writing and
shall be personally delivered or sent by registered or certified mail, return
receipt requested, to the respective parties hereto as follows:

(a) If to the Company:

Swiss Natural Foods, Inc.
0000 Xxxxx 0X
Xxxxx Xxxxxxxxx, XX 00000

(b) If to the Consultant:

Xx. Xxxxxxx Xxxx
000 Xxxxxxxx Xx.
X. Xxxxxxxx, XX 00000

The address of either party hereto above specified may be changed by
written notice to the other party.

7. INDEMNIFICATION. The Company will indemnify the Consultant to the fullest
extent permitted by the laws of the State of Delaware and its existing
certificate of incorporation and by-laws, and the Consultant shall be entitled
to the protection of any insurance policies the Company may elect to maintain
generally for the benefit of its officers, employees, consultants, and others,
against all costs, charges and expenses whatsoever incurred or sustained by him
(or his legal representatives or other successors) in connection with any
action, suit or proceeding to which he (or his legal representatives or other
successors) may be made a party by reason of his being or having been a
consultant of the Company or its subsidiaries and affiliates.

8. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding between
the parties with respect to the subject matter hereof, superseding all prior or
contemporaneous negotiations, discussions and agreements (written or oral).

9. BENEFIT AND BINDING EFFECT. This Agreement shall inure to the benefit of and
be binding upon the successors and assigns of the Company but shall not be
assignable by the Consultant. The Company may assign its rights and/or
obligations hereunder only with the prior written consent of the Consultant.

10. AMENDMENT; WAIVER. This Agreement may be amended, superseded, cancelled,
renewed, extended or otherwise modified, and the terms or covenants hereof may
be waived, only by, and only to the extent provided in, a written instrument
executed by the party against whom such modification or waiver is sought to be
enforced, and no conduct, behavior or pattern of conduct or behavior shall
constitute, or be deemed to constitute, any such modification or waiver. The
failure of either party at any time or times to require performance of any
provision hereof shall in no manner affect the right at a later time to enforce
the same. No waiver by either party of the breach of any term or covenant
contained in this Agreement, in any one or more instances, shall be deemed to
be, or construed as, a further or continuing waiver of any such breach, or a
waiver of the breach of any other term or covenant contained in this Agreement.

11. ARBITRATION. Any determination of whether any proposed termination is for
"Cause" or with "Good Reason" and any other dispute arising under this Agreement
shall be determined by arbitration in the City of New York in accordance with
the then prevailing rules of the American Arbitration Association, before an
arbitrator or arbitrators appointed pursuant to such rules, and the
determination of such arbitrator or arbitrators shall be final, binding and
conclusive on the parties. The prevailing party shall be entitled to recover
reasonable attorneys' fees and the costs of initiating the arbitration
proceeding.

12. HEADINGS. Any headings preceding the text of any of the Sections or
Subsections of this Agreement are inserted for convenience of reference only,
and shall neither constitute a part of this Agreement nor effect its
construction, meaning or effect.

13. SEVERABILITY. If any provision of this Agreement is invalid, illegal or
unenforceable, the balance of this Agreement shall remain in effect, and if any
provision is inapplicable to any person or circumstance, it shall nevertheless
remain applicable to all other persons and circumstances. If any provision of
this Agreement is too broad, in scope or duration or otherwise, as to be
unenforceable, such provision shall be interpreted to be only so broad as is
enforceable.

14. GOVERNING LAW. This Agreement shall be deemed to be a contract made under,
and shall be governed by, the laws of the State of New York and for all purposes
shall be construed in accordance with the laws of the State of New York.

15. ATTORNEYS' FEES. If any arbitration action is brought to enforce or
interpret the provisions of this Agreement, the prevailing party shall be
entitled to recover reasonable attorneys' fees from the other party, which fees
may be set by the arbitrators, and such fees shall be in addition to any other
relief which may be awarded.

IN WITNESS WHEREOF, the parties have executed this Agreement
on the day of effective as of March 1, 1999.

Swiss Natural Foods, Inc.

By:

Xxxxxxx Xxxx

EXHIBIT 10.7

CONSUMERS GLASS
[Logo]
Consumers Packaging Inc.
------------------------
000 Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx X0X 0X0
Sales Office (000) 000-0000
Fax (000) 000-0000

March 30, 1995

Xx. Xxxxx X. Xxxxxxxx,
Chief Executive Officer,
Swiss Natural Foods, Inc.
0000 Xxxxx 0X,
Xxxxxxxxx, X.X. 00000

RE: GLASS SUPPLY AGREEMENT -- REVISED
-------------------------------------

Dear Xxxxx:

I would like to thank you for this opportunity, and look forward to growing the
Swiss Natural brand with you.

Below please find glass prices for both your 16 oz. Private bottle and the 16
oz. Industry bottle, mould 0322.

This supply proposal is based on a three-year commitment by both of our
organizations. The proposal is effective July 1, 1995 through July 1, 1998.

Consumers Glass has also committed to duplicate your 16 oz. Swiss Natural bottle
currently supplied by Xxxxx-Xxxxxxxx at no cost to Swiss Natural. In order to
get a return on our investment for the equipment, we need a minimum volume of
150,000 gross over a three-year period.

The cost of the equipment will go on a memo account and will be reviewed at the
end of the two years.

Prices are for bulk glass only, and are delivered prices to co-packer of your
choice in the Toronto area.

GLASS PRICES

* 16 oz. Swiss Natural - $12.60 U.S./gross
($2.10 U.S./case)

* 16 oz. Industry (0362) - $12.60 U.S./gross
($2.10 U.S./case)

The above prices are firm from July 1, 1995 - July 1, 1996. Pricing is subject
to increase after July 1, 1996 upon announcement of a U.S. industry increase.

MOULD COST - 16 OZ. SWISS NATURAL

* Memo Account - Rebateable $48,880.00 Cdn.
- Non-Rebateable 5,740.00
------------------
Total $54,628.00 Cdn.

TARGET VOLUMES

* 16 OZ. SWISS NATURAL

Year 1 - 50,000 gross (300,000 cases)
Year 2 - 100,000 gross (600,000 cases)

* 16 OZ. INDUSTRY (0362)

Year 1 - 35,000 gross (210,000 cases)
Test Market

Year 2 - Natural Roll Out
250,000 gross (1.5 million cases).

Consumers Glass is committed to provide Swiss Natural the quality and service
you require to continue to grow your business. If there is anything I can do at
any time, please do not hesitate to contact me directly.

Signature: Dated: Signature: Dated:

/s/ Xxxx X. Xxxxxx 30.3.95 /s/ Xxxxx X. Xxxxxxxx April 10,1995
------------------------------- ----------------------------------------
Xxxx X. Xxxxxx Xxxxx X. Xxxxxxxx
on behalf of CONSUMERS GLASS on behalf of SWISS NATURAL

CONSUMERS PACKAGING INC.

[Logo]

EMBALLAGES CONSUMERS INC.

000 Xxxxxxx Xxxxxx

Xxxxxxxxx, Xxxxxxx X0X 0X0

Telephone (000) 000-0000

November 13, 1998

Xx. Xxxxx X. Xxxxxxxx,
Swiss Natural Foods, Inc.
0000 Xxxxx 0X,
Xxxxx Xxxxxxxxx XX 00000
Via Fax: 000-000-0000

RE: November 12, 1998 Meeting Follow-up

---------------------------------------

Dear Xxxxx,

Thank you again for your time and hospitality on November 12, 1998.

As promised, I have gathered details on the issues we discussed and have
outlined them below. You were concerned about the following issues:

* 1999 Glass Production

* Mould Rebate for 16oz glass

* Overpayment of moulds for 16oz Glass.

1. GLASS PRODUCTION

In discussion with Anchor Glass, both your 12oz and 16oz containers are shop
loaded in our Salem plant in the U.S.A. for 1999.

Swiss Natural must evaluate our current inventory position on both containers
and advise when new glass production is required in 1999 based on your sales
forecast. These requirements need to also be firmed up with purchase orders.

2. 16OZ. GLASS SUPPLY AGREEMENT

On March 30, 1995, I confirmed in a letter to you the details of your pricing
for both glass and moulds. That information is as follows:

Glass prices

* 16oz. Private Swiss Natural container (Mould 0561)
* $12.60 U.S./gross
Note: This price has been firm for 3 years.

Xx. Xxxxx Xxxxxxxx
Page 2
November 13, 1998

3. MOULD COST

Consumers Packaging Inc. did not charge Swiss Natural for the cost of moulds up
front, nor did we amortize the cost of moulds in our glass price.

We charged on a memo account (Invoice #942854), $58,451.96 CDN$, over a 2 year
period. This invoice clearly stated "MEMO ACCOUNT" for which payment was not
expected. We also forward to you credit notes as you reach rebate plateaus.
These rebate plateaus are evaluated in 1/3 increments. The credit notes are
strictly a paper trail indicating your position towards full amortization of the
mould.

4. 12OZ MOULD COST

We have recently invoiced you incorrectly for the above moulds. That invoice has
been cancelled and a new invoice "MEMO ACCOUNT" has been issued.

This invoice, again, is on a "MEMO ACCOUNT" and payment is NOT expected, nor
has the cost of the 12oz mould been amortized in the glass container price.

The rebate volume for the 12oz mould is 80,000 gross over 2 years.

Xxxxx, I hope this clarifies the issues we discussed. Should you have further
questions, please contact me directly.

Kind Regards,

/s/ Xxxx X. Xxxxxx

--------------------------------------
Xxxx X. Xxxxxx

Regional Director, Ontario & Western Sales

JBZ:dw

cc: Xxxxxx Love, Anchor Glass
Xxxx Xxxxxxxxx, Anchor Glass
Xxxx Xxxxxxxxx Xxxxxxxxx, Anchor Glass
Xxxx Xxxxxxx Xxxxxxxxx, Anchor Glass
Xxxxxx Xxx Xxxxxx Xxxxxxxxx, Consumers Glass
Xxxxx Xxxxxx, Consumers Glass

GENERAL INFORMATION
PAGE 1

DATE: January 4, 1999

------------------------------------------------------------------------------

Information set out herein is general and subject to exceptions.

EASTERN CANADA - comprises all points from and including Newfoundland to and
including Thunder Bay.

WESTERN CANADA - comprises all points West of Thunder Bay to the Pacific Ocean.

TERMS

SALES TAX - extra, at rate effective at time of shipment, unless otherwise
indicated.

TERMS OF SALES - Net 30 days (on approval of Credit Department).

LATE PAYMENT PENALTY - 1 1/2% PER MONTH WILL BE CHARGED ON OVERDUE ACCOUNTS.

CASH DISCOUNT - 1% 10 days, calculated on the invoice value of glass, ACL, and
cartons, including GST and Provincial Sales Tax, if applicable, but not
including freight charges. Cash discount applicable to C.O.D. as well as net
terms.

PALLETS, NEW MOULDS AND ALTERATIONS, ART & SCREEN CHARGES - No cash discount
applicable.

Orders for other than standard stock xxxx will be made up as closely as possible
to quantity ordered, but Purchaser agrees to accept quantities under or over,
within reasonable limits, as complete fulfillment of the order.

THE STANDARD ORDER TERM is four months. The terms for Liquors and selected SSL
containers is six months. These terms will be printed on Purchase Order
confirmations. For orders less than the minimum run, terms and pricing are to be
defined by PRICING.

MAKE & SHIP DISCOUNT is offered at a 4% discount off published book prices.
Glass is to be shipped within forty-eight hours of manufacture, weekends and
holidays excluded. Orders are to be clearly identified and booked at least
forty-five days in advance. This discount does not apply to Distributors.

GENERAL INFORMATION
PAGE 2

DATE: January 4, 1999

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PRE-INVOICE POLICY - CHARGE UP

ANY XXXX LEFT ON HAND AT THE END OF THE TERM IS OVERDUE, AND IS SUBJECT TO
PRE-INVOICING. Charge-up invoices are to be issued for full value of xxxx on
hand immediately order becomes overdue, coincidental with which monthly storage
will be applicable.

EXPIRY DATE, calculated in calendar months, shall be from date of first
requirement, or first manufacture, whichever is later.

The manufacturer shall not be responsible for loss or damage to goods, including
cartons, resultant from inability to deliver overdue goods which have been in
inventory eight months or more, due to packaging deterioration, handling loss,
etc. Subject to the foregoing, the adjustment xxxxxxxx/credits following final
shipment of charged-up xxxx must have an invoice value of a minimum of $50 for
processing.

STORAGE CHARGES - are $15/pallet. They will be assessed on a prepaid monthly
basis with first full month's storage chargeable coincidental with charge up for
quantity remaining in stock at close of business day of charge up. Charges will
be on an item basis with a minimum of $50 per item. Xxxx remaining in stock
three months after charge up will be subject to storage at $30/pallet. Following
30 days' notice to our customers, all xxxx in inventory for at least seven
months will be subject to disposal instructions. Xxxx will be shipped or
scrapped during the eighth month with cost of disposal to customer's account.
Cullet values where applicable will be credited to customer's account.

It may be to the customer's advantage to take title to pre-invoiced inventory
and store at offsite locations. Consumers Glass will assist in this transfer.
Details available at regional offices.

PACKAGING POLICY

CUSTOMER'S PACKAGING - Where customers supply their own packaging, it is a
requirement that full quantity be available for release from carton manufacturer
at time of our initial production. An exception is wehre quantity available for
release for each production is not less than quantity shown for the price at
which order is booked. If quantity available for release is less than that
required for quantity at which order is priced, order must be priced according
to quantity of each package release. Packaging will be released from
manufacturer by Consumers Glass in such quantities as not to penalize customer
cost-wise.

GENERAL INFORMATION
PAGE 3

DATE: January 4, 1999

------------------------------------------------------------------------------

Consumers Glass reserves the right to approve packaging suppliers, ISO approved
suppliers are preferred.

Storage will be charged at $15.00 per month per pallet for customer owned empty
packaging where there is no purchase order for glass on hand to fill the
cartons.

Policy covers normal or standard type packaging suitable for assembly on
automatic sealing machines. If packaging that is to be supplied is of double
wall construction or requires special operation for set up or assembly, a sample
must be submitted to PACKAGING SERVICES for costing and report to PRICING for
possible handling surcharge.

Packaging while in our possession is insured against fire and theft. However,
due to hazards connected with handling, we shall only be responsible for losses
shown below for quantities delivered to Consumers Glass.

In excess of 1% of packaging, including components, when outers are not over
No. 30 brightness;

In excess of 2% of packaging, including components, when outers are over No.
30 brightness;

In excess of 3% of take-home carriers;

If the customer requests production to be cut, resulting in empty customer
packaging remaining on hand, the Account Manager will arrange to send them to
the customer.

Claims for carton loss in excess of these allowances must be sent to Consumers
Glass within a reasonable time after the loss is incurred. There shall be no
responsibility for unused packaging remaining on hand eight months.

Packaging is to be delivered to our factory free of cost to us and only upon our
release.

Where we are requested to supply interior packing for customer's own packaging
refer to PRICING.

Requests for short-height trays and trays with collapsible score lines, will be
reviewed by PACKAGING SERVICES in conjunction with SALES.

GENERAL INFORMATION
PAGE 4

DATE: January 4, 1999

------------------------------------------------------------------------------

Where acceptable and subject to safety aspects, extended storage and/or distant
shipping conditions, pallets may be restricted to half heights (double decked)
at time of shipment.

REDUCED HEIGHT PALLETS WILL ATTRACT A 1% SURCHARGE FOR EACH TIER LESS THAN
OPTIMUM, TO A MAXIMUM OF 5%. WHEN IT IS TO CONSUMERS GLASS' ADVANTAGE, THERE IS
NO SURCHARGE FOR HALF PALLETS THAT ARE DOUBLE-DECKED.

UNASSEMBLED "U" SHAPE PARTITIONS

- 1/2 dozen pack 2-part partition will attract handling charge 8(cent)/carton.

- 1 dozen pack 4-part partition will attract handling charge for
22(cent)/carton.

MADE-UP CARTONS - will not be accepted.

USED PACKAGING - We do not accept the return of used packaging, either
customer's own or Consumers Glass' packaging for reuse.

KD PACKAGING - Enquiries for small lots up to 2000 of stock or package deal KD
reshipper packaging (where available) will price at published selling price plus
25% converted to nearest cent per unit. Small pack handling charge, if any, or
machine charge for package deal items not to be included, including COCs,
minimum shipment of full pallet or unitized loads only. The customer is
responsible for freight costs. On prepaid shipments to Toronto or Montreal,
there is a charge of $15.75 per pallet.

PACKAGE DEALS - We will supply packaging on the basis of specifications and
printing. Upon request, PACKAGING SERVICES will develop specifications, and
PURCHASING will negotiate competitive costs for quotation. All package deals are
to be made on the basis of cost at time of purchase plus the following standard
financing/service charges (which are applicable to the outer as well as the
inner components according to the brightness of the outer package board).

KRAFT BOARDS - (not over #30 brightness) 8%
PEARL BOARD - (over #30 brightness) 9%
TAKE-HOME CARRIERS 10%

PRICE WILL BE NEGOTIATED AT TIME OF CORRUGATED INDUSTRY PRICE INCREASE.

GENERAL INFORMATION
PAGE 5

DATE: January 4, 1999

------------------------------------------------------------------------------

PRINTING AND STEEL RULE DIES - Where required and customer does not supply, we
will arrange for same, charging customer at cost PLUS AN ADMINISTRATION CHARGE
OF 20%.

MULTIPLE PACKS - Where more than one pack is involved for packing of any one
item, either by size, type, or printing etc., total quantity will govern price.
Any pack that is less than 50% of the minimum list quantity for capacity
involved will be subject to a one-month term. Policy applies to packaging
supplied by customer or by Consumers Glass.

MULTIPLE PACKS INVOLVING TAKE-HOME CARRIERS - May be pooled to earn a quantity
glass price. Minimum order for any single pack is 500 gross. Orders for lesser
quantities will be subject to a 3% surcharge on the glass price and be a
one-month term.

TAKE-HOME CARRIERS - A set-up charge will apply where customer uses carry-home
packs of standard one-piece design, quick snap assembly to be set up and
inserted in customer's or Consumers Glass' outer packing. All take-home carriers
must be new material.

4(cent)/carrier, to and including 16 oz. size, and not over 8 pack;
8(cent)/carrier, over 16 oz. size; or over 8 pack, 16 oz. size and under.

If Consumers Glass is requested to develop outer package, samples of customer's
take-home carriers must be submitted to PACKAGING SERVICES in order to
facilitate outer package design.

TABLOCK CARTONS - This feature involves retention tabs, made in the slotting
operation, which lock top flaps down at diagonal corners (manufacturers joint
and opposite) creating an open top when set up. Handling charge of
4(cent)/carton applies.

MINIMUM PACKS - are indicated on price screens. For lesser packs refer to
PRICING.

PALLET STABILIZATION WRAP (PSW)

PSW will be supplied on all tray packs
PSW can be supplied on cartons at customer's request
PSW to be charged where supplied, EXCEPT;

Ref./XX Xxxxx/Sodas in tray or tablock cartons packs
Items in service trays at service carton prices
Pallet piling stability problem items

GENERAL INFORMATION
PAGE 6

DATE: January 4, 1999

------------------------------------------------------------------------------

Charges for PSW applied at time of manufacturing are:

43 x 57 pallet - 4.26/pallet
46 x 53 slip sheet - 4.26/pallet
40 x 48 pallet/slip sheet - 3.76/pallet

UNSHRUNK POLYETHYLENE BAGS OR HOODS AS DUST PROTECTORS:

On request, we will supply unshrunk hoods extending downward 36" from top of
pallet, at following charges per pallet:

HOOD
43 x 57 pallet .90
46 x 53 slip sheet .84
40 x 48 pallet/slip sheet .77

PRICING

Prices are per gross of glass, unless otherwise noted, and are determined by
the following basic specifications, in accordance with appropriate price list.

1. Shape 5. Diameter/width
2. Nominal/brimful design capacity 6. Finish size/type
3. Overall height 7. Order quantity/item
4. Mean design weight 8. Packaging

GLASS FINISHES - List prices are essentially for xxxx made with standard GPI
finishes. Enquiries for other finish types, or finishes subject to other than
standard tolerances, to be referred to PRICING.

FINISHES OR BOTTOM PLATES - Where two different finishes and/or bottom plates
are required on one item, total quantity ordered will govern price, providing
quantity of either finish and/or bottom plate is not less than equivalent
one-day run. Any individual SKU for equivalent two manufacturing days or less -
term to be defined by PRICING.

Where an item is SSL, with one finish and/or bottom plate, and is required with
another finish and/or bottom plate, it will be priced as MTO.

GLASS COLOUR - List prices apply for Xxxxx, Xxxxx or Emerald Green.

GENERAL INFORMATION
PAGE 7

DATE: January 4, 1999

------------------------------------------------------------------------------

Special colours are available as shown. The surcharges are applied to the base
price. The minimum production for a given colour on the colour feeder is two
weeks. Orders can be accumulated to achieve the minimum requirements. Shorter
runs will attract a surcharge.

COLOUR SALES CLASS/COLOUR CODE
Xxxxxxx Xxxxx Xx7 5%
Champagne Green Xx9 15%
Light Xxxxx Xxxxx 418 15%
Topaz 428 15%
Light Emerald Green 448 15%
Antique Green 458 25%
Reflex Blue 718 15%
Light Blue 728 10%
Ice Blue 738 15%
Dead Leaf Green 748 15%
Cobalt Blue 768 15%
Ice Blue Juice 778 15%
Arizona Cobalt 788 30%
Xxxxxx Blue 798 15%
Smoke 808 15%

F.O.B. - Where customer requests two destinations be combined for pricing
purposes, customer is to choose one F.O.B. point. A separate order should be
entered and cross-referenced.

SPECIFICATIONS - Capacity must qualify in correct capacity group, but where
height, weight, diameter or width fall between two listed maximum
specifications, price applicable to higher specification will apply.

WEIGHT - Mean design weight will be used for pricing purposes. There will be no
reduction in price for bottles made at lighter weight than lightest weight shown
for capacity. Bottles designed at intermediate weights will price at next higher
weight.

OVER SPECIFICATION CHARGES - When height and/or weight and/or diameter or width
exceed maximum specification shown, price from highest group within proper
capacity and add surcharge as follows:

Overheight - $2.55/gross each 1/2 inch or fraction
Overnight - $2.55/gross each ounce or fraction
Overdiameter/Overwidth - $2.55/gross each 1/4 inch or fraction.

However, where an item exceeds a particular specification, but that
specification is constant to the highest group within the capacity, price at
lowest group where other specifications are met and add surcharge.

GENERAL INFORMATION
PAGE 8

DATE: January 4, 1999

------------------------------------------------------------------------------

GLASS HANDLES - Price lists for Glass Handle jugs (GH-01) and Narrow Mouth foods
(NM-03) include glass handles. For all other lists, items with glass handles
will price from appropriate list with surcharges as follows:

Neck Ring Shoulder/Body
Glass Handle Glass Handle
------------ ------------
up to and including
40 oz. capacity $3.31/gross $ 9.26/gross
Over 40 oz. capacity $6.62 gross $17.64 gross

STANDARDS STOCK LINE (SSL) - Such items have fixed specifications such as
colour, finish, type of packing, and quantity per carton.

MADE TO ORDER (MTO) - Includes private moulds and stock moulds not included
under SSL.

SHORT RUN ORDERS - All manufacturing orders for less than the lowest quantity
shown for a specific mould are to be approved by PRICING.

Orders for less than minimum production are to be referred to Pricing for price
determination.

REPACKING - Cartons/Trays - Charges as shown are for standard type one-tier
packaging. For other types, refer to PRICING. Disposal instructions for
customer's packaging must be available. Add appropriate PACK FROM charge to
appropriate PACK TO charge for total repacking charge. The price of the
discarded packaging is added to the repacking charge.

PER GROSS OF GLASS

MINIMUM
DOZEN PACK FROM PACK TO
------ --------- -------
2 $5.00 $ 5.00
1 7.72 8.82
1/2 15.23 17.33
1/3 24.15 27.30

GLASS SAMPLING - Customer requested samples, run at Consumers Glass'
convenience, are chargeable as follows: - $8,000 flat charge
including maximum 1 gross of samples.

- Quantities in excess of 1 gross, refer to PRICING.
- For special coloured glass samples, refer to PRICING.
- Samples shipped in service cartons or trays at above charges.

GENERAL INFORMATION
PAGE 9

DATE: January 4, 1999

------------------------------------------------------------------------------

CUSTOMER CLAIMS - QUALITY - SERVICE

FOR CLAIMS CONSIDERATION, THE FOLLOWING CONDITIONS MUST BE MET:

1. Immediate notification by the customer of the problem and intention to claim.

2. Full co-operation with Consumers Glass to mitigate the claim - adopt the
most cost-effective approach to resolve the problem.

3. Submission of qualitative and quantitative evidence of losses incurred.

4. Claims limited to direct out-of-pocket costs proven to be a result of a
quality or service deficiency.

BLOW MOULD CHANGE PRICING (DESIGN PLUS)

This concept is defined as pricing based on the total quantity of two or more
containers produced sequentially and requiring blow mould and bottom plate
changes only.

Standardization of blow mould and blank designs is required within the following
parameters:

1. Common neck diameters.

2. Common weight

3. Common finish

4. Height could vary +1/16"

5. Body profiles/diameters or combination could vary +3/64"

For containers falling within these parameters and ordered to be produced
sequentially, we offer Blow Mould Change pricing, provided that the order for
each container is a minimum of one-half of published minimum production runs.
The price for the container with the greatest volume is based on the combined
quantity of the orders. The other containers will have a 10% surcharge. The
order period will be the same for all orders.

GENERAL INFORMATION
PAGE 10

DATE: January 4, 1999

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SERVICES

PRESSURE SENSITIVE FILM LABEL (PSFL) ROUND BOTTLES ONLY
Price of labels and application is dependent on:

- number of labels
- size of labels
- printing process and number of colours
- film type
- quantity per design
- ease of operation

Label Development Costs are to be handled between the customer and label
supplier. No costs will be incurred by Consumers Glass.

The customer is responsible for label obsolescence.

Dependent on the container and label, additional labelling equipment may be
needed. This influences the minimum quantity required and pricing.

PLASTI-SHIELD - Items for which no lists are published should be referred to
PRICING.

PLSS LABEL DEVELOPMENT CHARGE - For customer's account and should be between the
customer and the label supplier.

Please consult with PRICING for details.

BULK PALLETIZATION - On round, straight-sided xxxx, the following will apply:
Refer other shapes to PRICING.

MINIMUM
QUANTITY EAST/WEST
-------- ---------
3-Day Production Glass only
2-Day Production Glass only plus 40(cent)/gross
1-Day Production Glass only plus 80(cent)/gross
For lesser quantities, refer to PRICING.

STRAPPING of pallet loads will be free of charge, as well as PSW applied at our
option for stability purposes.

TIER SHEETS are to be returned to Consumers Glass.

PICTURE/TOP FRAMES - subject to deposit of $6 each.

FREIGHT involved in return of re-usable material will be for customer's account.

GENERAL INFORMATION
PAGE 11

DATE: January 4, 1999

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FREIGHT POLICIES

MINIMUM SHIPPING RELEASE is a full load on AT LEAST A 53' VAN. On shipments for
less than full loads, a charge of $1,000 will be assessed. No release for less
than eight pallets will be acceptable. In addition, there will be no part
pallets on combined loads.

REFUSED/RETURNED LOADS - Will be assessed the cost to cover outbound and inbound
freight on prepaid accounts; when freight out and returned is for customer's
account, there is an administration charge of $120.

DEMURRAGE - A daily demurrage charge of $65 applies where customers hold
trailers. (Trailer dropped - no tractor or driver).

DETENTION - Detention occurs when Consumers Glass' drive or agent is detained at
the customer two hours beyond the scheduled appointment time. There will be a
$65/hour charge commencing with the third hour of detention. Detention will not
be accepted by Consumers Glass or charged by Consumers Glass unless there is
written proof of arrival and departure time with which to verify the detention
charge to the customer.

DETENTION AND DEMURRAGE CHARGES can be assessed concurrently with the same load.

THE BILLING OF DEMURRAGE AND DETENTION WILL BE DONE BY DIRECTOR CUSTOMER SERVICE
BASED ON INFORMATION SUPPLIED BY THE LOAD DISPATCH.

F.O.B. POINTS

Prices are F.O.B. factory Montreal, Toronto, Bramalea, and Lavington in minimum
truckload quantities.

Prices are F.O.B. Scoudouc, except WISPA wines.

FREIGHT EQUALIZATION

ATLANTIC PROVINCES & EASTERN QUEBEC

Shipments ex Scoudouc are collect. Shipments to Newfoundland may be prepaid with
a charge for actual freight.

Shipments ex-Montreal of minimum truckload quantity to be prepaid with freight
charge as indicated F.O.B. field to read "F.O.B. Scoudouc."

GENERAL INFORMATION
PAGE 12

DATE: January 4, 1999

------------------------------------------------------------------------------

FREIGHT CHARGES FOR EX MONTREAL
SHIPMENTS TO EQUALIZE ON SCOUDOUC

TRUCK RATES SUBJECT TO FUEL SURCHARGE IN EFFECT AT TIME OF SHIPMENT.

EASTERN CANADA - MARITIMES - Equalized Scoudouc.

On direct customer shipments from Central Canada, we prepay and charge the
indicated rates. Shipments from Scoudouc are collect.

TO: MTL. EQ.
NOVA SCOTIA POINTS SCOUDOUC

------------------ --------

Coldbrook $676.00
Dartmouth 567.00
Halifax 567.00
Kentville/Berwick 654.00
Malagash 385.00
Truro 425.00

TO: NEW BRUNSWICK POINTS

--------------------

Campbellton $638.00
Chatham 365.00
Grand Falls 722.00
Moncton 157.00
Okomocto 428.00
Saint Xxxx 370.00
Scoudouc ----
Woodstock 565.00
Sussex 235.00

TO: XXXXXX XXXXXX ISLAND

--------------------

Charlottetown $470.00

GENERAL INFORMATION
PAGE 13

DATE: January 4, 1999

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PALLET REGULATIONS

Any freight charges assessed by transportation companies for carrying of pallets
will be for customer's account. This applies to both outbound loaded shipments
and return of empty pallets to our factory/warehouse location. We will, however,
deliver on pallets subject to conditions of standard services. Empty pallets may
be returned to nearest Consumers Glass factory/warehouse at customer's option.

PALLET DEPOSIT - $18.00

A DEPOSIT OF $18 will be charged on each pallet left with customer, including
those used as stabilizers or dunnage. Credit computed on same basis will be
issued upon return of pallets in good condition.

MOULD POLICY

MOULD EQUIPMENT AND MOULD ACCESSORY CHARGES - reflect a cost-sharing policy and
are applicable when supported by initial glass order to minimum base quantity.
For lesser glass quantities refer to PRICING.

A signed purchase order from the customer must accompany a mould requisition.

TERMS - Net 30 days.

MOULD CHARGES - Charges do not constitute purchase of moulds. Moulds must remain
in our possession, but we will be responsible for storage, repair as may be
necessary, and maintenance in proper operating condition as long as the item
remains active. Moulds are considered to be inactive when not operated for a
period of two years.

REPLACEMENT OF MOULD EQUIPMENT for containers that carry a four-year volume less
than the rebate quantity shown on the Mould Charge Schedule will be invoiced
rebatable charges with payment based on Memo Account. The balance remaining in
this account at the completion of this term will be due.

REPLACEMENT MOULD EQUIPMENT for containers that carry a four-year volume less
than the rebate quantity shown on the Mould Charge Schedule will be invoiced
rebatable charges upon completion. Any rebates earned will be credited.

DUPLICATION OF COMPETITIVE MOULDS - Consumers Glass will duplicate competitor's
moulds and charge rebatable amount only, provided duplication is exact in all
respects.

GENERAL INFORMATION
PAGE 14

DATE: January 4, 1999

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MOULD WORD HELD, CHANGED OR CANCELED - When customer places a "hold" during
mould manufacture, a charge on basis of full cost plus an administration charge
will be made, if release is not given within 60 days of notification.

A revision to the original mould order may attract further charges for mould
equipment. Refer these instances to PRICING for resolution.

ALTERATIONS to existing mould equipment, which are required by customer, will be
chargeable at cost plus an administration charge. Where cost exceeds
non-rebatable amount, the difference will be rebatable as per the policy.

MOULD OBSOLESCENCE - when a customer discontinues using or replaces a mould with
an unearned rebate, the rebate will be forfeited and any unpaid rebatable charge
will immediately become due for payment.

BLOW MOULD CHANGE MOULD CHARGES WITHIN CUSTOMER GROUP - The primary mould
(highest volume) is priced according to the price book for the appropriate mould
group. The remaining moulds are priced at 60% of the mould charge for the
appropriate mould group. This amount is fully rebatable upon shipment/billing of
the published rebatable quantity. The applicable non-rebatable engineering
applies for each subsequent mould.

UNIT MOULDS developed at customer's request will be subject to unit mould charge
of $25,600 for round moulds or $30,800 for other shapes, plain or decorated. If
unit mould is approved and order placed for a full set of equipment at full
mould charges, unit mould charge will be fully refunded. Sampling charges as
published will apply to all customer requested glass sampling.

WITH A GLASS HANDLE in the neck, shoulder or body (other than in the finish) the
appropriate non-rebatable mould charge - group 3 or 6 will be increased by
$8,400 without change to the listed rebatable amount. If other than round or if
the handle area is cut away so as to alter the true round shape, group #6
applies.

THE SHARP HIGH COLLAR (SHC) FEATURE will increase the non-rebatable mould charge
by $7,000 without change to listed rebatable amount.

NEW BOTTOM PLATES (non-rebatable)

Regular - $3,100/set. Fancy design decoration - $4,400/set.

Plus $13.00/letter or numeral - Consumers Glass identification excepted.

Requests for additional lettering on existing plates treated as alteration at
cost.

GENERAL INFORMATION
PAGE 15

DATE: January 4, 1999

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NEW NECK RINGS

To and including 38 mm but not including glass handles - $16,500
Over 38 mm and including all mm sizes with glass handles - $25,600.

Only amount in excess of appropriate mould group number non-rebatable charge is
rebatable on regular basis.

MOULD STORAGE COSTS to charge customers for moulds that remain inactive over two
years, in order to ensure that these storage costs are recovered.

In September of each year, the Mould Controller issues scrap requests for all
items inactive for at least two years. There are three options available to the
customer:

a) Mould to be scrapped. No charge applicable.
b) Moulds to be crated and shipped to customer. Charge to be applied.
c) Moulds to remain at Consumers Glass. Storage charges to be applied.

In order to ensure these charges are raised, a form will be attached to the
scrap requests. If option "B or C" is selected, the Account Manager should route
a copy of this form to the appropriate CSR, who will then be alerted to raise an
invoice to the customer for either mould storage or creating charges. The CSR
will not need to follow up the following year, as the Mould Controller will
again raise another scrap request and the whole charge of $1,500 per year until
the fifth year at which time the moulds are scrapped. If the customer elects to
have the moulds shipped to his location, a charge of $500 for crating is
applicable. In addition, customer should be aware that if moulds are returned to
Consumers Glass for future production, a refurbishing charge will be assessed
for the customer's account.

If option "A" (Mould to be Scrapped) is chosen, the form is to be returned to
PRICING for approval.

Under extenuating circumstances, approval may be obtained from PRICING to waive
Mould Storage charges.

A NEW DESIGN SERVICE is offered for hand outline drawings and/or dimensional
drawings free of charge for new or altered mould designs.

MODELS will be charged, and one wood and plastic will be permitted per
engineered drawing. A wood model is required to make a plastic. When an invoice
has been received from the model maker, the regional office will be advised, so
the customer may be invoiced.

MODELS at creative stages will be allowed at the discretion of SALES MANAGEMENT.

GENERAL INFORMATION
PAGE 16

DATE: January 4, 1999

------------------------------------------------------------------------------

WHERE REGISTRATION DRAWINGS are required by customer for design registration
purposes refer to PRICING.

A NON-CONTAINER DESIGN WORK charge to apply to all Creative Design work that is
not directly related to the glass container design will be priced on an
individual basis. This covers such work as labels, exterior packaging, logo
medallion, etc.

GENERAL INFORMATION
PAGE 17

DATE: January 4, 1999

------------------------------------------------------------------------------

MOULD GROUPINGS

PLAIN - GROUPS 1 AND 4

Applies to perfectly plain straight-sided moulds (rounds may be straight taper
but other than rounds cannot be tapered). Includes moulds on which there is
minimum amount of lettering, e.g., simple trade xxxx, monogram, content
lettering, product or trade name on body, and/or lettered bottom plates. Label
panel of maximum .030" depth is permitted in group 1 rounds only provided panel
is of same depth completely around the item (panel may be tapered but not
greater than .030" depth at top or bottom).

SEMI-DECORATED - GROUPS 2 AND 5

Applies to plain moulds other than straight sided, (including plain tapered
other than round) and/or straight-sided moulds on which there is considerable
lettering. Includes decorated moulds on which decoration is of simple horizontal
or vertical design only, but no combination of the two. Includes plain fluted
moulds and plain moulds with indented or raised finger grip or label space
(except as noted in plain group above). Decorationis restricted to horizontal
design that can be turned on a lathe or vertical design that can be cut on a
shaper. Does not include decorations which require extensive bench work.
Lettering must be high in glass/deep in metal.

HIGHLY-DECORATED - GROUP 3 AND 6

Applies to moulds of fancy shape or with fancy designs, and/or fancy
decorations. Includes all moulds with glass handle in finish or neck ring only.
Generally these charges will apply to any design which requires extensive
benchwork. Also includes moulds with angular parting line.

Stippling is not considered a decoration.

REBATE QUANTITY - represents the total quantity required to be shipped/billed
within twenty-four month period from date of first shipment to acquire full
rebate of the rebatable amount. Rebates on one-third shipment/billing of rebate
quantity - no rebate being applicable to shipment/billing of intermediate
quantities. Total rebate will not exceed rebatable amount indicated and
shipment/xxxxxxxx in excess of quantity required for full rebate on one item
cannot be used towards rebate for any other items.

SECTION STOCK MOULDS PAGE 1

REGION - EAST

------------------------------------------------------------------------------------------------------------------------------------
STOCK NO BASIS CAP WGT DIAM FINISH WGT/GR GRS/P DOZ CARTON MIN RUN
NO. DE STOCK SOURCE CAP POIDS DIAM FINI DOUZ CARTON DAYS
------------------------------------------------------------------------------------------------------------------------------------

X-STOCK NO. TO BE DISCONTINUED Y-MOULD OR FINISH TO BECOME MTO Z-ITEM TO BE DISCONTINUED JAN. 4, 1999

PRODUCT GROUP - D/C/C

METRIC ROUNDS/RONDES METRIQUES

500 ml 512/0132/002 SSL/ACS XX-00-00.00-X 18.84 9.250 3.006 00-000-000 91.06 16.00 4.00 7328A 4

MISCELLANEOUS
JUGS/CRUCHES

X 4L 632/6055/128 SSL/ACSGH-01-140.00-A1 42.33 47.000 6.625 00-000-000 543.43 1.75 0.33 6989A

NM FOODS

JUICES/(NARROW & WIDE MOUTH)

* Y 300 ml 321/0317/005 SSL/ACS SPECIAL 11.24 5.250 2.565 38-20001 51.77 38.79 BULK 28
* 300 ml 321/0764/002 SSL/ACS SPECIAL 11.24 5.250 2.565 38-20001 49.47 38.79 BULK 28

* 300 ml 321/0764/001 SSL/ACS SPECIAL 11.24 5.250 2.565 38-20001 49.47 38.79 BULK 28

* 16 US oz 321/0362/002 SSL/ACS SPECIAL 17.59 7.500 2.880 38-20001 74.06 26.25 BULK 28
* 16 US oz 321/0362/026 SSL/ACS SPECIAL 17.59 7.500 2.880 38-20001 74.06 26.25 BULK 28

* 16 US oz 321/0765/001 SSL/ACS SPECIAL 17.59 7.500 2.880 38-20001 69.49 26.25 BULK 28

* 1L 321/0258/019 SSL/ACS XX-00-00.00-X 36.81 14.250 3.900 38-20001 149.22 8.33 1.00 7507A 7

* 1L 321/0258/002 SSL/ACS XX-00-00.00-X 36.81 14.250 3.900 38-20001 134.00 9.00 BULK 7
* 321/0258/002 38-20001 142.31 11.25 BULK 7

* 48OZ 321/0245/019 SSL/ACS XX-00-00.00-X 50.24 19.000 4.392 38-20001 197.50 6.00 1.00 3116A 7

* 48OZ 321/0245/002 SSL/ACS XX-00-00.00-X 50.24 19.000 4.392 38-20001 197.50 8.25 BULK 7

LIQUID DRESSING

* 8OZ U.S. 371/8709/009 SSL/ACS SPECIAL 9.35 9.00 3.562 38-400 92.91 18.75 1.00 2266B 10

NOTE: ALL CONTRACT TERMS ARE FOR 6 MONTHS EXCEPT ITEMS WITH * WHICH ARE 4 MONTH CONTRACT TERMS

SECTION STOCK MOULDS PAGE 2

REGION - EAST

X-STOCK NO. TO BE DISCONTINUED Y-MOULD OR FINISH TO BECOME MTO Z-ITEMTO BE DISCONTINUED JAN. 4, 1999

PRODUCT GROUP - DC/C/C

METRIC GRAND LINE/SERIE GRANDE

1L 381/627/012 AL/xa nm-01-35.50- B 36.92 17.500 3.511 00-000-000 181.72 7.33 1.00 6567A 4

WM FOODS

BARRELS/BARILS

500ML 101/6446/009 SSL/ACS XX-00-00.00-X 18.48 7.500 3.338 70-2030 110-74 15.17 1.00 7518A 4

750ml 101/0067/004 SSL/ACS XX-00-00-00-X 27.72 11.000 3.631 70-2030 138.00 10.08 1.00 6649A 5

1L 101/0417/004 SSL/ACS XX-00-00.00-X 36.96 13.500 4.051 82-2040 140.36 8.25 1.00 7500B 5

1.5L 101/6441/010 SSL/ACS XX-00-00.00-X 55.44 20.500 4.650 82-2040 227.43 5.25 0.50 6651A 4

PEANUT BUTTER/BEURRES D'ARACHIDE

500g 101/7166/023 SSL/ACS SPECIAL 17.64 9.000 3.281 00-000-000 93.74 15.17 1.00 7686A 4

500g 101/7166/024 SSL/ACS SPECIAL 18.19 9.000 3.281 83-2040 93.74 15.17 1.00 7571A 4

ROUND SPICE/EPICE ROND

100 ml 361/0069/005 SSL/ACS SPECIAL 3.52 3.270 1.768 00-000-000 31.88 58.50 6.00 7552B 4

SALAD DRESSING

16U.S. o 101/0402/002 SSL/ACS SPECIAL 17.44 7.500 3.162 70-450 80.13 15.00 1.00 7464A 4

32U.S. o 101/0413/001 SSL/ACS SPECIAL 34.36 12.500 3.937 70-470 131.33 8.33 1.00 7465A 5

355ml 371/0759/001 SSL/ACSSPECIAL 13.35 8.75 2.510 00-000-000 90.73 18.33 1.00 7725A 3
355ml 371/0759/001 SSL/ACSSPECIAL 13.35 8.75 2.510 38-2000 1 90.73 18.33 1.00 7725A 3

NOTE: ALL CONTRACT TERMS ARE FOR 6 MONTHS EXCEPT ITEMS WITH * WHICH ARE 4 MONTH CONTRACT TERMS

SECTION STOCK MOULDS PAGE 3

REGION - EAST

X-STOCK NO. TO BE DISCONTINUED Y-MOULD OR FINISH TO BECOME MTO Z-ITEMTO BE DISCONTINUED JAN. 4, 1999

PRODUCT GROUP - D/C/C

SAUCES

700ml 000-0000-000 SSL/ACS SPECIAL 27.06 13 3.455 00-000-000 133.82 11.00 1.00 7729A 3

SHORT CYLINDERS

250ml 101/8880/007 SSL/ACS SPECIAL 9.50 4.750 2.900 70-2030 62.48 28.33 1.00 6903A 5

250ml 101/8880/008 SSL/ACS SPECIAL 9.50 4.750 2.900 00-000-000 70.86 29.75 1.00 6903A 5

375ml 101/8532/017 SSL/ACS SPECIAL 14.13 7.000 3.049 70-2000030 70.45 20.00 1.00 6670A 5
XX-00-00.00-X

500ml 101/8883/009 SSL/ACS SPECIAL 18.74 10.000 3.445 82-2040 106.38 16.00 1.00 7337A 4
XX-00-00.00-X

740ml 101/8882/006 SSL/ACS SPECIAL 27.96 11.500 3.580 160.36 11.00 1.00 6671A 4

TALL CYLINDERS/GRANDS CYLINDRES

* 250ml 101/6980/028 SSL/ACS SPECIAL 9.25 5.500 2.360 53-2020 57.79 28.17 1.00 6626A 10

* 250ml 101/6980/029 SSL/ACS SPECIAL 9.25 5.500 2.360 00-000-000 57.79 28.17 1.00 6626A 10

* 375ml 101/6980/041 SSL/ACS SPECIAL 13.75 6.750 2.664 58-2020 70.90 21.00 1.00 7483A 10

* 375ml 101/6980/043 SSL/ACS SPECIAL 13.75 6.750 2.664 00-000-000 70.90 21.00 1.00 7483A 10

500ml 101/7207/006 SSL/ACS SPECIAL 18.15 9.000 2.861 63-2030 93.39 16.5 1.00 7549A 10
WM-01-27.25B

750ml 101/0033/006 SSL/ACS SPECIAL 27.72 11.250 3.440 70-2030 144.04 12.83 1.00 6687A 10
WM-27.25.25B

NOTE: ALL CONTRACT TERMS ARE FOR 6 MONTHS EXCEPT ITEMS WITH * WHICH ARE 4 MONTH CONTRACT TERMS

SECTION STOCK MOULDS PAGE 4

REGION - EAST

X-STOCK NO. TO BE DISCONTINUED Y-MOULD OR FINISH TO BECOME MTO Z-ITEMTO BE DISCONTINUED JAN. 4, 1999

PRODUCT GROUP - D/C/C

UNIVERSALS/UNIVERSELS

125ml 101/7071/027 SSL/ACS SPECIAL 4.67 2.880 2.094 48-2010 46.31 48.00 1.00 7504A 4

125ml 101/7071/025 SSL/ACS SPECIAL 4.67 2.880 2.094 48-2010 35.96 48.00 2.00 6595A 4

125ml 101/7071/026 SSL/ACS SPECIAL 4.67 2.880 2.094 00-000-000 45.29 48.00 2.00 6595A 4

250ml 101/6366/027 SSL/ACS WM-01-9.00-A 9.22 4.750 2.609 00-000-000 48.74 26.67 2.00 6998A 3

250ml 101/6366/028 SSL/ACS WM-01-9.00-A 9.22 4.850 2.609 58-2020 48.74 26.67 2.00 6998A 3

500ml 101/6336/040 SSL/ACS SPECIAL 18.44 7.500 3.300 00-000-000 83.83 16.33 1.00 6598A 3

500ml 101/6336/040 SSL/ACS SPECIAL 18.44 7.500 3.300 63-2030 83.83 16.33 1.00 6598A 3

750ml 101/6340/010 SSL/ACS XX-00-00.00-X 27.72 10.500 3.711 00-000-000 120.36 11.00 1.00 7531A 4

1L 101/7176/013 SSL/ACS XX-00-00.00-X 36.89 13.000 3.984 70-2030 135.01 9.17 1.00 7602A 5

1L 101/7176/014 SSL/ACS XX-00-00.00-X 36.89 13.000 3.984 00-000-000 135.01 9.17 1.00 7602A 5

X2L 101/7293/006 SSL/ACS XX-00-00.00-X 73.78 23.000 5.063 00-000-000 252.44 4.50 0.50 7548A

* 4L 131/6326/069 SSL/ACS WM-01-147.00- 147.13 46.000 6.420 10-2070 533.71 1.75 0.33 6601A 10

* 4L 131/6326/070 SSL/ACS WM-01-147.00- 147.13 46.000 6.420 10-2070 605.14 1.75 0.16 7455A 10

* 4L 131/6326/042 SSL/ACS WM-01-147.00- 147.00 41.000 6.666 89-2050 488.57 1.75 0.33 6724A 10

* 4L 131/6326/043 SSL/ACS WM-01-147.00- 147.00 41.000 6.666 89-2050 557.22 1.94 0.16 7456A 10

NOTE: ALL CONTRACT TERMS ARE FOR 6 MONTHS EXCEPT ITEMS WITH * WHICH ARE 4 MONTH CONTRACT TERMS

SECTION STOCK MOULDS PAGE 1

REGION - WEST

------------------------------------------------------------------------------------------------------------------------------------

X-STOCK NO. TO BE DISCONTINUED Y-MOULD OR FINISH TO BECOME MTO Z-ITEM TO BE DISCONTINUED JAN. 4, 1999

NM FOODS
JUICES (NARROW & WIDE MOUTH)

* Y 300ml 321/0317/013 SSL SPECIAL 11.24 5.250 2.565 38-2000 I 51.77 38.79 BULK 10
* 300ml 321/0764/001 SSL SPECIAL 11.24 5.000 2.565 38-2000 I 49.47 38.79 BULK 10
* 300ml 321/0764/002 SSL SPECIAL 11.24 5.000 2.565 38-2000 I 49.47 38.79 BULK 10

* 16U.S.oz 321/0362/002 SSL SPECIAL 17.59 7.500 2.880 36-2000 I 74.06 26.25 BULK 10
* 16U.S.oz 321/0362/026 SSL SPECIAL 17.59 7.500 2.880 36-2000 I 74.06 26.25 BULK 10

LIQUID DRESSINGS

8oz U.S. 321/8709/009 SSL/AC SPECIAL 9.35 9.000 3.562 38-400 92.91 18.75 1.00 2266B 5

WM FOODS

SAUCES

700ml 000-0000-000 SSL SPECIAL 27.06 13.000 3.455 00-000-00 133.82 11.00 1.00 7729A 3

SHORT CYLINDERS

700ml 101/8882/006 SSL XX-00-00.00- 27.96 11.500 3.580 82-2040 160.38 11.00 1.00 6671A 4

NOTE: ALL CONTRACT TERMS ARE FOR 6 MONTHS EXCEPT ITEMS WITH * WHICH ARE 4 MONTH CONTRACT TERMS

EXHIBIT 10.14
BEVERAGE SUPPLY AGREEMENT

DATED: March 29, 1999

BETWEEN: SWISS NATURAL Foods, Inc. (hereinafter referred to as "SWISS
NATURAL"), a Delaware corporation with offices located in
Grandview, New York,

AND: DUNKIN' DONUTS MIDATLANTIC DCP, Inc. (hereinafter referred to as
the "DCP") a New Jersey corporation with its principal offices
located in Swedesboro, New Jersey.

WHEREAS, SWISS NATURAL agrees to supply to the DCP tea, fruit and juice drinks
(such products being hereinafter referred to as set forth in exhibit A attached
hereto as the "PRODUCTS'; and the DCP desires that SWISS NATURAL be designated
an authorized DCP supplier of tea, fruit, and juice drinks and SWISS NATURAL is
the owner of various proprietary glass container(s), trademarks, and proprietary
formula for the manufacture of various soft drink concentrates and finished
products and shall hereby develop, produce, and supply products under the
trademark of SWISS NATURAL to the DCP.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, SWISS NATURAL and the
DCP hereby agree as follows:

1. DCP hereby grants to SWISS NATURAL the right to be an authorized DCP
supplier of the PRODUCTS. During the term of this Agreement, the DCP shall
purchase from SWISS NATURAL the PRODUCTS for supply to all Mid-Atlantic
Dunkin Donut FRANCHISES (the "FRANCHISES") to whom the DCP shall distribute
such PRODUCTS. It is understood and agreed that the DCP has the right to
resell PRODUCTS purchased from SWISS NATURAL only to the Dunkin Donut
FRANCHISES.

2. This Agreement shall be effective on the date hereof and shall terminate at
the expiration of thirty-six (36) months from the date hereof unless
terminated earlier pursuant to the provisions of paragraph II hereof. This
agreement shall be extended beyond the termination date for an additional
period of time as mutually agreed to by both parties, no later than 90 days
prior to the termination of this agreement.

3. The DCP shall submit to SWISS NATURAL purchase orders for all PRODUCTS in a
form agreed to by the DCP and SWISS NATURAL. All orders shall be placed no
less than fourteen (14) days prior to the expected delivery date of the
PRODUCTS ordered. All orders shall be paid in US dollars in accordance with
the terms as set forth on Exhibit A and D.

4. The price for PRODUCTS supplied by SWISS NATURAL shall be as set forth in
exhibit A. Each delivery of PRODUCTS shall be made FOB the DCP warehouse
facility at Swedesboro, New Jersey or FOB the SWISS NATURAL warehouse
facility at Carteret, New Jersey. In either case upon the delivery of any
PRODUCTS, the DCP shall become responsible for all charges, expenses, loss
or damage to such PRODUCTS.

5. SWISS NATURAL may make available to the FRANCHISES serviced by the DCP,
beverage coolers owned by SWISS NATURAL, its affiliate or associate upon
certain terms and conditions. During the term of this agreement each
FRANCHISES, approved by the DCP, shall be granted the opportunity to have
SWISS NATURAL provide, and the DCP deliver such cooler, at no initial cost,
other than the standard DCP $1.55 unit delivery charge, either a single
door or countertop cooler (the size of the cooler to be determined by both
SWISS NATURAL and the FRANCHISES based upon account needs). All FRANCHISES
shall be required by SWISS NATURAL to store in such coolers only PRODUCTS,
and milk based products which are determined by SWISS NATURAL not to be
competitive with the PRODUCTS and which milk based products shall only be
merchandised on the bottom two shelves of a single door cooler and bottom
shelf of a countertop cooler.

A. Cooler Inception Schedule: Immediately following the execution of this
agreement each franchise shall be offered an initial introductory period of
90 days in which to enroll in the beverage program and thereby receive a
beverage cooler as mutually agreed to by SWISS NATURAL and the franchisee.
Any FRANCHISES which enroll in this beverage program after the initial
period shall be provided a pro rata Cooler Termination schedule from SWISS
NATURAL based on the enclosed Cooler Termination schedule B and C.

B. Cooler Termination: The following cooler termination structure shall be
offered to FRANCHISES:

I. If any FRANCHISES (a) does not purchase a minimum amount of sixty cases
of PRODUCTS for a single door cooler and or thirty nine cases of product
for a counter top cooler within each consecutive three month period from
receipt of a cooler or (b) does not purchase the minimum annual amount of
two-hundred and forty cases of PRODUCTS for a single door cooler and or
one-hundred and fifty-six cases of PRODUCTS for a counter top cooler within
each three consecutive twelve month period from receipt of a cooler or (c)
notifies SWISS NATURAL of their intent not to participate in the SWISS
NATURAL beverage program offered by the DCP or (d) SWISS NATURAL, at its
sole discretion notifies the FRANCHISES that the cooler is to be removed,
then in each case the cooler(s) may be removed at the discretion of SWISS
NATURAL.

II. Provided FRANCHISES implements this program and during a 36 month
period from and after the receipt of a cooler complies with the minimum
purchase requirements then the following cooler provisions shall be
applicable:

a. Each single door cooler shall have an initial cost value of $1,200.00
which shall be reduced by $400.00 per year for each consecutive year
commencing with the delivery date of such cooler to the FRANCHISES. In
consideration of SWISS NATURAL providing the cooler the FRANCHISES
agrees to purchase a minimum of two hundred and forty (240) cases of
PRODUCTS each consecutive year for a three year period from the DCP,
commencing with the delivery date of the cooler to the FRANCHISES.
Within thirty (30) days after a maximum of 36 consecutive months the
cooler may be purchased directly by the FRANCHISES for $1.00 or the
cooler at the discretion of SWISS NATURAL, will remain the property of
SWISS NATURAL, or

b. Each counter top cooler shall have an initial cost value of $800.00
which shall be reduced by $266.67 per year for each consecutive year
commencing with the delivery date of the FRANCHISES. In consideration
of SWISS NATURAL providing the cooler the FRANCHISES agrees to
purchase a minimum of one hundred and fifty six (156) cases of
PRODUCTS each consecutive year for a three year period from the DCP
commencing with the delivery date of such cooler to the FRANCHISES.
Within thirty (30) days after a maximum of 36 consecutive months the
cooler may be purchased directly by the FRANCHISES for $1.00 or the
cooler will at the discretion of SWISS NATURAL, remain the property of
SWISS NATURAL.

III. Provided however the FRANCHISES does not comply with the minimum
purchase requirements and SWISS NATURAL executes its right to remove the
cooler, the cooler may be offered for purchase to the FRANCHISES at the
option of SWISS NATURAL for the amount due to the nearest calculated
applicable numbered month such month to be determined by dividing the total
amount of PRODUCT in cases purchased by the specific FRANCHISES, by twenty
(20), thereby indicating the applicable numbered month and the
corresponding payment required as stipulated in Exhibit B applicable to a
single door cooler and Exhibit C applicable to a counter top cooler both
schedules titled Cooler Termination Cost.

6. The DCP and FRANCHISES selling any PRODUCTS shall have the right to use the
name SWISS NATURAL and any trademark of SWISS NATURAL solely in connection
with selling the PRODUCTS provided that (1) SWISS NATURAL shall have
approved any such use in writing each time the DCP or any Dunkin Donut
FRANCHISES proposes to use such trademarks; (2) the DCP and each Dunkin
Donut FRANCHISES agrees that the name SWISS NATURAL and the trademarks
shall remain the sole property of SWISS NATURAL; and (3) upon termination
of this Agreement, the DCP and each Dunkin Donut FRANCHISES shall
immediately cease and desist from any further use of the name SWISS NATURAL
and any trademark of SWISS NATURAL. The DCP agrees that neither it nor any
FRANCHISES shall alter or remove any trademarks on any PRODUCTS received
pursuant to this Agreement or do anything which might impair SWISS NATURAL
right, title or interest in any trademark and that neither will attempt to
acquire any right, title or interest thereto.

7. The DCP and SWISS NATURAL acknowledge that any information or data
disclosed to the DCP by SWISS NATURAL concerning the PRODUCTS or general
business policies of SWISS NATURAL which is not generally available in the
public domain constitutes valuable trade secrets of Swiss Natural. DCP
agrees to hold such information in trust and confidence, and not to
disclose such information to any third party and the DCP further agrees to
take all additional steps necessary to protect such information and only
disclose such information to those of its employees required to have such
knowledge in order to fulfill their obligations hereunder and subject to
agreement with each such person to maintain the confidentiality of such
information. DCP acknowledges that the use of such information in a matter
contrary to the provisions hereof would cause irreparable harm to SWISS
NATURAL for which monetary damages would be inadequate and, therefore, the
DCP agrees that, in addition to damages and reasonable attorney's fees,
SWISS NATURAL shall be entitled to enjoin any such breach in a competent
court. Upon expiration of this Agreement, DCP shall deliver to SWISS
NATURAL all copies of any such confidential information furnished to it.

The DCP and SWISS NATURAL acknowledge that any information or data
disclosed to SWISS NATURAL by the DCP concerning the DCP or general
business policies of the DCP which is not generally available in the public
domain constitutes valuable trade secrets of the DCP. SWISS NATURAL agrees
to hold such information in trust and confidence, and not to disclose such
information to any third party and SWISS NATURAL further agrees to take all
additional steps necessary to protect such information and only disclose
such information to those of its employees required to have such knowledge
in order to fulfill their obligations hereunder and subject to agreement
with each such person to maintain the confidentiality of such information.
SWISS NATURAL acknowledges that the use of such information in a matter
contrary to the provisions hereof would cause irreparable harm to DCP for
which monetary damages would be inadequate and, therefore, SWISS NATURAL
agrees that, in addition to damages and reasonable attorney's fees, DCP
shall be entitled to enjoin any such breach in a competent court. Upon
expiration of this Agreement, SWISS NATURAL shall deliver to DCP all copies
of any such confidential information furnished to it.

8. Neither party hereto shall be liable to the other party hereto, except by
reason of acts or omissions in contravention of this Agreement or due to
gross negligence. Each party hereto shall defend, indemnify and hold the
other party hereto harmless from and against any and all losses,
liabilities, damages, costs and expenses (including, but not limited to,
reasonable attorney's fees) to which such entity could be subject, arising
out of or in connection with any acts or omissions by the other party
hereto in contravention of this Agreement or due to the other party's gross
negligence.

9. SWISS NATURAL shall not be liable for any delay or failure on its part to
perform hereunder, in whole or in part, if such delay or failure is caused
by the occurrence of any contingency beyond the control of SWISS NATURAL
including, by the way of illustration, but not limitation, war, sabotage,
insurrection, riot or other act of disobedience, act of public enemy,
failure or delay in transportation, act of any government or any agency of
subdivision thereof, judicial action, labor dispute, accident, fire, flood,
explosion, storm or other act of God or shortage of labor, raw material,
fuel or machinery.

10. The relationship of the parties hereto during the term of this Agreement
shall be that of separate legal parties and neither is the agent or
employee of the other. The DCP shall not have, and shall not represent that
it has, any right or authority to bind SWISS NATURAL, or to assume or
create any obligation or responsibility, express or implied on behalf of
SWISS NATURAL.

11. SWISS NATURAL may terminate this Agreement, (a) at will upon notification
(b) immediately without notice to DCP if (1) DCP fails to perform any of
its duties under this Agreement or (2) DCP becomes bankrupt or insolvent or
commences or suffers the commencement of a reorganization or insolvency
proceeding. If this Agreement terminates pursuant to the provisions of this
paragraph, SWISS NATURAL may, in its sole discretion, exercise any or all
of its remedies under law including, but not limited to, acceleration of
all outstanding invoices due to SWISS NATURAL, stoppage of shipments in
transit and repossession of Products not paid for which are in the
possession of DCP.

12. All statements made herein by the party's hereto, and their respective
obligations to be performed pursuant to the terms hereof, shall survive the
date hereof, notwithstanding any examination by or on behalf of any party
hereto, notwithstanding any notice of a breach or a failure to perform not
waived in writing and notwithstanding the consummation of the transactions
hereby contemplated with knowledge of such breach or failure.

13. All communications hereunder shall be in writing and shall be sent by
registered or certified mail, return receipt required, if intended for
SWISS NATURAL shall be addressed to SWISS NATURAL, attention Xxxxxxx Xxxx
at 0000 Xxxxx 0X, Xxxxxxxxx, Xxx Xxxx 00000 or such address which SWISS
NATURAL shall have given to the DCP. And if intended for the DCP, shall be
addressed to the DCP, attention General Manager at Swedesboro, New Jersey
or such other address which the DCP shall have given to Swiss Natural for
the purpose of notice to SWISS NATURAL. All notices shall be considered
given as of the date received.

14. This Agreement constitutes the entire understanding as to the subject
matter hereof among the parties hereto and no waiver or modification of the
terms hereof shall be valid unless in writing signed by the party to be
charged.

15. This Agreement shall be binding upon and inure to the benefit of the
parties hereto, their respective successors and permitted assigns.

16. This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original and all of which taken together shall
constitute a single agreement.

17. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York applicable to contracts made and to be
performed solely within said state without giving effect to conflict of law
or principles thereof.

18. In the event that any one or more of the provisions contained herein or the
application thereof in circumstances, is held to be invalid, illegal or
unenforceable in any respect for any reason, the validity, legality, and
enforceability of any such provision in every other respect and the
remaining provisions of this agreement shall not be in any way impaired or
affected.

19. The failure of any PARTY to exercise any of its rights under this Agreement
or to require performance of any term or provision of this Agreement, or
the waiver by any party of such breach of this Agreement, shall not prevent
a subsequent exercise or enforcement of such rights or be deemed a waiver
of any subsequent breach of the same or any other term or provision of this
Agreement. Any waiver of performance of any of the terms or conditions of
this Agreement shall be effective only if in writing and signed by the
party against which such waiver is to be enforced.

IN WITNESS WHEREOF, each of the undersigned have executed this Agreement on the
date first written above.

Accepted and agreed this 29 day of Accepted and agreed this 31 day of

March,1999 March, 0000

XXXXXXXXXXX XXX SWISS NATURAL, FOODS INC.

/s/ Xxxxx X. Xxxxxx /s/ Xxxxx X. Xxxxxxxx
-------------------------------- --------------------------------
By: Xxxxx X. Xxxxxx By: Xxxxx X. Xxxxxxxx
Title: Vice President/General
Manager Title: CEO

EXHIBIT A
PRODUCTS AND PRICING

Item Container Size Case Size Pallet Size

SWISS NATURAL TEAS
ICY Tea w Lemon Glass 160z. 24 54
ICY Tea w Peach Glass 16Oz. 24 54
ICY Tea w Raspberry Glass 160z. 24 54
ICY Diet Tea w Peach Glass 160z. 24 54
ICY Diet Tea w Lemon Glass 160z. 24 54

SWISS NATURAL FRUIT DRINKS
ICY Xxxxx Glass 160z. 24 54
ICY Citrus Glass 160z. 24 54
ICY Melonade Glass 160z. 24 54

SWISS NATURAL 100% JUICES
100% Orange Glass 120z. 24 70
100% Apple Glass 120z. 24 70

Pricing notes:

1. All Pricing as stipulated in this exhibit for the teas and fruit drinks is
for twelve months from the date of execution of this agreement. All
Pricing as stipulated in this exhibit for the 100% juice drinks is for six
months from the date of execution of this agreement. Thereafter pricing
may be changed at the sole discretion of Swiss Natural.

2. Price does not include pallets. Grade A pallets shall be returned with each
delivery or pickup or paid for at $6.75 per pallet upon invoice. The DCP
shall have 30 days subsequent to notice by Swiss Natural to cure any pallet
deficiencies. If such deficiency is not cured within the 30 day period,
Swiss Natural reserves the right to increase the pricing per case to cover
the cost of pallets and eliminate the return pallet policy.

3. Pricing terms 1% provided receipt within 10 days. Net 20 days.

*Exhibit A: May exclude items from the above list or include future items,
developed, produced or supplied to the DCP.

EXHIBIT 10.17

Swiss Natural Brands, Inc.
0000 Xxxxx 0X
Xxxxxxxxx, Xxx Xxxx 00000

Comprehensive Capital Corporation ______________ , 1999
0000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, Xxx Xxxx 00000

Gentlemen:

In connection with an initial public offering ("IPO") of Swiss Natural
Brands, Inc. (the "Company"), which offering is being underwritten by
Comprehensive Capital Corporation ("Comprehensive") the following sets forth our
understanding with respect to Comprehensive providing financial advisory
services for the Company.

1. For a period of two (2) years commencing on the date hereof,
Comprehensive will render financial consulting services to the Company as such
services shall be required but in no event shall such services require more than
two business days per month. Your services shall include the following:

(a) to advise and assist in matters pertaining to the
financial requirements of our corporation and to assist, as and when required,
in formulating plans and methods of financing;

(b) to prepare and present financial reports required by us
and to analyze proposals relating to obtaining funds for our business, mergers
and/or acquisitions;

(c) to assist in our general relationship with the financial
community including brokers, stockholders, financial analysts, investment
bankers, and institutions; and

(d) to assist in obtaining financial management, and technical
and advisory services, and financial and corporate public relations, as may be
requested or advisable.

2. All services required to be performed hereunder shall be requested
by the Company in writing and upon not less than seven business days notice,
unless such notice is waived by you. Such notice shall be to the address
specified above or to such other place as you shall designate to us in writing.

3. For Comprehensive's services to be performed hereunder, and for
Comprehensive's continued availability to perform such services, the Company
will pay Comprehensive a fee in an amount equal to two (2%) percent of the gross
proceeds of this offering (including the Over-Allotment Option) for services for
two (2) years from the date hereof which sum is payable in full in advance at
each closing date of the IPO.

Further, we will reimburse Comprehensive for such reasonable out-of-pocket
expenses as may be incurred by Comprehensive on the Company's behalf, but only
to the extent authorized by the Company.

4. This Agreement has been duly approved by the Company's Board of
Directors.

5. Comprehensive shall have no authority to bind the Company to any
contract or commitment, inasmuch as Comprehensive's services hereunder are
advisory in nature.

6. Comprehensive will maintain in confidence all proprietary,
non-published information obtained by you with respect to the Company during the
course of the performance of your services hereunder and Comprehensive shall not
use any of the same for your own benefit or disclose any of the same to any
third party, without the Company's prior written consent, both during and after
the term of this Agreement.

7. This Agreement shall not be assignable by either party without the
other party's prior written consent.

8. This Agreement shall be binding upon, and shall inure to the benefit
of the Company's and Comprehensive's respective successors and permitted
assigns.

9. The foregoing represents the sole and entire agreement between us
with respect to the subject matter hereof and supersedes any prior agreements
between us with respect thereto. This Agreement may not be modified, amended or
waived except by a written instrument signed by the party to be charged. This
Agreement shall be governed by and construed in accordance with the internal
laws of the State of New York, without regard to the principles of conflicts of
laws of such State.

Please signify your agreement to the foregoing by signing and returning
to us the enclosed copy of this Agreement which will thereupon constitute an
agreement between us.
Very truly yours,

SWISS NATURAL BRANDS, INC.

BY__________________________
Xxxxxxx Xxxx, President

Agreed and Consented to:

COMPREHENSIVE CAPITAL CORPORATION

BY____________________________________
Xxxx Xxxxxx, President

EXHIBIT 10.19
CARTERET PACKAGING, Inc.
0000 Xxxxx Xxxxxx; Xxxxxxxx, X.X. 00000
tel: (732) 969 - 1600 fax: (732) 969 - 9590
xxx.xxxxxxxxxxxxxxxxx.xxx
FOOD MANUFACTURING AND CUSTOM PACKAGING

AGREEMENT

September 22, 1999

Between:

Carteret Packaging, Inc. (hereinafter referred to as "CPI" and

Swiss Natural Foods, Inc. (hereinafter referred to as "SNFI")

WHEREBY:

CPI agrees to manufacture and bottle for SNFI assorted beverage products in
glass containers, (the `Products"),

1. SUPPLY OF INGREDIENTS:

a. SNFI agrees to supply CPI with an adequate quantity of ingredients,
as listed below, suitable for the manufacture, mixing and preparation,
together with all necessary packaging components, required to maintain
and produce the Products at the production levels defined herein. Such
components shall include:

1. 12 and 16 oz. glass bottles.

2. 38mm caps

3. Labels

4. Trays

5. Dividers

6. SNFI Product Concentrate

7. SNFI Formula Ingredients

8. Pallets

b. CPI agrees to supply SNFI with an adequate quantity of ingredients
specified by SNFI, suitable for the manufacturing, mixing and
preparation, together with all necessary packaging components,
required to maintain and produce the Products at the production levels
specified herein. Such components shall include: 1. Filtered water 2.
High Fructose 55 3. Citric Acid (Kosher) 4. Shrink Wrap 5. Stretch
Film 6. Glue for labels 7. Pallet labels

FOOD MANUFACTURING AND CUSTOM PACKAGING

AGREEMENT/cont...

3. DELIVERY OF INGREDIENTS. SNFI shall deliver all ingredients and packaging
components on pallets to CPI's facilities located at 0000 Xxxx Xxxxxx;
Xxxxxxxx, Xxx Xxxxxx 00000 in accordance with the production needs as
stipulated herein.

4. ACCEPTANCE OF INGREDIENTS. SNFI shall have available for delivery all
necessary production ingredients and packaging components supplied by SNFI,
within one week in advance of any scheduled production. CPI will schedule
with the suppliers for the materials to be delivered as needed to meet
production requirements.

5. STORAGE. CPI shall store all the ingredients and packaging components
provided by SNFI in CPI's existing facilities. SNFI shall provide outside
cold storage (refrigeration or freezer) for all ingredients that require
cold storage. In the event that certain ingredients are not marked or
specified for cold storage, SNFI agrees to hold CPI harmless and agrees to
indemnify CPI for any damages and liability that may result from the lack
of cold storage.

SNFI will arrange for all finished goods to be transferred to their outside
storage facility as they are produced.

6. PACKAGING/BOTTLING, CPI shall manufacture, bottle, label, code and package
the ingredients provided by SNFI along with the ingredients that CPI will
supply and manufacture beverages in accordance with instructions from SNFI
and all Federal, State and local regulations and in accordance with
generally accepted manufacturing procedures and pursuant to the following
terms:

a. CPI agrees to manufacture Products in compliance with all required
sanitation standards and to comply with all applicable State and
Federal laws, rules and regulations respecting food products and food
plant sanitation. CPI shall be responsible for bottling in a sanitary
manner to eliminate possibility of problems from yeast, mold, bacteria
or any extraneous matter.

b. Quality control. CPI shall maintain production controls, as mutually
agreed upon, item-by-item. Production controls shall be checked at
thirty (30) minute intervals.

c. Weight. CPI shall exercise its best effort to maintain the target
weights, as mutually agreed upon, item-by-item. CPI shall check
weights at thirty (30) minute intervals.

d. Cap Tightness. CPI shall monitor cap tightness and assure the
manufacture of all products in accordance with the equipment
manufacturers specifications.

e. Code Dating. CPI shall effect code dating on a Julian Date basis, e.g.
9244 or 1J9 = September 1, 1999. Such code dating shall be stamped on
each bottle and each shipping carton.

f. Daily Retained Production Samples. CPI shall retain daily production
samples of bottled beverages for a minimum of one year from the date
of production. CPI shall immediately send to SNFI, via United Parcel
Service, one retained finished product sample of each batch and
specific product label produced.

7. PRODUCT. CPI shall not be responsible or liable for the quality,
condition, merchantability or fitness of the ingredients, packaging
components or related materials when supplied by SNFI to CPI except to any
extent as caused by or as a result of CPI or due to negligence on the part
of CPI. CPI and SNFI agrees to hold each other harmless and indemnify each
other, except as stated above, for any damages and liability that may
result therefrom. CPI and SNFI shall at all times have in full force
product liability insurance, with mutually acceptable insurance carriers,
for a minimum of $10,000,000 whereby CPI and SNFI name each other as the
loss payee.

FOOD MANUFACTURING AND CUSTOM PACKAGING

AGREEMENT/cont...

8. PRODUCT TESTING. Unless specifically requested in writing by SNFI, CPI
will undertake no microbiological or similar testing of the incoming
ingredients. CPI shall not be responsible or liable for the quality,
condition, merchantability or fitness of any such untested product or
material except to the extent caused by or as a result of CPI or due to
negligence on the part of CPI. In the event SNFI requests such testing,
all such testing shall be performed at SNFI's cost and expense, Unless
SNFI believes such testing to be necessary due to CPI on account of any
action or lack of action on the part of CPI, by a certified laboratory
selected by SNFI. CPI and SNFI shall have the right to rely on the
certification and report of such laboratory.

9. SHORTAGES. CPI shall not be responsible or liable for any shortages in
ingredients or packaging components, shipped to CPI in sealed or closed
containers, cartons, boxes or palletized glass except to any extent such
shortage is caused by or as a result of CPI or due to negligence on the
part of CPI.

10. DEFECTIVE PACKAGING. In the event that defective packaging is caused by the
packaging components supplied by SNFI to CPI, CPI assumes no responsibility
or liability for defective packaging. In the event that defective product
is caused by the process procedures utilized by CPI, CPI shall be
responsible and liable for additional costs involved in re-packaging the
products using acceptable packaging procedures.

11. SHIPMENT OF PRODUCT. SNFI will be responsible for all freight to and from
CPI. CPI will notify SNFI when product is ready for release pursuant to the
following terms:

a. All finished goods will be palletized on SNFI provided pallets and
stretch-wrapped for shipment.

b. All pallets received from SNFI by CPI shall be returned to SNFI at the
completion of each production run.

12. FREIGHT COSTS. SNFI shall be responsible and shall be billed directly for
the payment of all delivery, shipping, and freight costs incurred in
connection with the shipment of all ingredients, packaging components, and
materials supplied by SNFI.

13. PACKAGING PRICES. The current and ongoing packaging prices to be charged by
CPI to SNFI are represented in Attachment `A'. The price for each case
reflects labor and utilities. The labor costs shall be adjusted to reflect
changes in the Consumer Price Index Adjustment effective January 1 of each
contract year. See Schedule "A". Utility costs will be adjusted quarterly.
See Schedule "B.

The packaging prices herein are subject to increase in the event there is
an increase in the minimum wage payment and/or an increase in employee
compensation arising out of the enactment of federal and/or state
legislation with respect to compulsory employee health insurance or an
extraordinary increase in the operating overhead that is beyond our
control. In the event there is such an increase in either of the above
items, the packaging prices herein shall increase proportionately with such
respective increase.

14. TERMS of PAYMENT. CPI shall invoice SNFI at the end of each production run
for work produced during that time. Invoices shall be due and payable net
10 days.

15. ADDITIONAL CHARGES. A failure to provide CPI with at least seventy-two (72)
hours notice of a shortage of any ingredients or packaging components to be
supplied by SNFI which renders CPI unable to produce SNFI products as
scheduled, shall be chargeable to SNFI at the rate of $0.50 per case for
each case scheduled but not produced

FOOD MANUFACTURING AND CUSTOM PACKAGING

AGREEMENT/cont...

16. PURCHASE & PRODUCTION. Beginning with the 1st of the month following the
completion of the installation of the additional equipment as specified in
item 19, and continuing each consecutive month thereafter CPI shall produce
as requested by SNFI a minimum monthly quantity of seventy-five thousand
(75,000) cases per month for SNFI or any entity as designated by SNFI. Any
production requested by SNFI and not produced by CPI will be payable or
credited by CPI to SNFI monthly on a cumulative basis at $ 0.50/case for
each case produced less than the quantity requested. Any amount greater
than the 75,000 cases, if requested by SNFI, shall only be produced upon
mutual consent of both parties.

17. ACTS BEYOND CONTROL. Neither CPI nor SNFI shall be responsible or liable
for delays in production, delivery, or shipping, or loss, damage, or
destruction, of goods, or raw materials, resulting from civil insurrection,
or acts of God.

18. TECHNICAL ASSISTANCE. SNFI shall provide CPI with technical assistance
regarding SNFI products as reasonably required by CPI to carry out its
obligations under this agreement, at no additional cost to CPI.

19. ADDITIONAL MACHINERY & EQUIPMENT. SNFI will provide and have installed,
with all necessary conveyors and controls, at CPI's facility two new or
rebuilt Krones Solomatic labelers with all necessary change parts and
required spare parts. If the equipment is rebuilt it must be rebuilt by
either Krones, Inc Or Multi-Tech systems. CPI shall be responsible for the,
normal maintenance and repairs of any and all such specific equipment from
the date of delivery to CPI to the termination of this agreement.

20. TERM. This agreement shall commence on the first day of the month following
the completion of the installation by SNFI of the equipment referenced in
section 19, and shall continue in full force and effect for 60 months
thereafter..

21. TERMINATION. This agreement may be terminated by either party prior to the
expiration date, upon written notice of termination by certified or
registered mail to the respective principal addresses of each party. In the
event either party sends a written notice of termination, the effective
date of termination shall be one-hundred-eighty (180) days after receipt of
such written notice of termination, unless due to bankruptcy, then the
termination is effective immediately upon the filing of any bankruptcy
petition. In the event of termination, CPI and SNFI shall settle all
accounts and monies due each respective party within thirty (30) days after
the effective date of termination.

a. In the event SNFI terminates or is unable to perform any obligation
under the terms of this agreement SNFI will remove at SNFI's expense
all equipment and machinery owned by SNFI pursuant to section 19, of
this agreement, within thirty (30) days of termination.

b. In the event CPI terminates this agreement at the option of SNFI, CPI
shall be obligated to have SNFI released from any guarantee pertaining
to the lease of any such equipment and if SNFI is not released from
any guarantee pertaining to the lease of any such equipment then:

(a) At the option of SNFI, CPI shall retire all lease payments, as of
the effective date of termination, and take title of the
machinery and equipment thereof, for any equipment and machinery
leased by CPI pursuant to section 19, of this agreement, and;

(b) immediately reimburse SNFI for all costs incurred as of the
effective date of termination including but not limited to, all
fees and costs associated with any machinery and equipment leased
by CPI pursuant to section 19.

FOOD MANUFACTURING AND CUSTOM PACKAGING

AGREEMENT/cont...

22. ENTIRE AGREEMENT. This letter constitutes the entire agreement between CPI
and SNFI and supersedes any previous agreements other than the agreement of
confidentiality dated November 6, 1998. This agreement may not be extended,
terminated, amended, altered, modified, or changed in any way, except by a
written instrument signed by both CPI and SNFI.

23. Any dispute over this Agreement shall be submitted to binding arbitration
conducted in the State of New York in accordance with the rules of the
American Arbitration Association. The decision of such arbitration shall be
final and shall be governed and enforceable under the laws of the State of
New Jersey.

24. CONFIDENTIALITY. SNFI agrees to furnish CPI in writing with the
formulations, process descriptions, special packaging specifications and
related technical information necessary for the fulfillment of this
Agreement under the confidentiality agreement dated November 6, 1998
between SNFI and CPI. This information as well as all sales and bottling
information specific to SNFI is considered to be trade secrets of SNFI and
shall remain the exclusive property of SNFI. CPI agrees to keep this
information confidential, and to restrict the disclosure thereof to those
of its employees directly and necessarily concerned with the production of
the Products. All such confidential information and agreements shall
survive the expiration of the Agreement. It is understood that CPI shall
have no obligation with respect to information known by CPI which is public
information, or which becomes public knowledge thereafter.

If this agreement correctly reflects our understanding, kindly so indicate by
signing and dating below, and returning an executed copy to our office.

Very truly yours, AGREED & ACCEPTED:

CARTERET PACKAGING, Inc. SWISS NATURAL FOODS, Inc.

by: by:

Xxxxx Xxxxx, Executive V.P. Xxxxxxx Xxxx, CFO

FOOD MANUFACTURING AND CUSTOM PACKAGING

AGREEMENT/cont...

Schedule "A"

Consumer Price Index Adjustment

(A) Definitions: For the purpose of this agreement, the following definitions
shall apply:

(i) The term "Base Month" shall mean the month of November 1993.

(ii) The term "Price Index" shall mean the "Consumer Price Index"
published by the Bureau of Labor Statistics of the United States Department of
Labor, All Items, Xxx Xxxx, XX --Xxxxxxxxxxxx Xxx Xxxxxx (0000-00 = 100) for
Urban Wage Earners and Clerical Workers, or a successor or substitute index
appropriately adjusted.

(iii) The term "Price Index for the Base Month" shall mean the Price
Index for the month of November 1996.

(B) Effective as of each January, there shall be made an adjustment to the Labor
Costs as follows:

(i) In the event that the Price Index for the month of November in any
calendar year during the term of this Agreement reflects an increase over the
Price Index for the Base Month, then the original Labor Costs set forth in the
Agreement shall be multiplied by the percentage difference between the Price
Index for such November and the Price Index for the Base Month and the resulting
sum shall be added to the Labor Costs as of the January 1st immediately
following such November. Said adjusted Labor Costs shall thereafter be used in
calculating the price to be paid by SNFI pursuant to paragraph 13.

FOOD MANUFACTURING AND CUSTOM PACKAGING

EXHIBIT 10.20

AGREEMENT, dated as of the 1st day of December, 1998 by and among SWISS
NATURAL FOODS, Inc., a Delaware corporation (the "Company"), A. Xxxxxx
XxXxxxxxx, Xx. and Xxxxxxx X. XxXxxxxxx, as tenants by the entirety
(collectively, the "McCullochs"), Xxxxx Xxxxxxxx ("Xxxxxxxx") and Xxxxxxx Xxxx
("Xxxx").

WHEREAS, the McCullochs loaned the Company money in the aggregate
principal amount of $322,500 (the "Debt").

WHEREAS, the McCullochs have agreed to amend the repayment terms of the
Debt all upon the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

First: A. The Closing (the "Closing") of each of the transactions
described in Parts B and C of this Article FIRST shall take place at 000
Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx at 10:00 A.M. New York City
time on a date designated in advance by the Company with at least five (5) days
notice to the McCullochs (and otherwise within the time requirements of such
Parts B and C) or at such other place, and at such time and on such date, as the
parties hereto may agree.

B. 1. Within ten business days of the date on which the
Company receives the proceeds of the private placement of its 12% Convertible
Debentures (the "Private Placement") for which it is currently soliciting
financing in the minimum amount of $750,000 (i) the Company shall pay the
McCullochs Seventy Five Thousand Dollars ($75,000), which amount shall be funded
from the proceeds of the Private Placement and (ii) the Company will cause
certain employees of the Company or individuals designated by the Company or the
Company itself to pay the McCullochs an additional aggregate principal amount of
One Hundred Thousand Dollars ($100,000), which together shall reduce the
outstanding principal amount of the Debt by $175,000. All payments shall be made
by wire transfer of immediately available funds into an account designated by
the McCullochs.

2. Concurrently with the payments referred to in paragraph 1
of this Part B

(a) the McCullochs shall deliver to the Company for
cancellation the originally executed promissory notes (the "Notes"),
representing the Debt and the Company shall issue to the McCullochs two new
promissory notes, substantially in the forms of Exhibit A and B hereto, one of
which shall be non-interest bearing and be in the principal amount of the
accrued interest on the Debt remaining unpaid on the date of Closing (the
"Interest Note"), and the other of which shall bear interest at a rate of 12%
per annum payable quarterly and be in the principal amount of $147,500 (the
"Principal Note") representing the remaining unpaid principal balance of the
Debt. The Interest Note and the Principal Note shall mature on the earliest to
occur of (a) the date which is one year from the date of Closing (b) ten days
after the Company's receipt of the proceeds of an initial public offering of the
common stock of the Company registered under the Securities Act of 1933, as
amended, for the account of the Company and declared effective by the Securities
and Exchange Commission in an aggregate amount of not less then $10,000,000, or
(c) a sale of all or substantially all of the assets of the Company.

(b) (i) the McCullochs shall deliver to the Company the stock
certificate held by the McCullochs representing 589,800 shares of the Company's
common stock, fully endorsed for transfer or accompanied by duly executed stock
transfer powers and with all requisite stock transfer taxes affixed thereto paid
thereon (the cost of such taxes affixed thereto paid by the Company); and (ii)
the Company shall deliver to (x) the individuals from whom the payments referred
to in paragraphs B (1)(ii) of this Article First were received new stock
certificates registered in such individuals names representing an aggregate of
77,519 shares of the common stock of the Company and (y) the McCullochs a new
stock certificate registered in the McCullochs' name representing 512,281 shares
of the common stock of the Company.

3. From and after the receipt by the McCullochs of the funds
referred to in paragraph 1 of this part B (the "Receipt Date"), all prior
agreements between the McCullochs and any of the Company, Xxxxx Xxxxxxxx and
Xxxxxxx Xxxx, individually, or collectively as a group, (other than (x) any
confidentiality or non-compete agreements and (y) consents, acknowledgments and
corporate minutes) including: without limitation, the following agreements shall
be deemed to be null and void and of no further force and effect and the
McCullochs hereby waive all rights they may have under said agreements and all
of the provisions of such agreements, including, without limitation, all
negative covenants therein, shall be null and void and of no further force and
effect and the McCullochs hereby waive any rights they may have to enforce any
of such provisions:

(i) the Purchase Agreement dated May 31, 1994 and all
amendments thereto, by and between the Company and the McCullochs;

(ii) the Stockholders Agreement dated May 31, 1994 by and
among the Company, the McCullochs, Xxxxxxxx and Xxxx (the "Stockholders
Agreement");

(iii) the Subordination Agreement dated May 31, 1994 by and
among the McCullochs, Xxxxxxxx and Xxxx;

(iv) the Promissory Note dated May 31, 1994 made by the
Company to the McCullochs and the attached Surety Agreement dated May 31, 1994
executed by Xxxxxxxx and Xxxx;

(v) the Demand Note dated October 10, 1995 made by the Company
to the McCullochs; and

(vi) the Agreements dated as of February 1, 1998 between the
McCullochs, the Company, Xxxxxxxx and Xxxx;

From and after the Receipt Date, Sections 3 and 4 of the
Registration Letter dated May 31, 1994 from the Company to the McCullochs shall
be amended such that the following sentence shall be added to the end of each
such section: "Notwithstanding anything to the contrary contained herein,
neither the McCullochs nor any other holder of stock of the Corporation shall
have registration rights with respect to the stock of the Corporation owned by
them regardless of whether any other holder of shares of stock of the
Corporation has such rights and the Corporation shall have no obligation to
register or include in any registration statement filed by the Corporation any
shares of stock of the Corporation owned by the McCullochs or any other holder
of stock of the Corporation until Xxxxx Xxxxxxxx, Xxxxxxx Xxxx and Xxxxxx
Xxxxxxx have each or any one of them has registered such number of shares of the
common stock of the Company owed by them equal to the number of shares in the
aggregate that the three received when they converted the debt of the Company
owed to them to shares of common stock of the Company."

C. Within ten business days of the date on which the Company
receives the proceeds of an additional private placement of its securities in
the minimum amount of $750,000 or an additional $750,000 is received from the
sale of convertible debentures in the Private Placement, the Company shall pay
the McCullochs an additional Seventy Five Thousand Dollars ($75,000), which
amount shall represent a reduction in the outstanding principal amount of the
debt of the Company owed to the McCullochs under the Principal Note.

Second: Representations and Warranties.

A. The McCullochs represent and warrant that the shares of
common stock of the Company owned by them are owned beneficially and of record
by them, free and clear of all mortgages, pledges, liens, security interests,
conditional sale agreements, charges, encumbrances, claims and restrictions of
every kind and nature whatsoever and that the individuals acquiring such
stock(s) will acquire, pursuant to the terms of this Agreement, good and valid
title to the shares being assigned to it and/or them pursuant to this Agreement,
free and clear of all mortgages, pledges, liens, security interests, conditional
sale agreements, charges, encumbrances, claims and restrictions of any kind and
nature whatsoever except as set forth in the Stockholders Agreement.

B. The McCullochs represent and warrant that neither of them
has assigned, pledged or otherwise encumbered the Notes representing the Debt.

C. The McCullochs represent and warrant that they have the
power, authority and legal capacity to execute and deliver this Agreement, to
consummate the transactions hereby contemplated and to take all other actions
required to be taken by them pursuant to the provisions hereof. The McCullochs
represent and warrant that neither the execution and delivery of this Agreement
nor the consummation of the transactions hereby contemplated will constitute any
violation or breach of any provision of any contract or other instrument to
which either of them is a party.

D. The Company represents and warrants that the Board of
Directors of the Company has authorized the execution and delivery of this
Agreement and the transactions hereby contemplated. The Company represents and
warrants that it has the power and authority to execute and deliver this
Agreement, to consummate the transactions hereby contemplated and to take all
other actions required to be taken by it pursuant to the provisions hereof. The
Company represents and warrants that neither the execution and delivery of this
Agreement nor the consummation of the transactions hereby contemplated will
constitute any violation or breach of any provision of any contract or other
instrument to which the Company is a party.

Third: Covenants.

A. None of the parties hereto will take any action which would
cause or constitute a breach, or would, if it had been taken immediately prior
to the date hereof, have caused or constituted a breach, of any of the
representations and warranties set forth in Article SECOND hereof;

B. Each of the parties hereto will use his or her or its best
efforts to (i) effectuate the transactions hereby contemplated and (ii) fulfill
the conditions to the Company's obligations under this Agreement.

Fourth: Miscellaneous.

A. All statements, certifications, representations and
warranties made herein by the parties hereto, and their respective obligations
to be performed pursuant to the terms hereof, shall survive the date hereof,
notwithstanding any examination by or on behalf of any party hereto,
notwithstanding any notice of a breach or of a failure to perform not waived in
writing and notwithstanding the consummation of the transactions hereby
contemplated with knowledge of such breach or failure.

B. All communications hereunder shall be in writing and shall
be sent by registered or certified mail, return receipt requested, if intended
for Xxxxxxxx or the Company shall be addressed to the Company, attention Xxxxx
Xxxxxxxx at 0000 Xxxxx 0X, Xxxxx Xxxxxxxxx, XX 00000 or at such other address of
which the Company shall have given notice to the other parties hereto in the
manner herein provided; if intended for the McCullochs, shall be addressed to
the McCullochs at MPS Capital, Inc., Five Xxxxxx Xxxxxxxxx Xxxxxx, Xxxxx 000,
Xxxxxx, XX 00000 or at such other address of which the McCullochs shall have
given notice to the other parties hereto in the manner herein provided; and if
intended for Xxxx, shall be addressed to Xxxx at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000 or at such other address of which Xxxx shall have given notice to
the other parties hereto in the manner herein provided.

C. This Agreement constitutes the entire understanding as to
the subject matter hereof among the parties and no waiver or modification of the
terms hereof shall be valid unless in writing signed by the party to be charged.

D. This Agreement shall be binding upon and inure to the
benefit of the parties hereto, their respective heirs, administrators,
executors, successors and permitted assigns.

E. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original and all of which taken together shall
constitute a single agreement.

F. The captions appearing in this Agreement are inserted only
as a matter of convenience and for reference and in no way define, limit or
describe the scope and intent of this Agreement or any provisions hereof.

G. This Agreement shall be governed by, and construed in
accordance with the laws of the State of New York applicable to contracts made
and to be performed wholly within said state without giving effect to conflict
of laws or principles thereof, except to the extent that the provisions hereof
relating to the corporate matters of the Company are
governed by the Delaware General Corporate law.

IN WITNESS WHEREOF, each of the undersigned have executed this
agreement on the date first written above.

SWISS NATURAL FOODS, INC.

By:

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A. Xxxxxx XxXxxxxxx, Xx.

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Xxxxxxx X. XxXxxxxxx

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Xxxxx X. Xxxxxxxx

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Xxxxxxx X. Xxxx

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EXHIBIT 10.2 Agreement made as of March 1, 1999, between SWISS NATURAL FOODS, INC., a Delaware corporation (the "Company") and Ralph Ferrante (the "Executive") superseding prior agreement dated as of March 1, 1999. 1. EMPLOYMENT The Company hereby...

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