SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 10-Q

                   Quarterly Report under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


For the Quarterly Period Ended September 30, 1999 Commission file number 0-18761


                           HANSEN NATURAL CORPORATION
             (Exact name of Registrant as specified in its charter)


           Delaware                                         39-1679918
          (State or other jurisdiction of            (I.R.S. Employer
           incorporation or organization           Identification No.)


                        2380 Railroad Street, Suite 101,
                          Corona, California 92880-5471
               (Address of principal executive offices) (Zip Code)


                                (909) 739 - 6200
               Registrant's telephone number, including area code:



         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant  was required to file such  reports) and (2) has been subject to such
filing requirements for the past 90 days.


                                    Yes X No




The registrant had 10,002,084 shares of common stock outstanding as of
November 1, 1999


                                       1

<PAGE>

                   HANSEN NATURAL CORPORATION AND SUBSIDIARIES
                               September 30, 1999

                                      INDEX



                                                                        Page No.


Part I.   FINANCIAL INFORMATION


Item 1.   Consolidated Financial Statements

          Consolidated Balance Sheets as of September 30, 1999
          and December 31, 1998                                              3

          Consolidated Statements of Operations for the
          three and nine-months ended September 30, 1999 and 1998            4

          Consolidated Statements of Cash Flows for the
          nine-months ended September 30, 1999 and 1998                      5

          Notes to Consolidated Financial Statements                         6


Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations                                7



Part II.  OTHER INFORMATION


Items 1-5 Not Applicable                                                    18


Item 6.   Exhibits and Reports on Form 8-K                                  18

          Signatures                                                        18


                                       2

<PAGE>

HANSEN NATURAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1999 AND DECEMBER 31, 1998 (Unaudited)

<TABLE>
---------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                 <C>                   <C>

                                                                                       September 30,         December 31,
                                                                                           1999                   1998
                                                 ASSETS

CURRENT ASSETS:
Cash and cash equivalents                                                           $       2,825,772     $        3,806,089
Accounts receivable (net of allowance for doubtful
    accounts, sales returns and cash discounts of $415,520
    in 1999 and $378,641 in 1998 and promotional allowances
    of $2,218,635 in 1999 and $1,608,123 in 1998)                                           4,421,682              1,827,544
Inventories, net                                                                            7,826,073              5,211,077
Prepaid expenses and other current assets                                                     590,069                244,318
                                                                                    ------------------    -------------------
                                                                                           15,663,596             11,089,028

PROPERTY AND EQUIPMENT, net                                                                   591,169                601,523

INTANGIBLE AND OTHER ASSETS:
Trademark license and trademarks (net of accumulated amortization
    of $2,912,362 in 1999 and $2,687,462 in 1998)                                          10,738,663             10,003,417
Note receivable from director                                                                                         20,861
Deposits and other assets                                                                     643,739                211,903
                                                                                    ------------------    -------------------
                                                                                           11,382,402             10,236,181
                                                                                    ------------------    -------------------
                                                                                    $      27,637,167     $       21,926,732
                                                                                    ==================    ===================

                       LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable                                                                    $       6,295,852     $        1,870,253
Accrued liabilities                                                                           485,770                403,864
Accrued compensation                                                                          313,249                476,001
Current portion of long-term debt                                                           1,167,792              2,072,818
Income taxes payable                                                                          122,342              1,269,185
                                                                                    ------------------    -------------------
                                                                                            8,385,005              6,092,121

LONG-TERM DEBT, less current portion                                                          766,317              1,334,967

DEFERRED INCOME TAX LIABILITY                                                                 756,986                557,461

SHAREHOLDERS' EQUITY:
Common stock - $.005 par value;  30,000,000  shares  authorized;  10,002,084 and
    9,911,905 shares issued
    and outstanding in 1999 and 1998, respectively                                             50,010                 49,560
Additional paid-in capital                                                                 11,235,096             11,207,765
Retained earnings                                                                           6,443,753              2,684,858
                                                                                    ------------------    -------------------
    Total shareholders' equity                                                             17,728,859             13,942,183
                                                                                    ------------------    -------------------
                                                                                    $      27,637,167     $       21,926,732
                                                                                    ==================    ===================

</TABLE>






                                       3

<PAGE>

HANSEN NATURAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE-MONTHS AND NINE-MONTHS ENDED SEPTEMBER 30,1999 AND 1998(Unaudited)

<TABLE>
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>                 <C>                 <C>                 <C>      
                                                              Three Months Ended                       Nine Months Ended
                                                                 September 30,                           September 30,
                                                     --------------------------------------   -------------------------------------
                                                            1999                1998                 1999                1998
                                                     -----------------   ------------------   -----------------   -----------------

NET SALES                                            $     20,491,265    $      16,589,368   $     54,862,616    $     41,804,753

COST OF SALES                                              11,060,928            8,703,684         29,044,061          21,326,455
                                                     -----------------   ------------------   -----------------   -----------------

GROSS PROFIT                                                9,430,337            7,885,684         25,818,555          20,478,298

OPERATING EXPENSES:
Selling, general and administrative                         7,121,372            5,975,153         19,373,804          15,537,504
Amortization of trademark license and trademarks               76,604               73,800             224,900            221,400
Other expenses                                                                      29,719              30,000             59,719
                                                     -----------------   ------------------   -----------------   -----------------

         Total operating expenses                           7,197,976            6,078,672          19,628,704          15,818,623
                                                     -----------------   ------------------   -----------------   -----------------

OPERATING INCOME                                            2,232,361            1,807,012           6,189,851           4,659,675

NONOPERATING EXPENSE (INCOME)
Interest and financing expense                                 34,651               82,347             137,763             301,055
Interest income                                               (40,758)             (31,707)            (90,781)            (38,758)
                                                       ---------------     ----------------     ---------------     ---------------
         Net nonoperating expense (income)                     (6,107)              50,640              46,982             262,297

INCOME BEFORE PROVISION
         FOR INCOME TAXES                                   2,238,468            1,756,372           6,142,869           4,397,378

PROVISION FOR INCOME TAXES                                    901,700              624,000           2,457,000           1,544,123
                                                     -----------------   ------------------   -----------------   -----------------


NET INCOME                                           $      1,336,768    $       1,132,372    $      3,685,869    $      2,853,255
                                                     =================   ==================   =================   =================


NET INCOME PER COMMON SHARE:
         Basic                                       $           0.13    $            0.12    $           0.37    $           0.31
                                                     =================   ==================   =================   =================
         Diluted                                     $           0.13    $            0.11    $           0.35    $           0.28
                                                     =================   ==================   =================   =================
NUMBER OF COMMON SHARES USED
      IN PER SHARE COMPUTATIONS:
         Basic                                              9,975,976            9,356,804           9,950,566           9,210,360
                                                     =================   ==================   =================   =================
         Diluted                                           10,625,105           10,549,988          10,544,156          10,302,057
                                                     =================   ==================   =================   =================

</TABLE>




                                       4

<PAGE>

HANSEN NATURAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE-MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (Unaudited)

<TABLE>
--------------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>                       <C> 
                                                                                      1999                      1998
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                     $      3,685,869          $      2,853,255
Adjustments to reconcile net income to
   net cash provided by operating activities:
   Amortization of trademark license and trademarks                                     224,900                   221,400
   Depreciation and other amortization                                                  139,939                   161,759
   Compensation expense related to issuance of stock options                             73,026                    40,577
   Deferred income taxes                                                                199,525
   Effect on cash of changes in operating assets and liabilities:
     Accounts receivable                                                             (2,594,138)                 (962,141)
     Inventories                                                                     (2,614,996)                 (291,641)
     Prepaid expenses and other current assets                                         (345,751)                 (311,718)
     Accounts payable                                                                 4,425,599                 1,056,839
     Accrued liabilities                                                                 81,906                    73,493
     Accrued compensation                                                              (162,752)                  246,261
     Income taxes payable                                                            (1,146,843)                1,532,790
                                                                               -----------------         -----------------
       Net cash provided by operating activities                                      1,966,284                 4,620,874

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment                                                     (129,585)                 (357,802)
Increase in trademark license and trademarks                                           (960,146)                  (87,867)
Decrease in note receivable from director                                                20,861                    29,291
Increase in deposits and other assets                                                  (431,836)                  (13,451)
                                                                               -----------------         -----------------
       Net cash used in investing activities                                         (1,500,706)                 (429,829)

CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt                                                 (1,904,926)                 (378,112)
Increase in long-term debt                                                              431,250
Issuance of common stock                                                                 27,781                    75,957
                                                                               -----------------         -----------------
       Net cash used in financing activities                                         (1,445,895)                 (302,155)

                                                                               -----------------         -----------------
NET (DECREASE) INCREASE IN CASH                                                        (980,317)                3,888,890

CASH, beginning of period                                                             3,806,089                   395,231
                                                                               -----------------         -----------------
CASH, end of period                                                            $      2,825,772          $      4,284,121
                                                                               =================         =================


SUPPLEMENTAL INFORMATION Cash paid during the year for:
     Interest                                                                  $        152,701          $        286,447
                                                                               =================         =================
     Income taxes                                                              $      3,370,000          $          2,400
                                                                               =================         =================

</TABLE>


NONCASH TRANSACTIONS:
  During the  nine-month  period ended  September 30, 1999,  the Company  issued
  67,876 shares of common stock to employees in  connection  with a net exercise
  of options to purchase 92,800 shares of common stock.



                                       5

<PAGE>

HANSEN NATURAL  CORPORATION AND  SUBSIDIARIES  NOTES TO  CONSOLIDATED  FINANCIAL
STATEMENTS FOR THE NINE-MONTHS ENDED SEPTEMBER 30, 1999 AND YEAR-ENDED  DECEMBER
31, 1998
----------------------------------------------------------------------------

         1.       BASIS OF PRESENTATION

         Reference is made to the Notes to Consolidated Financial Statements, in
         the Company's Form 10-K for the year ended December 31, 1998,  which is
         incorporated  by  reference,  for a  summary  of  significant  policies
         utilized by Hansen Natural Corporation  ("Hansen" or "Company") and its
         subsidiaries,  Hansen Beverage  Company ("HBC") and CVI Ventures,  Inc.
         The  information  set forth in these  interim  financial  statements is
         unaudited  and may be  subject  to  normal  year-end  adjustments.  The
         information  reflects  all  adjustments,   which  include  only  normal
         recurring adjustments, which in the opinion of management are necessary
         to make the financial statements not misleading.  Results of operations
         covered by this report may not  necessarily be indicative of results of
         operations for the full fiscal year.

         2.       INVENTORIES

         Inventories consist of the following at:


                                    September 30, 1999         December 31, 1998
                                   ---------------------      ------------------
         Raw materials                  $2,934,538                 $1,815,040
         Finished goods                  5,054,584                  3,664,270
                                   ---------------------      ------------------
                                         7,989,122                  5,479,310
         Less inventory reserves          (163,049)                  (268,233)
                                   ---------------------      ------------------
                                        $7,826,073                 $5,211,077
                                   =====================      ==================





                                       6

<PAGE>


MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS
--------------------------------------------------------------------------------
General

         During the quarter ended  September  30, 1999 the Company  continued to
make progress towards achieving its goal of expanding both the Hansen's(R) brand
product range and  distribution  of such  products  into new markets  outside of
California.

         During the quarter ended September 30, 1999, the Company introduced two
new lines of  children's  multi-vitamin  juice  products  in  8.5-ounce  aseptic
packages.

         During the quarter  ended  September 30, 1999,  net sales  increased by
23.5% to $20.5 million over the  comparable  period in 1998. The increase in net
sales  was  primarily  attributable  to sales of the  Company's  new  children's
multi-vitamin juice products as well as the Company's Signature Soda line, which
was  introduced  in the first quarter of 1999,  and increased  sales of Hansen's
energy and other  functional  drinks in 8.2-ounce slim cans. The increase in net
sales was also  attributable  to sales of two flavors of Hansen's  Smoothies  in
64-ounce  P.E.T.  plastic  bottles,  which package was  introduced in the fourth
quarter 1998,  increased  sales of the Healthy  Start(TM)  juice line,  and to a
lesser  extent,  increased  sales of Smoothies in cans,  apple juice lines,  and
spring water.  The increase in net sales was partially offset by decreased sales
of teas,  lemonades and juice  cocktails  and  Smoothies in 13.5-ounce  bottles.
Sales of Natural Sodas in cans were level with the comparable quarter of 1998.

         The Company is currently in the process of introducing  its new line of
premium functional  Smoothies in cans and anticipates  introducing such products
in bottles at the end of the year.

         The Company  continues to incur  expenditures  in  connection  with the
development and introduction of new products and flavors.



                                       7

<PAGE>
Results of Operations for the Three-Months  Ended September 30, 1999 Compared to
the Three-Months Ended September 30, 1998

         Net Sales.  For the  three-months  ended  September 30, 1999, net sales
were $20.5 million,  an increase of $3.9 million or 23.5% over the $16.6 million
net sales for the  three-months  ended  September 30, 1998.  The increase in net
sales  was  primarily  attributable  to sales of the  Company's  new  children's
multi-vitamin juice products as well as the Company's Signature Soda line, which
was  introduced  in the first quarter of 1999,  and increased  sales of Hansen's
energy and other  functional  drinks in 8.2-ounce slim cans. The increase in net
sales was also  attributable  to sales of two flavors of Hansen's  Smoothies  in
64-ounce  P.E.T.  plastic  bottles,  which package was  introduced in the fourth
quarter 1998,  increased  sales of the Healthy  Start(TM)  juice line, and, to a
lesser  extent,  increased  sales of Smoothies in cans,  apple juice lines,  and
spring water.  The increase in net sales was partially offset by decreased sales
of teas,  lemonades and juice  cocktails  and  Smoothies in 13.5-ounce  bottles.
Sales of Natural Sodas in cans were level with the comparable quarter of 1998.

         Gross Profit.  Gross profit was $9.4 million for the three-months ended
September  30, 1999,  an increase of $1.5 million or 19.6% over the $7.9 million
gross profit for the  three-months  ended September 30, 1998.  Gross profit as a
percentage of net sales decreased to 46.0% for the three-months  ended September
30, 1999 from 47.5% for the three-months  ended September 30, 1998. The increase
in gross profit was primarily  attributable to increased net sales. The decrease
in gross profit as a percentage of net sales was primarily attributable to lower
margins achieved as a result of a change in the Company's product mix.

         Total Operating  Expenses.  Total operating  expenses were $7.2 million
for the  three-months  ended  September 30, 1999, an increase of $1.1 million or
18.4% over total operating  expenses of $6.1 million for the three-months  ended
September  30,  1998.  Total  operating  expenses as a  percentage  of net sales
decreased to 35.1% for the three-months  ended September 30, 1999 from 36.6% for
the  three-months  ended  September  30, 1998.  The increase in total  operating
expenses  was  primarily   attributable  to  increased   selling,   general  and
administrative   expenses.  The  decrease  in  total  operating  expenses  as  a
percentage of net sales was primarily  attributable to the increase in net sales
and the comparatively  smaller increase in selling,  general and  administrative
expenses from the comparable period in 1998 and a decrease in other expenses.

         Selling,  general and administrative expenses were $7.1 million for the
three-months ended September 30, 1999, an increase of $1.1 million or 19.2% over
selling,   general  and   administrative   expenses  of  $6.0  million  for  the
three-months  ended  September  30, 1998.  Selling,  general and  administrative
expenses as a percentage  of net sales  decreased to 34.8% for the  three-months
ended  September 30, 1999 from 36.0% for the  three-months  ended  September 30,
1998. The increase in selling  expenses was primarily  attributable to increases
in  distribution  (freight)  expenses,  advertising,  promotional  expenditures,
particularly coupons, point of sale materials, samples and merchandise displays.
The  increase  in  selling  expenses  was  partially  offset  by a  decrease  in
promotional  allowances,  slotting  expenses,  and a slight decrease in in-store
demonstrations.   The  increase  in  general  and  administrative  expenses  was
primarily  attributable to increased  payroll and other costs in connection with
the  Company's  expansion   activities  into  additional  states  and  operating
activities to support the increase in net sales.




                                       8

<PAGE>

         Amortization  expense was $76,600 for the three-months  ended September
30, 1999 and $73,800 for the three-months ended September 30, 1998.

         There were no other expenses for the  three-months  ended September 30,
1999 as compared to $30,000 for the three-months ended September 30, 1998.

         Operating Income.  Operating income was $2,232,000 for the three-months
ended September 30, 1999, an increase of $425,000 or 23.5% over operating income
of $1,807,000 for the three- months ended September 30, 1998.  Operating  income
as a percentage of net sales was 10.9% for the three-months  ended September 30,
1999, which was about the same as in the comparable period in 1998. The increase
in  operating  income was  attributable  to the $1.5  million  increase in gross
profit which was  partially  offset by the increase of $1.1 million in operating
expenses.

         Net Nonoperating  Expense (Income).  Net nonoperating income was $6,000
for the  three-months  ended September 30, 1999, as compared to net nonoperating
expense of $51,000 for the  three-months  ended  September  30,  1998.  Interest
income was $41,000 for the three-months ended September 30, 1999, as compared to
interest income of $32,000 during the comparable period in 1998. The increase in
interest  income is  attributable  to an increase  in cash  invested in interest
bearing  securities.   Interest  and  financing  expense  was  $35,000  for  the
three-months  ended September 30, 1999 as compared to $82,000 for the comparable
period in 1998. The decrease in interest and financing  expense was attributable
to the fact that the principal  amounts  outstanding  on the Company's term loan
were lower in 1999 than during the comparable period in 1998.

         Provision  for Income  Taxes.  Provision for income taxes was $902,000,
for the three-months  ended September 30, 1999, an increase of $278,000 over the
provision for income taxes of $624,000 for the  comparable  period in 1998.  The
effective tax rate for the  three-months  ended  September 30, 1999 was 40.3% as
compared to 35.5% for the  comparable  period in 1998. The increase in provision
for income taxes was attributable to the increase in income before provision for
income taxes and the  increase in the  effective  tax rate for the  three-months
ended September 30, 1999. Certain net operating loss carryforwards resulted in a
lower  effective tax in 1998.  Such net operating  loss  carryforwards  were not
available in 1999.

         Net  Income.  Net  income was  $1,336,000  for the  three-months  ended
September 30, 1999,  compared to net income of $1,132,000  for the  three-months
ended  September 30, 1998.  The $204,000  increase in net income  consists of an
increase  in  operating  income of  $425,000  and a  decrease  of $57,000 in net
interest and financing expense which was partially offset by a $278,000 increase
in provision for income taxes.


                                       9

<PAGE>
Results of Operations for the  Nine-months  Ended September 30, 1999 Compared to
The Nine-months Ended September 30, 1998

         Net Sales. For the nine-months ended September 30, 1999, net sales were
approximately  $54.9  million,  an increase  of $13.1  million or 31.2% over the
$41.8  million net sales for the  nine-months  ended  September  30,  1998.  The
increase in net sales was primarily  attributable  to sales of the Company's new
Signature Soda line, which was introduced in the first quarter of 1999, sales of
Healthy  Start(TM) juice line, which was introduced during the second quarter of
1998,  sales of two flavors of Smoothies  in 64-ounce  P.E.T.  plastic  bottles,
which package was introduced in the fourth quarter of 1998,  increased  sales of
the Hansen's energy and other functional drinks in 8.2-ounce slim cans, sales of
the Company's new children's multi-vitamin juice products, which were introduced
during the third quarter of 1999, increased sales of Smoothies in cans and apple
juice product lines,  and, to a lesser  extent,  sales of the Company's new Gold
Standard Premium  functional tea line which was introduced in the second quarter
of 1999.  The increase in net sales was partially  offset by decreased  sales of
Smoothies in 13.5-ounce bottles, and teas, lemonades and juice cocktails.

         Gross Profit.  Gross profit was $25.8 million for the nine-months ended
September  30, 1999, an increase of $5.3 million or 26.1% over the $20.5 million
gross profit for the  nine-months  ended  September 30, 1998.  Gross profit as a
percentage of net sales decreased to 47.1% for the  nine-months  ended September
30, 1999 from 49.0% for the  nine-months  ended September 30, 1998. The increase
in gross profit was primarily  attributable to increased net sales. The decrease
in gross profit as a percentage of net sales was primarily attributable to lower
margins achieved as a result of a change in the Company's product mix.

         Total Operating  Expenses.  Total operating expenses were $19.6 million
for the  nine-months  ended  September  30, 1999, an increase of $3.8 million or
24.1% over total operating  expenses of $15.8 million for the nine-months  ended
September  30,  1998.  Total  operating  expenses as a  percentage  of net sales
decreased to 35.8% for the  nine-months  ended September 30, 1999 from 37.8% for
the  nine-months  ended  September  30, 1998.  The  increase in total  operating
expenses  was  primarily   attributable  to  increased   selling,   general  and
administrative   expenses.  The  decrease  in  total  operating  expenses  as  a
percentage of net sales was primarily  attributable to the increase in net sales
and the comparatively  smaller increase in selling,  general and  administrative
expenses from the comparable period in 1998.

         Selling, general and administrative expenses were $19.4 million for the
nine-months  ended September 30, 1999, an increase of $3.8 million or 24.7% over
selling,   general  and  administrative   expenses  of  $15.5  million  for  the
nine-months  ended  September  30,  1998.  Selling,  general and  administrative
expenses as a percentage  of net sales  decreased  to 35.3% for the  nine-months
ended  September  30,  1999 from 37.2% for the  comparable  period in 1998.  The
increase  in  selling  expenses  was  primarily  attributable  to  increases  in
distribution  (freight)  expenses,   advertising,   promotional  allowances  and
expenditures,  particularly in-store  demonstrations and coupons,  sampling, and
point of sale materials.  The increase in selling  expenses was partially offset
by a decrease in expenditures  incurred for slotting and  merchandise  displays.
The increase in general and administrative  expenses was primarily  attributable
to increased payroll and other costs in connection with the Company's  expansion
activities  into  additional  states and  operating  activities  to support  the
increase in net sales.



                                       10

<PAGE>

         Amortization  expense was $225,000 for the nine-months  ended September
30, 1999 and $221,400 for the nine-months ended September 30, 1998.

Other  expenses were $30,000 for the  nine-months  ended  September 30, 1999 and
$60,000 for the nine-months ended September 30, 1998.

         Operating  Income.  Operating income was $6,190,000 for the nine-months
ended  September 30, 1999,  an increase of  $1,530,000  or 32.8% over  operating
income of $4,660,000 for the  nine-months  ended  September 30, 1998.  Operating
income as a percentage of net sales increased to 11.3% for the nine-months ended
September 30, 1999 from 11.1% in the comparable  period in 1998. The increase in
operating  income was  attributable  to a $5.3 million  increase in gross profit
which was partially offset by an increase of $3.8 million in operating expenses.

         Net Nonoperating Expense (Income). Net nonoperating expense was $47,000
for the  nine-months  ended  September 30, 1999, a decrease of $215,000 from net
nonoperating  expense of $262,000 for the nine-months  ended September 30, 1998.
Interest and financing  expense was $138,000 for the nine-months ended September
30, 1999 as compared to $301,000 for the comparable period in 1998. The decrease
in interest and financing  expense was  attributable to a reduction in financing
fees  that  were  fully  amortized  in 1998 and to the fact  that the  principal
amounts  outstanding  on the Company's  term loan were lower in 1999 than during
the comparable  period in 1998.  Interest income was $91,000 for the nine-months
ended  September 30, 1999, as compared to interest  income of $39,000 during the
comparable period in 1998. The increase in interest income is attributable to an
increase in cash invested in interest bearing securities.

         Provision for Income Taxes.  Provision for income taxes was  $2,457,000
for the  nine-months  ended September 30, 1999, an increase of $913,000 over the
provision for income taxes of $1,544,000 for the comparable  period in 1998. The
effective  tax rate for the  nine-months  ended  September 30, 1999 was 40.0% as
compared to 35.1% for the  comparable  period in 1998. The increase in provision
for income taxes was attributable to the increase in income before provision for
income  taxes and the  increase in the  effective  tax rate for the  nine-months
ended September 30, 1999. Certain net operating loss carryforwards resulted in a
lower  effective tax in 1998.  Such net operating  loss  carryforwards  were not
available in 1999.

         Net  Income.  Net  income  was  $3,686,000  for the  nine-months  ended
September  30, 1999  compared to net income of  $2,853,000  for the  nine-months
ended  September 30, 1998.  The $833,000  increase in net income  consists of an
increase in  operating  income of  $1,530,000  and a decrease of $215,000 in net
interest  and  financing  expenses  which was  partially  offset  by a  $913,000
increase in provision for income taxes.



                                       11

<PAGE>
Liquidity and Capital Resources

         As of September 30, 1999, the Company had working capital of $7,279,000
compared to working  capital of $4,997,000 as of December 31, 1998. The increase
in  working  capital  was  primarily  attributable  to net income  earned  after
adjustments for certain noncash  expenses,  primarily  amortization of trademark
license and trademarks, depreciation and other amortization, and deferred income
taxes.  The increase in working capital was partially  offset by repayments made
in reduction of HBC's term loan, increases in trademark licenses and trademarks,
increases  in deposits  and other  assets,  and  acquisitions  of  property  and
equipment.

         Net cash provided by operating  activities  decreased to $1,966,000 for
the  nine-months  ended  September  30, 1999 as compared to net cash provided by
operating  activities  of  $4,621,000  for the  comparable  period in 1998.  The
decrease in net cash provided by operating activities was primarily attributable
to increases in inventories  and accounts  receivable to support the increase in
net sales and a decrease in income taxes payable, which were partially offset by
an increase in accounts payable.

         Net  cash  used  in  investing   activities   was  $1,501,000  for  the
nine-months  ended  September 30, 1999 as compared to net cash used in investing
activities  of  $430,000  for the  comparable  period in 1998.  Net cash used in
investing  activities  was  primarily  attributable  to an increase in trademark
license and trademarks,  an increase in deposits and other assets, and purchases
of property and equipment. Increase in trademark license and trademarks includes
$775,000 in respect of the cost of acquisition of the exclusive ownership of the
Hansen's  trademark and trade names which were  previously held in trust for the
benefit of HBC and The Fruit Juice  Company of  California,  Inc.  Deposits  and
other assets include  certain graphic design expenses which are amortized over a
number of years.

         Net  cash  used  in  financing   activities   was  $1,446,000  for  the
nine-months  ended  September 30, 1999 as compared to net cash used in financing
activities of $302,000 for the  comparable  period in 1998.  The increase in net
cash used in  financing  activities  was  primarily  attributable  to  principal
payments made in reduction of HBC's term loan partially offset by portion of the
cost of  acquisition  of the exclusive  ownership of the Hansen's  trademark and
trade names, as described above.

         As of September 30, 1999,  $1,499,000  was  outstanding  under the term
loan, as compared to $3,400,000 outstanding on December 31, 1998. Effective June
14, 1999, the Company's  bank reduced the annual  interest rate on the term loan
from the bank's base rate ("prime") plus 1 1/2% to prime plus 1/2%.

         HBC's  revolving  line of credit has been renewed by its bank until May
1, 2000.  The effective  borrowing  rate under the  revolving  line of credit is
prime plus 1/4%.  HBC  anticipates  that the  revolving  line of credit  will be
renewed when it expires on May 1, 2000; however,  there can be no assurance that
it will in fact be renewed or, if renewed,  that the terms of such  renewal will
not be disadvantageous to HBC and its business.





                                       12

<PAGE>
         The  acquisition  of increased  inventories  and  increases in accounts
receivable,  acquisition  of property  and  equipment,  increases  in  trademark
licenses and trademarks,  repayment of the Company's long-term debt,  repurchase
of the Company's  common stock,  as well as HBC's  acquisition  and  development
plans  are,  and for the  foreseeable  future  are,  expected  to  remain  HBC's
principle recurring use of cash and working capital funds.  Although the Company
has no current  plans to incur any material  capital  expenditures,  management,
from time to time, considers the acquisition of capital equipment,  particularly
coolers,  merchandise displays, vans and promotional vehicles,  trademarks,  and
businesses  compatible  with the image of the  Hansen's(R)  brand as well as the
development  and  introduction  of new  product  lines.  The Company may require
additional  capital  resources in the event of any such  transaction,  depending
upon the cash requirements  relating thereto.  Any such transaction will also be
subject to the terms and restrictions of HBC's credit facilities.

         Management  believes  that  cash  generated  from  operations  and  the
Company's cash  resources and amounts  available  under HBC's  revolving line of
credit,  will be  sufficient  to meet its  operating  cash  requirements  in the
foreseeable  future,  including  purchase  commitments  for raw materials,  debt
servicing,  expansion and development  needs as well as any purchases of capital
assets or equipment.

Year 2000 Compliance

         Many currently  installed  computer  systems and software  products are
coded to accept only two digit  entries in the date code field.  These date code
fields will need to accept four digit  entries or be modified in some fashion to
distinguish  twenty-first  century  dates from  twentieth  century  dates.  This
problem could force  computers to either  shut-down or provide  incorrect  data.
Incomplete  or  untimely  resolution  of Year  2000  issues by the  Company,  by
critically  important  suppliers,  co-packers  or customers of the Company could
have  a  material  adverse  impact  on the  Company's  business,  operations  or
financial condition in the future.

         The Company's Year 2000 compliance  efforts are ongoing and its overall
plan,  as well as the  consideration  of  contingency  plans,  will  continue to
evolve, as new information  becomes available.  While the Company anticipates no
major interruption of its business  activities,  this will be dependent in part,
upon the  ability  of third  parties  to be Year 2000  compliant.  Although  the
Company has  implemented  the  actions  described  below to address  third party
issues, it has no direct ability to influence  compliance  actions by such third
parties or to verify their  representations  that they are Year 2000  compliant.
The Company's  most  significant  potential  risk is the temporary  inability of
certain key suppliers to supply raw materials and/or key co-packers to pack some
of the Company's  products in certain  locations and/or certain of the Company's
major customers to order and pay on a timely basis,  should their systems not be
Year 2000 compliant by January 1, 2000.

         The  Company  is  in  the  process  of  investigating  its  information
technology  ("IT")  systems as well as its  non-information  technology  ("NIT")
systems.  Based upon such investigation,  the Company believes that the majority
of its IT and NIT systems are Year 2000 compliant. However, certain systems such
as the communication and voice mail system still require  remediation.  To date,
the  expenses  incurred by the  Company in order to become Year 2000  compliant,
including computer software costs, have been approximately $100,000 and the


                                       13

<PAGE>
current  estimated  cost to  complete  remediation  is  expected  not to  exceed
$20,000.  Such costs,  other than  software,  have been and will  continue to be
expensed as incurred.  Remediation and testing activities are well underway with
approximately  95% of the  Company's  systems  already  compliant.  The  Company
estimates that it will complete the required  remediation,  including testing of
all its IT and NIT systems, and be fully compliant, by the end of 1999.

         An assessment of Year 2000 compliance issues by third parties with whom
the  Company  has  relationships,   such  as  critically   important  suppliers,
co-packers,  customers,  banking institutions,  payroll processors and others is
ongoing. The Company has inquired and continues to inquire of such third parties
as to their  readiness  with respect to Year 2000  compliance  issues and has to
date received  indications from certain of them that their systems are compliant
or in the process of  remediation.  The Company will  continue to monitor  these
third  parties to  determine  the  possible  impact of their  non-compliance  or
otherwise  on the  business of the Company and the actions the Company can take,
if any,  in the  event of  non-compliance  by any of these  third  parties.  The
Company believes there are multiple vendors of many of the goods and services it
receives  from its  suppliers  and thus Year 2000  compliance  issue  risks with
respect to any particular supplier is mitigated by this factor. However, certain
flavors and ingredients used by the Company are unique to certain  suppliers and
the Company  does not have and may not be able to secure  alternative  suppliers
therefor or alternatively, alternative suppliers that are able to supply flavors
or ingredients  of the same or similar  quality and/or with the same and similar
taste.  The Company also is dependent on customers  for sales and for  cashflow.
Interruptions  in customers'  operations due to Year 2000 issues could result in
decreased revenue, increased inventory and cash flow reductions.

         Contingency plans for Year 2000 related interruptions will be developed
during 1999 where  necessary and possible and will  include,  but not be limited
to, the development of emergency back-up and recovery procedures, remediation of
existing  systems  parallel  with the  installation  of new  systems,  replacing
electronic  applications with manual processes,  identification  and securing of
alternative  suppliers and increasing raw material and finished goods  inventory
levels and alternative sales strategies.  All plans are expected to be completed
by the end of 1999.

         The Company's  plans,  which  continue to evolve,  including  estimated
costs and dates for completion of Year 2000 remediation,  are based in important
part on numerous assumptions about future events.  Certain of these assumptions,
involving key matters such as the availability of certain resources, third party
remediation plans and other factors,  involve inherent  uncertainties or are not
within the Company's control.  Given the numerous and significant  uncertainties
involved,  there can be no assurance  that these  estimates will be achieved and
therefore,  actual results could differ materially.  Specific factors that might
cause  material  differences  include,  but are not  limited  to, the ability to
identify  and  correct  all  relevant   computer   codes  and  imbedded   chips,
unanticipated  difficulties or delays in the implementation of project plans and
the ability of third parties to remediate their respective systems.


                                       14

<PAGE>
European Monetary Union

         Within  Europe,  The European  Economic and Monetary  Union (the "EMU")
introduced a new currency,  the euro, on January 1, 1999. The new currency is in
response to the EMU's policy of economic  convergence to harmonize trade policy,
eliminate  business costs  associated with currency  exchange and to promote the
free flow of capital, goods and services.

         On January 1, 1999,  the  participating  countries  adopted the euro as
their local  currency,  initially  available  for  currency  trading on currency
exchanges  and  noncash   transactions  such  as  banking.  The  existing  local
currencies,  or legacy  currencies,  will remain legal tender through January 1,
2002.  Beginning  on January 1, 2002,  euro-denominated  bills and coins will be
used for cash  transactions.  For a period of up to  six-months  from this date,
both legacy  currencies and the euro will be legal tender.  On or before July 1,
2002,  the  participating  countries  will  withdraw all legacy  currencies  and
exclusively use the euro.

         The Company's transactions are recorded in U.S. Dollars and the Company
does not currently  anticipate future  transactions  being recorded in the euro.
Based on the lack of  transactions  recorded in the euro,  the Company  does not
believe  that the euro will have a material  effect on the  financial  position,
results of operations or cash flows of the Company. In addition, the Company has
not  incurred  and does not  expect  to incur  any  significant  costs  from the
continued  implementation of the euro,  including any currency risk, which could
materially  affect the  Company's  business,  financial  condition or results of
operations.

         The Company has not experienced any significant operational disruptions
to date and does not currently expect the continued  implementation  of the euro
to cause any significant operational disruptions.




                                       15

<PAGE>
Forward Looking Statements

         The Private Security Litigation Reform Act of 1995 (the "Act") provides
a safe  harbor  for  forward  looking  statements  made by or on  behalf  of the
Company. The Company and it's representatives may from time to time make written
or oral  forward  looking  statements,  including  statements  contained in this
report and other  filings with the  Securities  and Exchange  Commission  and in
reports to  shareholders  and  announcements.  Certain  statements  made in this
report,  including  certain  statements  made  in  management's  discussion  and
analysis,  may  constitute  forward  looking  statements  (within the meaning of
Section  27.A of the  Securities  Act 1933 as amended  and  Section  21.E of the
Securities  Exchange Act of 1934,  as amended)  regarding  the  expectations  of
management  with  respect to  revenues,  profitability,  adequacy  of funds from
operations and the Company's  existing credit facility,  among other things. All
statements  which address  operating  performance,  events or developments  that
management  expects or  anticipates  will or may occur in the  future  including
statements  related to new products,  volume  growth,  revenues,  profitability,
adequacy  of  funds  from  operations,  and/or  the  Company's  existing  credit
facility,  earnings per share growth,  statements  expressing  general  optimism
about future operating results and  non-historical  Year 2000  information,  are
forward looking statements within the meaning of the Act.

Management  cautions that these  statements  are qualified by their terms and/or
important  factors,  many of which are outside  the control of the Company  that
could cause actual results and events to differ  materially  from the statements
made including, but not limited to, the following:

o  Company's  ability to  generate  sufficient  cash  flows to  support  capital
expansion  plans  and  general  operating  activities;  o  Changes  in  consumer
preferences;  o Changes in demand that are weather related,  particular in areas
outside of  California;  o  Competitive  products and pricing  pressures and the
Company's  ability to gain or maintain  share of sales in the  marketplace  as a
result of actions by competitors; o The introduction of new products; o Laws and
regulations,  and/or  any  changes  therein,  including  changes  in  accounting
standards,  taxation requirements  (including tax rate changes, new tax laws and
revised tax law  interpretations)  and environmental laws as well as the Federal
Food Drug and Cosmetic Act, the Dietary Supplement Health and Education Act, and
regulations  made thereunder or in connection  therewith,  especially those that
may affect the way in which the Company's  products are marketed as well as laws
and regulations or rules made or enforced by the Food and Drug Administration; o
Changes  in the  cost and  availability  of raw  materials  and the  ability  to
maintain  favorable  supply  arrangements and  relationships  and procure timely
and/or  adequate  production  of all or any  of the  Company's  products;  o The
Company's ability to achieve earnings forecasts, which may be based on projected
volumes and sales of many product  types and/or new  products,  certain of which
are more profitable than others. There can be no assurance that the Company will
achieve  projected levels or mixes of product sales; o The Company's  ability to
penetrate new markets;

                                       16

<PAGE>
  o The marketing efforts of distributors of the Company's
products,  most of  which  distribute  products  that are  competitive  with the
products of the Company; o Unilateral decisions by distributors, grocery chains,
specialty chain stores, club stores and other customers to discontinue  carrying
all or any of the  Company's  products that they are carrying at any time; o The
terms and/or  availability of the Company's credit facilities and the actions of
it's creditors; o The effectiveness of the Company's advertising,  marketing and
promotional  programs;  o Adverse weather conditions,  which could reduce demand
for  the  Company's  products;  o  The  Company's  customers',  co-packers'  and
suppliers' ability to replace,  modify or upgrade computer programs in ways that
adequately  address Year 2000 issues;  and o The Company's project plans,  which
continue to evolve,  including  estimated costs and dates for completion of Year
2000  remediation,  are based in important  part on numerous  assumptions  about
future events.  Certain of these assumptions,  involving key matters such as the
availability  of certain  resources,  third  party  remediation  plans and other
factors, involve inherent uncertainties or are not within the Company's control.
Given the  numerous  and  significant  uncertainties  involved,  there can be no
assurance that these  estimates will be achieved and actual results could differ
materially.  Specific factors that might cause material differences include, but
are not limited to, the inability to identify and correct all relevant  computer
codes  and  imbedded  chips,   unanticipated   difficulties  or  delays  in  the
implementation  of project  plans and the ability of third  parties to remediate
their respective systems.

The foregoing list of important factors is not exhaustive.

Inflation

         The Company does not believe that inflation has a significant impact on
the Company's results of operations for the periods presented.





                                       17

<PAGE>


 
                          PART II - OTHER INFORMATION



         Items 1 - 5.     Not Applicable


         Item 6.          Exhibits and Reports on Form 8-K

                    (a)     Exhibits - See Exhibit Index

                    (b)     Reports on Form 8-K - None







                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                               HANSEN NATURAL CORPORATION
                                               Registrant


Date:   November 12, 1999
                                               /s/ Rodney C. Sacks
                                               Chairman of the Board
                                               and Chief Executive Officer


Date:   November 12, 1999

                                               /s/ Hilton H. Schlosberg
                                               Vice Chairman of the Board,
                                               President, Chief Operating
                                               Officer, Chief Financial
                                               Officer and Secretary



                                       18

<PAGE>



                                  EXHIBIT INDEX


Exhibit 10 (lll)  Assignment and Agreement dated as of September 22, 1999 by The
     Fresh Juice Company of California, Inc. and Hansen Beverage Company.

Exhibit 10 (mmm) Settlement  Agreement dated as of September 1999 by and between
     and among Rodney C. Sacks, as sole Trustee of The Hansen's Trust and Hansen
     Beverage Company The Fresh Juice Company of California, Inc.

Exhibit 10 (nnn)  Trademark  Assignment  dated as of  September  24, 1999 by and
     between The Fresh Juice Company of California,  Inc.  (Assignor) and Rodney
     C. Sacks as sole Trustee of The Hansen's Trust (Assignee).

Exhibit 10 (ooo)  Settlement  Agreement  dated as of  September  3,  1999 by and
     between The Fresh Juice Company of  California,  Inc.,  The Fresh  Smoothie
     Company, LLC, Barry Lublin, Hansen's Juice Creations,  LLC, Harvey Laderman
     and Hansen Beverage Company and Rodney C. Sacks, as Trustee of The Hansen's
     Trust.

Exhibit 10 (ppp) Royalty  Agreement dated as of April 26, 1996 by and between 
     Hansen's Juices,  Inc. and  Hansen's  Juice  Creations,  Limited Liability
     Company.

Exhibit 10 (qqq)  Royalty  Agreement  dated as of April 26,  1996 by and between
     Gary  Hansen,  Anthony  Kane and Burton S.  Rosky,  as trustees of Hansen's
     Trust and Hansen's Juice Creations, a limited liability company.

Exhibit 10 (rrr) Letter Agreement dated May 14, 1996.

Exhibit 10 (sss)  Amendment  to Royalty  Agreement  as of May 9,  1997 by and
     between The Fresh Juice Company of California and Hansen's Juice Creations,
     Limited Liability Company.

Exhibit 10 (ttt) Assignment of License Agreements dated as of February 1999 by 
     Hansen's Juice Creations, LLC (Assignor) to Fresh Smoothie, LLC (Assignee)







                A S S I G N M E N T   A N D   A G R E E M E N T


The  Assignment  and  Agreement,  made  this  22nd day of  September,  1999 (the
"Effective Date"), by THE FRESH JUICE COMPANY OF CALIFORNIA,  INC.  (hereinafter
referred to as the  "Assignor"),  a Delaware  corporation  having its  principal
offices at 875 West  Eighth  Street,  Azusa,  California,  and  HANSEN  BEVERAGE
COMPANY  (hereinafter  referred to as the  "Assignee"),  a Delaware  corporation
having  its  principal  offices at 2380  Railroad  Street,  Suite  101,  Corona,
California  (each of the  Assignor and Assignee  being  hereinafter  referred to
individually as a "Party" and collectively as the "Parties");

INTRODUCTION AND RECITALS

          WHEREAS,  Assignor,  as the sole  successor  and/or  sole  assignee of
HANSEN'S JUICES,  INC.  ("HJI"),  owns,  possesses and/or enjoys certain rights,
titles and interests, whether as owner, exclusive licensee, or otherwise: (i) as
a grantor  and  beneficiary  under  and  pursuant  to the terms of that  certain
Agreement of Trust made as of July 27, 1992,  as amended  (hereinafter  referred
to, together with its amendments, as the "Trust Agreement",  annexed as Schedule
1 hereto) by, between and among HJI and Assignee as  grantors/beneficiaries  and
Gary  Hansen,  Anthony  Kane and  Burton S.  Rosky as  trustees  (said  trustees
hereinafter
  referred to collectively as the "Former Trustees") and predecessors
of Rodney C. Sacks,  the current trustee (the "Trustee") of a trust  established
by the Trust Agreement for the benefit of HJI and the Assignee (hereinafter, the
"Trust");  and (ii) as exclusive  Licensee pursuant to that certain Fresh Juices
License  Agreement,  as amended  (hereinafter  referred  to,  together  with its
amendments,  as the "Fresh  Juices  Agreement",  annexed  as  Schedule 2 hereto)
entered into on July 27, 1992 between HJI as Licensee and the Former Trustees on
behalf of the Trust as Licensor;  and (iii) as a party entitled,  inter alia, to
procure  certain Third Party Licenses  pursuant to that certain  Royalty Sharing
Agreement  (hereinafter referred to as the "Royalty Sharing Agreement",  annexed
as Schedule 3 hereto)  entered  into on July 27, 1992 by,  between and among the
Former  Trustees  on behalf of the Trust,  HJI and the  Assignee;  and (iv) as a
licensor or sublicensor to Hansen's Juice Creations,  Limited  Liability Company
("Juice  Creations") of certain rights and licenses  granted to HJI by the Fresh
Juices Agreement and/or the Royalty Sharing Agreement,  said rights and licenses
being licensed by HJI to Juice Creations pursuant to the Royalty Agreement dated
April 26, 1996 between Juice Creations and HJI (the "Juices Royalty  Agreement",
annexed as Schedule 4 hereto),  and a letter  agreement  dated May 14, 1996 (the
"Letter  Agreement",  annexed as Schedule 5 hereto), as amended by HJI and Juice
Creations'  subsequent  agreement to an amendment thereof dated May 9, 1997 (the
"Juices Royalty Amendment", annexed as Schedule 6 hereto), entered into together
with the Agreement of Purchase and Sale of Membership Interests and Amendment of
Royalty Agreement (the "Membership  Purchase  Agreement") dated May 9, 1997 (the
Juices  Royalty  Agreement,  as amended by the Letter  Agreement  and the Juices
Royalty Amendment and all of the terms and conditions of the Membership Purchase
Agreement, and/or of such other agreement, as purport to govern Juice Creations'
right and  license in the  Trademarks  and/or  Trade  Names,  being  hereinafter
referred to collectively as the "Fresh Juices Sublicense");  and (v) pursuant to
the foregoing agreements,  or otherwise, as the owner, registrant,  or possessor
of other rights, titles and/or interests in and to the common law and registered
trademark  "HANSEN'S",  alone or in conjunction with other words, and in various
forms,  variations,  or composites thereof,  together with all registrations and
applications for registration for said mark, including,  without limitation, the
U.S. trademark  registration No. 1,258,780 for "HANSEN'S"  (hereinafter referred
to as the  "Trademarks"),  which are fully described in the annexed  Schedule 7,
incorporated as a part hereof; and (vi) pursuant to the foregoing agreements, or
otherwise,  as the owner,  registrant,  or  possessor of rights,  titles  and/or
interests in and to the common law and registered designation "HANSEN'S",  alone
or in  conjunction  with  other  words,  and in  various  forms,  variations  or
composites  thereof,  as a service mark, trade name,  commercial  name,  company
name,  business name,  corporate name or doing business name,  together with all
registrations and applications for registration thereof (hereinafter referred to
as the "Trade Names"),  each of which is fully described in the annexed Schedule
8, incorporated as a part hereof; (vii) pursuant to the foregoing agreements, or
otherwise,  as the owner,  registrant,  or  possessor of rights,  titles  and/or
interests in and to the trade dress and pictorial work herein entitled "HANSEN'S
GIRL",  depicted on the attached  Schedule 9, and incorporated as a part hereof;
all of the foregoing  rights,  titles and interests of Assignor  hereinabove set
forth in this paragraph  being  hereinafter  referred to,  collectively,  as the
"Intellectual Property"; and WHEREAS, the aforesaid rights, titles and interests
of Assignor in the Intellectual Property include, without limitation, the entire
right,  title and interest of Assignor and HJI in and to the  Trademarks and the
Trade Names,  together with all  registrations and applications for registration
thereof; and WHEREAS, Assignee is desirous of hereby acquiring the entire right,
title and  interest  of HJI and  Assignor,  HJI's  sole  successor  and/or  sole
assignee,  in and to the Intellectual  Property,  in whole and in part, together
with the goodwill of the business  associated  with the  Intellectual  Property,
including,  without limitation,  the entire right, title and interest of HJI and
Assignor:  (i) as grantor and beneficiary under and pursuant to the terms of the
Trust Agreement;  and (ii) as exclusive Licensee under and pursuant to the terms
of the Fresh Juices  Agreement;  and (iii) as a party  entitled,  inter alia, to
procure  certain  Third Party  Licenses  under and  pursuant to the terms of the
Royalty Sharing Agreement;  and (iv) as Licensor under and pursuant to the terms
of the Fresh Juices  Sublicense;  and WHEREAS,  it is the primary  intention and
purpose of this  Assignment  and Agreement to transfer  such rights,  titles and
interests  to  Assignee  as will  enable  Assignee  to  assume  full  ownership,
possession  and  enjoyment  of  all  right,  title  and  interest  in and to the
Trademarks and Trade Names,  (including,  without limitation,  the entire, valid
and  exclusive  ownership  and  title  therein  and  in  all  registrations  and
applications  for  registration  thereof,  and all  goodwill  of the  businesses
directly  associated  therewith),  by, among other means,  enabling  Assignee to
cause the  assignment  and  transfer by the Trust of all such  right,  title and
interest to Assignee or Assignee's designee;  NOW, THEREFORE, TO ALL WHOM IT MAY
CONCERN,  BE IT KNOWN,  that, in  consideration of the foregoing  premises;  the
mutual covenants,  agreements and understandings hereinafter contained; the sums
set forth in Section 2 below;  and other  good and  valuable  consideration  the
validity, receipt and sufficiency of which Assignor does hereby acknowledge, the
Parties  acknowledge and agree as follows:  Section 1: Assignment.  The Assignor
has sold, assigned,  transferred,  set over and conveyed, and by this Assignment
and Agreement does hereby sell, assign, transfer, set over and convey, effective
as  of  the  Effective   Date,   unto  the  Assignee,   Assignee's   successors,
representatives  and assigns,  the Assignor's and HJI's entire right,  title and
interest  throughout  the  United  States,  world  and  universe  in  and to the
Intellectual  Property,  together  with the goodwill of the business  associated
therewith, including, without limitation, the Assignor's and HJI's entire right,
title and interest in and to each of the following licenses and agreements:  (A)
the Fresh Juices Agreement;  and (B) the Royalty Sharing Agreement;  and (C) the
Trust Agreement; and (D) the Fresh Juices Sublicense, provided and on condition,
however, that the above assignment "(D)" of Assignor's right, title and interest
in and to the Fresh  Juices  Sublicense  shall not take effect  unless and until
Assignor   finally   resolves,   pursuant  to  settlement   and  release  and/or
non-appealable  judicial or arbitral award,  order and/or judgment,  its dispute
with Juice Creations,  the Fresh Smoothie  Company,  Limited  Liability  Company
("FSC"),  Harvey  Laderman and Barry Lublin and any of their  purported  agents,
heirs, executors, successors or assigns, as set forth in Assignor's Cross-Demand
for  Declaratory  Relief,  dated  August  11,  1999,  filed  with  the  American
Arbitration Association and all claims,  counterclaims or other matters relating
thereto (the "Fresh Juices Sublicense Dispute"),  and further provided, that the
above  assignments shall not include any goodwill of the business of Assignor or
HJI not directly associated with the Intellectual Property and further provided,
that the above assignments shall not include any words, graphics, designs and/or
other trade dress features that Assignor is using as of the Effective Date other
than the  Trademarks,  Trade Names and/or  HANSEN'S GIRL,  all right,  title and
interest in and to which  Trademarks,  Trade Names and HANSEN'S  GIRL are herein
assigned to Assignee, and none of which Trademarks,  Trade Names and/or HANSEN'S
GIRL shall henceforth be used by Assignor,  in any manner or medium,  including,
without limitation, in any advertising,  promotional,  marketing, sales or other
commercial  materials,  in, on, as or in connection with any trademark,  service
mark, trade dress,  trade name,  commercial name,  corporate name, company name,
business  name or any other  designation  of source,  association,  affiliation,
sponsorship or origin,  except  pursuant to such express  written  license as is
herein, or as may hereafter be, granted by Assignee.
         The Assignor further  irrevocably agrees to complete the aforementioned
assignment to Assignee, for the consideration herein stated, of the Fresh Juices
Sublicense and Assignor's rights thereunder  forthwith upon the final resolution
of the Fresh Juices Sublicense Dispute pursuant to settlement and release and/or
non-appealable  judicial or arbitral award, order and/or judgment,  in the event
that the Fresh  Juices  Sublicense  remains in force and effect,  in whole or in
part, after final resolution of such Dispute;  provided,  however,  that neither
the  foregoing  assignment,  nor any  other  provision  of this  Assignment  and
Agreement,  shall transfer or assign, or in any way be construed as transferring
or assigning,  to Assignee:  (a) any rights to, or benefit of, the obligation or
duty of Juice Creations or FSC or either of their successors, representatives or
assigns  (hereinafter  all referred to  collectively  as "HJCL") to purchase its
juice products or  ingredients  or any other products from Assignor;  or (b) any
obligation or duty to supply HJCL with said juice products or ingredients or any
other products;  or (c) or any obligation or duty to refrain from or observe any
restriction  upon  competition  with HJCL; or (d) any  obligation or duty not to
unreasonably or otherwise  withhold consent to any request by HJCL to advertise,
promote,  sell,  manufacture or distribute  any product in competition  with any
product advertised, promoted, sold, manufactured or distributed by Assignee; and
(e) any obligations,  duties or liabilities  whatsoever that Assignor or HJI may
at any  past,  present  or  future  time  have or  incur to or in favor of HJCL,
whether in terms of or pursuant to any sublicense  between Assignor and HJCL, or
HJI and HJCL, or otherwise.
         Section  2:  Consideration.   The  monetary  consideration  payable  by
Assignee to Assignor for the assignment  herein of the Intellectual  Property is
to be allocated as follows:  (A) the sum of $200,000 (TWO HUNDRED  THOUSAND U.S.
DOLLARS)  for the  assignment  set  forth in  Section  1(A);  and (B) the sum of
$175,000 (ONE HUNDRED SEVENTY-FIVE THOUSAND U.S. DOLLARS) for the assignment set
forth in Section 1(B); and (C) the sum of $400,000  (FOUR HUNDRED  THOUSAND U.S.
DOLLARS) for the  assignment  set forth in Section 1(C);  and (D) the sum of $10
(TEN U.S.  DOLLARS) for such assignment,  if any, of the Fresh Juices Sublicense
as may hereafter be completed by Assignor to Assignee  pursuant to the terms and
conditions of  Assignor's  assignment  obligation  set forth in Section 1 above.
Section  3:  Terms of  Payment.  The  foregoing  consideration  shall be paid by
Assignee to  Assignor  as  follows:  (A)  $343,750  (THREE  HUNDRED  FORTY THREE
THOUSAND  SEVEN  HUNDRED  FIFTY  U.S.  DOLLARS)  on the date of  signing of this
Assignment  and  Agreement;  and (B) $143,750 (ONE HUNDRED FORTY THREE  THOUSAND
SEVEN HUNDRED FIFTY U.S.  DOLLARS) on each of the following dates: (i) August 1,
2000 (ii)  August 1, 2001 (iii)  August 1, 2002  Assignee  may,  at its  option,
prepay any of the amounts due  pursuant to this Section  3(B);  and (C) $10 (TEN
U.S. DOLLARS) within 30 (thirty) days after written  notification to Assignee by
Assignor that there has been a final  resolution of the Fresh Juices  Sublicense
Dispute and that the Fresh  Juices  Sublicense  remains in force and effect,  in
whole or in part,  after  such  final  resolution,  which  written  notification
Assignor  hereby  agrees  to give  to  Assignee  within  5  (five)  days of such
resolution;  and (D) In the event Assignor has not received payment within three
(3) business days of any due date set forth in Section 3(B) above,  Assignor may
give written  notice of  non-receipt  in  accordance  with Section 11(D) of this
Assignment and Agreement. Assignee shall then have thirty (30) days within which
to deliver the full amount of the overdue payment to Assignor. If Assignee fails
to deliver  full  payment  within  that  period,  Assignor  may,  at its option,
terminate  this  Agreement by giving written notice of termination in accordance
with the  notice  provisions  set forth in  Section  11(D)  hereof.  Section  4:
Non-Encumbrance.  Upon the signing of this Assignment and Agreement,  except for
its  performance of the  assignments  and transfers to Assignee set forth herein
and the continuation of the pre-existing sublicense,  if any, to Juice Creations
and/or  its  permitted  assigns,  if any,  under  the Fresh  Juices  Sublicense,
Assignor shall not cause or suffer any of the Intellectual Property,  including,
without limitation, any of the licenses,  agreements or other subject matter set
forth in Section 1(A) through 1(D) above, or any right,  title or interest in or
to any of the  Intellectual  Property,  to be made  subject to any grant,  sale,
assignment,  transfer,  set  over,  conveyance,  license,  sublicense,  security
interest,  mortgage,  pledge,  hypothecation,  lien,  exception,  claim, charge,
imperfection  in  title,   agreement,   commitment,   instrument,   arrangement,
understanding,  undertaking,  indenture, duty, obligation,  indemnification,  or
encumbrance of any kind (hereinafter referred to collectively as "Impairments");
provided, however, that in the event any of such Impairments is the result of an
involuntary  lien or  encumbrance  created by  attachment,  execution or similar
levy,  Assignor  shall have the  opportunity  to remove or cure said  Impairment
within thirty (30) days of the date on which Assignor  receives  notice thereof.
Section 5: Sublicense. Assignee shall, upon the effective date of the assignment
of the Fresh Juices Agreement set forth in Section 1 above, grant to Assignor an
exclusive,  worldwide,  royalty-free  right and sublicense to use the Trademarks
and Trade Names in  connection  with the sale of  "Licensed  Goods" as these are
defined in the Fresh Juices Agreement, subject and pursuant to all the terms and
conditions  of the Fresh Juices  Agreement,  including  the  provisions  of said
Agreement regarding ownership and use of the "HANSEN'S" trademark and quality of
goods;  except and provided that: (i) the term of the sublicense granted by this
Section 5 shall expire five (5) years from the Effective  Date hereof or two (2)
years from the date of receipt of the final  payment  prescribed by Section 3(B)
(iii)  above,  whichever  is  later;  (ii)  Assignor  shall  not  use any of the
Trademarks or Trade Names that it is not currently using that constitutes a copy
or colorable  imitation of or is  substantially  or  confusingly  similar to the
Trademarks  and Trade Names used by Assignee  as of the  Effective  Date or used
first by Assignee thereafter,  including, without limitation,  HANSEN'S NATURAL;
(iii)  Assignor  shall not cause or suffer the Fresh Juices  Agreement or any of
the other  Intellectual  Property,  or any right,  title or interest  therein or
thereto,  to be made subject to any  assignment,  license,  sublicense  or other
Impairment,  provided, however, that Assignor's continued role as Licensor under
the Fresh Juices  Sublicense as contemplated by Section 1 above shall not itself
constitute an Impairment  in violation of this  Section,  and further  provided,
that,  in the event  such  Impairment  is the result of an  involuntary  lien or
encumbrance  created by  attachment,  execution or similar levy,  Assignor shall
have the opportunity to remove or cure said  Impairment  within thirty (30) days
of the date on which Assignor receives notice thereof, as set forth in Section 4
above;  and (iv) Assignee shall,  upon and after the Effective Date, be entitled
to the receipt of all royalties,  fees and other amounts  accrued or accruing at
any time in connection with any of the agreements  listed in Sections 1A, 1B, 1C
and 1D  above,  including,  without  limitation,  the Fresh  Juices  Sublicense.
Section 6: Representation and Warranties of Assignor. Assignor hereby represents
and warrants to Assignee as follows:  (A) As of the date hereof and  immediately
prior  to the  transfers  and  assignments  to  Assignee  provided  for by  this
Assignment  and  Agreement,  Assignor is and shall remain the sole and exclusive
owner and possessor of all rights,  titles and  interests in and to  (including,
without  limitation  all rights,  titles and  interests  relating to or deriving
from) the status of: (i) the sole and exclusive  grantor and beneficiary  (other
than Assignee) under and pursuant to the terms of the Trust Agreement;  and (ii)
the sole and exclusive  party to the Royalty Sharing  Agreement  (other than the
Trust and Assignee)  entitled under and pursuant to the terms of said Agreement,
inter alia,  to procure Third Party  Licenses;  and (iii) the sole and exclusive
Licensor  under and  pursuant to the terms of the Fresh Juices  Sublicense;  and
(iv) the sole and  exclusive  Licensee  under and  pursuant  to the terms of the
Fresh Juices Agreement;  including,  without limitation, all such rights, titles
and interests in and to the Intellectual  Property as are expressly or impliedly
acknowledged  in or  accorded to HJI or  Assignor  by any of the  agreements  or
sublicenses referred to in this Section 6(A), as well as the entire right, title
and  interest  in and to the  goodwill  of the  business  associated  with  such
Intellectual  Property. (B) Each of the rights, titles and interests of Assignor
set  forth in  Section  6(A),  above,  including,  without  limitation,  each of
Assignor's  and HJI's rights,  titles and  interests in and to the  Intellectual
Property and any registration and registration  applications  relating  thereto,
with the sole exception of the  registrations  listed on the annexed Schedule 10
hereto, is valid and subsisting as of the date hereof, and will remain valid and
subsisting  immediately prior to and upon the assignment of such rights,  titles
and  interests to Assignee  pursuant to this  Assignment  and Agreement so as to
vest and inure fully and immediately in and to the exclusive ownership, benefit,
possession  and  enjoyment of the Assignee upon and after such  assignment.  (C)
Assignor  has  provided  to  Assignee  a  complete  and  accurate  list  of  all
distributors  of  Assignor,  a copy of which is annexed as  Schedule  11 hereto.
Assignor  agrees that it will provide  Assignee  complete and accurate copies of
all agreements  Assignor or HJI entered into with such distributors,  within two
(2) business days of demand by Assignee. Assignor hereby represents and warrants
that, other than the Trust Agreement,  the Fresh Juices  Agreement,  the Royalty
Sharing  Agreement,   the  Fresh  Juices  Sublicense  and  Assignor's  or  HJI's
agreements  with the  distributors  listed in  Schedule  12  hereto,  it has not
entered  into  any  sublicense  or  other  agreement  concerning  the use of the
Intellectual  Property,  and  that,  other  than the  Fresh  Juices  Sublicense,
Assignor has not entered into any sublicense or other  agreement  concerning the
use of the Intellectual Property that is subject to the payment of any royalties
or similar fees for the license to use the Trademarks or Trade Names. (D) Except
for the Fresh Juices Sublicense and Assignor's  agreements with the distributors
listed in the annexed Schedule 12, all of which distributorship agreements shall
at all times be subject to the provisions of Section 10 below,  the Intellectual
Property,  including, without limitation, the licenses,  agreements and/or other
subject  matter set forth in Section  1(A)  through  1(D) above is not as of the
date hereof,  and will not immediately prior to or upon any assignment  provided
for by this  Assignment and Agreement be, subject to any license,  sublicense or
Impairments of any kind and shall not thereafter be made subject to any license,
sublicense or  Impairments  of any kind  resulting from any acts or omissions of
Assignor,  other than such duties and  obligations of the Parties as are created
by and  expressly  set  forth  in this  Assignment  and  Agreement.  None of the
Intellectual Property,  including, without limitation, any of the subject matter
set forth in Section 1(A) through 1(D) above, is as of the date hereof,  or will
immediately prior to or upon any assignment  provided for by this Assignment and
Agreement be, subject to any other  requirement,  limitation or restriction that
would be inconsistent  with, or that will impede,  qualify or restrict,  upon or
after such assignment, the Assignee's acquisition,  ownership,  possession, use,
benefit,  enjoyment or disposition of HJI's and Assignor's  entire right,  title
and interest therein and thereto and shall not thereafter,  as the result of any
acts or  omissions  of  Assignor,  be made  subject  to any  other  requirement,
limitation or restriction that would be inconsistent  with, or that will impede,
qualify or restrict, upon or after such assignment,  the Assignee's acquisition,
ownership,  possession,  use,  benefit,  enjoyment or  disposition  of HJI's and
Assignor's  entire right,  title and interest therein and thereto.  (E) Upon and
after the Effective Date, Assignee shall possess and enjoy,  without limitation,
the sole and exclusive  right in and to all claims,  causes of action and rights
to petition,  sue or otherwise  seek  monetary,  injunctive,  declaratory or any
other recovery or relief for any infringement,  conversion,  misappropriation or
dilution of, or other injury, offense,  violation, breach of duty or wrong to or
relating to, any of the  Intellectual  Property  (or any  license,  agreement or
other matter relating  thereto),  which right accrued,  accrues or might accrue,
and/or  which  infringement,  conversion,  misappropriation,  dilution,  injury,
offense,  violation, breach of duty or wrong occurred, occurs or might occur, at
any time whatsoever prior to, upon or after the Effective Date, provided however
that Assignor  shall have the right to prosecute and defend claims and causes of
action arising out of the Fresh Juices Sublicense unless and until such time, if
any, as the  assignment of the Fresh Juices  Sublicense to Assignee is completed
pursuant to the terms of this  Assignment  and  Agreement  and further  provided
however  that  Assignor  shall  have  the  right to  prosecute  and  defend  any
non-released claims brought by parties to the Arbitration (as defined in Section
7  below)  other  than   Assignee  or  the  Trustee  of  the  Trust   concerning
indemnification   or  payment  of  attorneys'  fees  and/or  costs  incurred  in
connection  with that  proceeding.  (F) The  Assignor  is not aware of any third
party  contesting  the validity,  enforceability,  ownership,  use,  exercise or
enjoyment of any of HJI's or Assignor's right, title or interest in or to any of
the Intellectual  Property,  including,  without limitation,  any of the subject
matter set forth in Sections 1(A) through 1(D) above. No third party has, or has
claimed, any right, title or interest in or to any of the Intellectual Property,
including,  without  limitation,  any of the  subject  matter set forth above in
Section  1(A)  through 1(D) that would be  inconsistent  with or impede,  in any
country or jurisdiction  whatsoever,  the Assignee's sole,  entire and exclusive
title, ownership, possession, use and enjoyment thereof. With the sole exception
of the Fresh  Juices  Sublicense  Dispute,  as of the date  hereof  there are no
orders, proceedings, suits or claims pending or threatened that relate to any of
the Intellectual Property, and Assignor is neither aware of nor has received any
notice alleging any infringement,  conversion,  misappropriation or dilution of,
or conflict  with,  any right,  title or interest of any third party arising out
of, by reason of, or in  connection  with HJI's or Assignor's  past,  Assignor's
present or Assignee's herein contemplated,  title, ownership, possession, use or
enjoyment  of  the  Intellectual  Property,  or  any  of  HJI's,  Assignor's  or
Assignee's right, title or interest therein or thereto. To Assignor's knowledge,
neither  HJI  nor  Assignor  has:  (i)  breached  any   agreement,   commitment,
instrument,  arrangement,  contractual  understanding,  undertaking,  indenture,
license,  sublicense,  assignment,  indemnification  or any legal,  equitable or
other duty or obligation which relates to any of the Intellectual  Property with
the  sole  exception  the  allegations  in  connection  with  the  Fresh  Juices
Sublicense  Dispute,   which  Assignor  expressly  denies;  or  (ii)  infringed,
converted,   misappropriated,   diluted  or   otherwise   conflicted   with  any
intellectual  property  rights of any third party;  or (iii) taken any action or
permitted or suffered any omission that would adversely affect any right,  title
or interest of the Assignee in or to the Intellectual Property; nor is there any
infringement, conversion, misappropriation, dilution or conflict that will occur
as a result of the  Assignee's  use of the  Intellectual  Property or  continued
operation in accordance  with the terms of the agreements and licenses  assigned
to it pursuant to Section 1 hereof.  (G) The  Assignor  has the full  authority,
right and power to assign and transfer to Assignee all right, title and interest
of HJI and  Assignor in and to the  Intellectual  Property,  including,  without
limitation,  the subject  matter set forth in Section  1(A)  through  1(D) above
without need to obtain the authorization, license or consent of any other person
or entity.  (H) All  necessary  steps have been, or promptly can be and will be,
taken by the Assignor,  at no cost or expense to Assignor other than  Assignor's
payment of its own  attorneys'  fees, to perfect,  for the assignment to, and to
the benefit of, Assignee,  all of HJI's and Assignor's right, title and interest
in and to the Intellectual Property,  including,  without limitation, all of the
subject  matter set forth in Section 1(A)  through 1(D) above,  and the right to
enforce  and  to  sue  for  the  past,  present  and  future   misappropriation,
conversion,  infringement  or dilution  thereof or other  conflict  therewith or
injury thereto.
         (I)  Assignor  agrees  that it will not  directly  or  indirectly:  (i)
contest, or voluntarily assist or aid others in contesting,  any right, title or
interest  of  Assignee  in or to any of the  Intellectual  Property,  including,
without limitation,  any of the subject matter set forth in Section 1(A) through
1(D) above,  or the validity or  enforceability  of any thereof,  in whole or in
part, in or with respect to any country or jurisdiction  whatsoever,  including,
without  limitation,  any country or  jurisdiction  in which the Assignee at any
time  heretofore  did, now does or  hereafter  seeks to,  register,  exercise or
assert any such right, title or interest  (provided however,  that the foregoing
prohibitions  set forth in this  subparagraph  6(I)(i) shall not bar or restrict
Assignor  from  taking  any  action  required  by legal or  governmental  rules,
regulations  or  compulsory  process);  or (ii) use, or cause to be used, in any
country  or  jurisdiction  whatsoever,   any  trademark,  trade  name  or  other
intellectual  property  that  dilutes or  infringes  upon any of the  Assignee's
right,  title  or  interest  in or to  any  of  the  Intellectual  Property,  or
constitutes a copy or colorable  imitation of any of the Intellectual  Property,
or is substantially or confusingly similar thereto;  in particular,  but without
limitation,  Assignor  agrees  that it shall not  adopt or use any  word,  name,
symbol or device  comprised of or  incorporating  stylized  letters arrayed in a
design or form  identical  or  substantially  similar to the  stylized  HANSEN'S
trademark  that was  previously or is currently used by Assignor and depicted on
the  attached  Schedule  13,  in the  location  and/or  manner  in  which it was
previously or is currently used in Assignor's label and/or trade dress or in any
other  manner,  medium or  location  as is likely to cause  consumer  confusion.
Provided  however,  that  this  Section  6(I)  shall not  restrict  the right of
Assignor  to use the  Trademarks  and/or  Trade  Names  in  accordance  with the
Sublicense set forth in Section 5 hereof.
         (J) Assignor is a corporation duly  incorporated,  validly existing and
in good standing under the laws of the State of Delaware.  Assignor has the full
power and  authority  to own its property and carry on its business as now being
conducted.  The  execution  and  delivery of this  Assignment  and  Agreement by
Assignor and the performance by Assignor of all of its obligations  contemplated
hereby  have  been duly  authorized  by all  requisite  corporate  action.  This
Assignment  and  Agreement  and all other  agreements  and  written  obligations
entered into and  undertaken in connection  with the  transactions  contemplated
hereby  constitute  the  valid  and  legally  binding  obligations  of  Assignor
enforceable against Assignor in accordance with their respective terms except as
such  enforceability  is  limited  by  bankruptcy,  insolvency,  reorganization,
moratorium  or similar laws now or hereafter  in effect  relating to  creditors'
rights  generally or general  principles  of public  policy.  The  execution and
delivery of this Assignment and Agreement,  the consummation of the transactions
provided for herein, and the fulfillment of the terms hereof, will not result in
the breach of any of the terms and provisions of, or constitute a default under,
or conflict with, or cause any acceleration of any obligation of Assignor under:
(i) any  agreement,  indenture,  or  other  instrument;  (ii)  the  articles  of
incorporation or by-laws of Assignor; (iii) any judgment, decree, order or award
of any court,  governmental  body or arbitrator,  or (iv) any  applicable  rule,
regulation or law.
         Section 7:        Agreement to Settle Arbitration.
         Contemporaneously  with the execution of this Assignment and Agreement,
Assignor  agrees to execute and cause to be  delivered  to Assignee and Assignee
agrees to execute and cause to be  delivered  to Assignor (a) an original of the
Settlement  Agreement dated September __, 1999 between  Assignee and Assignor in
connection  with the  arbitration  commenced  by Assignee and the Trustee of the
Trust against Assignor,  Juice Creations,  FSC and the Former Trustees, No. 72 Y
114 01292  98,  pending  before  the  American  Arbitration  Association  in Los
Angeles, California (the "Arbitration"),  and (b) the Stipulated Final Dismissal
of the  Arbitration  annexed to, and the Releases  executed in connection  with,
said  Settlement  Agreement.   Contemporaneously  with  the  execution  of  this
Assignment  and  Agreement,  Assignor  also agrees to  execute,  and cause to be
delivered  to  Assignee,  Assignor's  consent to and  approval  of the terms and
conditions  of  the  Settlement  Agreement  dated  September  __,  1999  between
Assignee,  the Trustee of the Trust and Juice  Creations,  FSC, Barry Lublin and
Harvey Laderman in connection with the Arbitration.
         Section 8:        Cooperation.
         (A) Assignor  acknowledges  and agrees that the Trust is the  exclusive
owner of all right,  title and interest in and to the Trademarks and Trade Names
and all goodwill of the businesses directly associated  therewith,  subject only
to such licenses to use the Trademarks and Trade Names as may properly have been
granted by the Trust.  Assignor  further  acknowledges and agrees that it is the
primary  intention and purpose of this Assignment and Agreement to transfer such
rights,  titles and interests to Assignee as will enable Assignee to assume full
ownership,  possession and enjoyment of all right,  title and interest in and to
the Trademarks,  Trade Names and HANSEN'S GIRL (including,  without  limitation,
the  entire,  valid  and  exclusive  ownership  and  title  therein  and  in all
registrations and applications for registration thereof, and all goodwill of the
businesses  symbolized  thereby),  by, among other means,  enabling  Assignee to
cause the assignment  and transfer of all such right,  title and interest by the
Trust to Assignee or Assignee's designee. (B) Assignor,  therefore, agrees that,
upon and after the Parties' entry into this  Assignment and Agreement,  Assignor
will, at Assignee's  expense,  provide such full and continuing  cooperation and
assistance to the Assignee as may be necessary or  desirable:  (i) to effect the
assignment and transfer to Assignee or Assignee's designee, and their respective
successors, representatives and assigns, of all right, title and interest in and
to the Trademarks and other Intellectual Property and subject matter assigned to
Assignee pursuant to Section 1 hereof (including, without limitation, all right,
title and interest in and to the Trademarks and other Intellectual Property held
by the Trust), and all registrations and applications for registration  thereof;
and (ii) to secure, validate,  register, perfect, defend, protect and/or enforce
Assignee's  right,   title  and  interest  in  and  to  the  Trademarks,   other
Intellectual  Property and any subject matter  assigned to Assignee  pursuant to
Section 1 hereof.  Provided,  however,  that Assignor shall be  responsible  for
payment of its own  attorneys'  fees incurred in rendering  such  cooperation or
assistance.   (C)  Such  cooperation  and  assistance  shall  include,   without
limitation,  Assignor's  receipt,  preparation,  execution and delivery to or on
behalf of Assignee or  Assignee's  designee of all  documents,  instruments  and
materials  (including,  but not  limited  to, all  assignments,  affidavits  and
powers),  and  performance  of all acts  (including,  but not  limited  to,  the
dissolution of the Trust,  amendment of the Trust Agreement and/or participation
as a party or  witness  to any  action  or  proceeding),  as may  reasonably  be
requested  by the  Assignee  for  the  purposes  of:  (i)  effecting  any of the
assignments referred to in Section 8 (B), above; (ii) authorizing and requesting
the  Commissioner  of Patents and Trademarks of the United States of America and
the appropriate  officers of all other jurisdictions in which the Trademarks are
registered or in which  applications  included among and for registration of the
Trademarks are pending, to record the title of Assignee or Assignee's  designee,
and their respective  successors,  representatives  and assigns, as owner of all
right, title and interest in and to the Trademarks,  together with all good will
of the businesses  directly  associated  with the  Trademarks,  and to issue the
Certificate of Registration  resulting from any application for  registration of
the Trademarks or renewal of any existing  registration of any of the Trademarks
to  Assignee  or   Assignee's   designee   and  their   respective   successors,
representatives   and  assigns;   (iii)   obtaining   any  other   applications,
registrations,  recordations  or other  filings of or for any of the  Trademarks
and/or  other  Intellectual  Property  or subject  matter  assigned  to Assignee
pursuant  to  Section 1  hereof;  (iv)  initiating,  prosecuting,  defending  or
participating  in  any  action  or  proceeding  of or  relating  to  any  of the
Trademarks  and/or other  Intellectual  Property or subject  matter  assigned to
Assignee  pursuant  to  Section 1 hereof;  or (v)  establishing,  evidencing  or
obtaining the validity,  performance or enforcement of any of the  transactions,
rights or obligations provided for by this Assignment and Agreement.  Section 9:
Confidentiality.  The  existence,  nature  and  content of this  Assignment  and
Agreement and its terms and conditions shall remain confidential. Other than the
Press  Release  provided  for  in  Section  11(O)  below,   there  shall  be  no
publication, disclosure,  dissemination,  representation, or characterization to
any third party of or  concerning:  this  Assignment and Agreement or the nature
and contents of this Assignment and Agreement,  provided,  however, that nothing
herein  shall be  construed  as to prohibit  the  Parties  from  disclosing  the
foregoing  information  (a) to independent  auditors or legal counsel,  (b) when
required by legal or governmental,  rules, regulations or compulsory process, or
(c) when  appropriate,  to  enforce,  confirm or defend the  disclosing  Party's
intellectual  property rights and/or this Assignment and Agreement.  Section 10:
Assignor's Distribution Agreements.  With the sole exception of the Fresh Juices
Sublicense,  Assignor  agrees that,  effective  upon or before the expiration or
earlier  termination of the Sublicense provided for in Section 5 above, it shall
modify, amend and supersede, and/or, if necessary,  cancel, terminate,  rescind,
nullify or void, all such provisions of any distribution, license, sublicense or
other agreement between Assignor or HJI and any other person or entity as grant,
permit or entail any express or implied rights, titles or interests in or to any
of the  Trademarks  or Trade  Names  (the  "Distribution  Agreements")  so as to
eliminate,  terminate, rescind, nullify or void all rights, titles and interests
in and to the  Trademarks  and Trade Names  expressly  or  impliedly  granted or
created  by, or which may  arise  from,  the  Distribution  Agreements.  Nothing
contained  in  this  Assignment  and  Agreement  shall  be  construed  (i)  as a
recognition or  acknowledgment  by Assignee or the Trustee of the Trust that any
third parties, including, without limitation, any distributors of Assignor, have
any rights,  titles or interests in and to the Intellectual Property and/or (ii)
as a waiver of any of Assignee's or the Trustee of the Trust's rights, titles or
interests in and to the Intellectual Property and/or as a waiver of their rights
to seek  enforcement  thereof.  Section 11:  Miscellaneous.  (A) Binding Effect;
Assignability.  This  Assignment and Agreement shall inure to the benefit of and
be binding upon Assignor and  Assignee,  and each of their  respective  parents,
subsidiaries  and affiliated  persons,  companies and entities,  and each of the
foregoing persons',  companies' and entities'  respective  officers,  directors,
shareholders,  members, trustees, agents, employees,  attorneys and accountants,
and  the  foregoing  persons',   companies'  and  entities'  heirs,  successors,
representatives,   executors,  administrators  and  assigns.  No  assignment  or
delegation of this Assignment and Agreement or any right,  benefit or obligation
hereunder  shall  relieve  the  assigning  Party from any  obligation  hereunder
without the express written acknowledgment and agreement of the other Party. (B)
Writing  Required.  Neither  this  Assignment  and  Agreement  nor  any  of  the
provisions  hereof  shall be  binding  upon the  Parties  unless  and  until the
instrument has been signed hereinbelow by or on behalf of each of the Parties by
persons  who are duly  authorized  by the  respective  Parties to  execute  this
Assignment  and  Agreement  and  who  warrant  such   authorization  by  signing
hereinbelow.  In such event this  Agreement  shall be  effective  as of the date
first above written. (C) Interpretation;  Captions.  The captions of the various
sections  of this  Assignment  and  Agreement  have been  inserted  only for the
purposes  of  convenience,  and shall not be  deemed  in any  manner to  modify,
define,  enlarge  or  restrict  any of the  provisions  of this  Assignment  and
Agreement.  Insofar as both Parties have been represented by able counsel in the
negotiation  of the terms of this  document,  no Party shall be considered to be
the drafter of this  Assignment  and Agreement or any  provision  hereof for the
purpose  of any law or any rule of  interpretation  or  construction  that would
cause this  Assignment  and  Agreement or any  provision  hereof to be construed
against the drafter.  The Introduction  and Recitals are hereby  incorporated as
part of this  Assignment  and  Agreement.  (D)  Notices.  Any  notices  or other
communications  required or permitted  hereunder shall be sufficiently  given if
delivered  personally  or three  (3) days  after  being  sent by  registered  or
certified mail, return receipt requested, postage prepaid, or transmitted by fax
with oral  confirmation,  addressed as follows or to such other address of which
the parties may be given notice in accordance with this  paragraph:  In the case
of Assignor: Jeffrey Heavirland
                           Fresh Juice Company of
California, Inc.
875 West 8th Street
Azusa, California 91702
Telecopy: (818) 812-6077
copy to:          Lawrence J. Hilton, Esq.
O'Melveny & Myers LLP
Suite 1700
610 Newport Center Drive
Newport Beach, California 92660-6429
Telecopy:  (714) 659-6994
In the case of
Assignee:                  Rodney C. Sacks
Hansen Beverage Company
2380 Railroad Street, Suite 101
Corona, California  91720
Telecopy:  (909) 739-6210
copy to:          Benjamin M. Polk, Esq.
Whitman Breed Abbott & Morgan LLP
200 Park Avenue
New York, New York  10166
Telecopy:  (212) 351-3131
         (E) Remedies.  The rights and remedies  herein  provided are cumulative
and not exclusive of any rights or remedies provided at equity or at law. In the
event of a breach or threatened  breach by either Party of its obligations under
this Assignment and Agreement,  each Party acknowledges that the other Party may
not have an  adequate  remedy  at law and  shall be  entitled  to seek  specific
performance of this Assignment and Agreement and such preliminary, permanent and
mandatory  equitable and  injunctive  relief as may be available to restrain the
other Party from any actual or threatened  violation of the  provisions  hereof.
Accordingly, notwithstanding the Parties' agreement to submit to arbitration set
forth in Section  11(F),  below,  either party may apply to any court situate in
Los Angeles  County  (the  "Court")  to obtain any of the  foregoing,  or other,
relief in connection  with any dispute,  controversy  or claim arising out of or
relating to this  Assignment and Agreement in the event that the granting of any
such  relief is not within the  authorization,  power or policy of any  arbitral
authority  selected by the Parties,  or is not expressly denied by such arbitral
authority but  nevertheless  cannot be obtained  from such  authority in time to
avoid  imminent,  irreparable  harm.  The Parties hereby consent to the personal
jurisdiction  of the  Court  for the  purposes  of  hearing  and  deciding  such
application.  The  prevailing  Party in any action or  proceeding  seeking  such
relief shall be entitled to  reimbursement  from the other Party of any costs or
expenses (including, without limitation, reasonable attorneys' fees) incurred in
connection  with  such   proceeding.   Nothing  herein  shall  be  construed  as
prohibiting  either Party from  pursuing any other  remedies  available for such
breach or threatened breach, including the recovery of damages.
         (F)  Arbitration/Alternative  Dispute  Resolution.  The Parties  hereby
expressly  agree  that any  dispute,  controversy  or claim  arising  out of, in
connection  with, or relating to this  Assignment  and  Agreement,  or the entry
into,  breach or  termination  hereof,  shall be settled by binding  arbitration
conducted  by  JAMS/Endispute  ("JAMS") in  accordance  with JAMS  Comprehensive
Arbitration  Rules and Procedures (the "Rules").  The arbitration shall be heard
by one (1)  arbitrator  to be selected in accordance  with the Rules,  in Orange
County, California. Judgment upon any award rendered may be entered in any court
having  jurisdiction  thereof.  Within seven (7) calendar days after appointment
the  arbitrator  shall set the hearing  date,  which shall be within ninety (90)
days after the filing date of the demand for arbitration  unless a later date is
required  for good cause shown and shall order a mutual  exchange of what he/she
determines  to  be  relevant   documents,   identifications   of  witnesses  and
information  and the dates  thereafter for the taking of up to a maximum of five
(5)  depositions  by each Party to last no more than two (2) days per  deponent.
Both  Parties  waive the right,  if any,  to obtain any award for  exemplary  or
punitive  damages or any other amount for the purpose of imposing a penalty from
the  other in any  arbitration  or  judicial  proceeding  or other  adjudication
arising out of or with respect to this  Assignment and Agreement,  or any breach
hereof,  including any claim that this  Assignment  and  Agreement,  or any part
hereof,  is invalid,  illegal or otherwise  voidable or void. In addition to all
other  relief  that  may be  granted  in  the  arbitration,  including,  without
limitation,  the relief set forth in Section 11(E) above,  the arbitrator  shall
award reasonable  attorneys' fees to the prevailing  Party. The arbitrator shall
make his or her award no later than seven (7)  calendar  days after the close of
evidence  or the  submission  of  final  briefs,  whichever  occurs  later.  The
arbitration  award shall be final and  binding  upon the parties and the parties
hereto  agree that they will  accept  such  decision  and award as  binding  and
conclusive and will abide  thereby.  Service of any notice,  process,  motion or
other document in connection  with such  arbitration  proceeding and arbitration
award may be made by personal service or by any means specified in Section 11(D)
hereof.  (G) Governing Law. This  Assignment and Agreement,  including,  without
limitation, the formation, validity, interpretation, performance and enforcement
hereof,  shall be governed by the laws of the State of California without giving
effect to the laws,  rules or  principles of that State with regard to conflicts
of law. (H) Independent  Agents. The parties hereto are independent  contractors
and neither  party is the agent,  joint  venturer,  partner,  or employee of the
other. (I) No Third Party  Beneficiaries.  No third party beneficiary  rights or
interests  are  contemplated,   intended  or  created  by  this  Assignment  and
Agreement.  (J)  Modifications  and  Amendments.  No  amendment,   modification,
rescission,  or waiver of, or consent to any departure from, this Assignment and
Agreement,  in  whole or in part,  shall  be  valid or  binding  upon any of the
Parties unless made in writing and properly  signed by or on behalf of the party
to be  charged  therewith.  (K)  Waivers.  No  failure  or delay of any Party in
exercising  any right,  power or privilege  hereunder  shall operate as a waiver
thereof;  nor shall any  single  or  partial  exercise  of any  right,  power or
privilege  hereunder  preclude  any other or  further  exercise  thereof  or the
exercise of any other right, power or privilege. Any waiver of or consent to any
departure from the terms of this Assignment and Agreement,  in whole or in part,
shall be effective  only in the specific  instance and for the specific  purpose
for which it is given. (L) Severability. If any provision of this Assignment and
Agreement  or the  application  thereof  shall to any  extent  be held  invalid,
illegal or  unenforceable,  the remainder of the Assignment and Agreement  shall
not be  affected  or  impaired  thereby,  and  each  provision  hereof  shall be
construed  and  enforced  consistent  with the  intent  of this  Assignment  and
Agreement and shall be valid and enforceable to the fullest extent  permitted by
law. (M) Survival of  Provisions.  The  assignments  set forth in Section 1, the
representations,  warranties  and  obligations  set forth in  Section 6, and the
rights and obligations set forth in Sections 7, 8, 9 10, 11(A), 11(E), 11(F) and
11(O) of this  Assignment  and  Agreement,  shall be of continuing  duration and
shall survive the execution, termination, expiration, cancellation,  repudiation
and/or rescission of this Assignment and Agreement for any reason.
         (N) Entire Understanding.  This Assignment and Agreement (including the
Introduction and Recitals and annexed Schedules, which are incorporated and made
a part hereof),  sets forth the entire agreement and  understanding  between the
Parties relating to the subject matter set forth herein, and merges, cancels and
supersedes   all  prior  and   contemporaneous   representations,   discussions,
communications,  assignments  and  agreements  between  them with respect to the
subject matter hereof. (O) Press Release.  The Parties recognize that the public
announcement  of the  assignments  provided in this Assignment and Agreement may
have a significant effect with each of the Parties'  respective  customers.  For
that  reason,  the Parties  agree that the initial  public  announcement  of the
within  assignments  shall be made through a joint press release in a form to be
mutually agreed upon by the Parties.

     IN WITNESS  WHEREOF,  the Parties  hereto have caused this  Assignment  and
Agreement to be executed by their duly authorized representatives as follows.


EXECUTED this 22nd day of September,  1999 at Assignor:  The Fresh Juice Company
of California, Inc.,


By: /s/ Jeffrey P. Heavirland
Chief Executive Officer
EXECUTED this 28th day of September, 1999
at
Assignee:         Hansen Beverage Company


By: /s/ Rodney C. Sacks
Chief Executive Officer


<PAGE>
A C K N O W L E D G M E N T S
State of California
                                  ss.:
County of Los Angeles
On this  22nd day of  September,  1999,  personally  before me came  Jeffrey  P.
Heaverland,  known to me, and known to me to be the Chief  Executive  Officer of
The  Fresh  Juice  Company  of  California,  Inc.  and who  signed  the  annexed
Assignment and Agreement,  and being duly sworn,  acknowledged  that he executed
the same.

/s/ Luz M. Garcia, Commission #1097368
Notary Public
State of California
                                  ss.:
County of Riverside
On this 28th day of September,  1999, personally before me came Rodney C. Sacks,
known to me,  and  known  to me to be the  Chief  Executive  Officer  of  Hansen
Beverage Company and who signed the annexed Assignment and Agreement,  and being
duly sworn, acknowledged that he executed the same.

/s/ Barbara D. Verdugo, Commission #1227068
Notary Public




BEFORE THE AMERICAN ARBITRATION ASSOCIATION
LOS ANGELES, CALIFORNIA
- -  -  -  -  -  -  -  - - - - - - - - - - - - - - - - - - - - - - - - X  Hansen
Beverage Company and Rodney C. Sacks, as Trustee of the Hansen's Trust,

         Claimants,

         -against-

Gary Hansen,  Anthony Kane, Burton S. Rosky, Hansen's Juice Creations,  LLC, and
The Fresh Juice Company of California, Inc., Respondents. : :
:
:

No. 72 Y 114 01292 98

SETTLEMENT AGREEMENT
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -        X

This Settlement Agreement (the "Settlement Agreement") is entered into effective
the ___ day of September,  1999 by and between and among Hansen Beverage Company
("HBC") and Rodney C. Sacks,  as sole  Trustee (the  "Trustee")  of the Hansen's
Trust (the "Trust"), a Trust created under that certain Agreement of Trust dated
as of July 27, 1992, as amended from time to time (together with its amendments,
the "Trust  Agreement",  annexed as  Schedule 1 hereto)  by,  between  and among
Hansen's Juices, Inc. and HBC as grantors/beneficiaries and Gary Hansen, Anthony
Kane and Burton S. Rosky as trustees  (collectively,  the "Former Trustees") and
The Fresh Juice Company of California,  Inc., as successor to and/or assignee of
Hansen's Juices,  Inc. (both  hereinafter  referred to as "HJI").  WHEREAS,  HJI
owns, possesses and/or enjoys certain rights, titles and interests,  inter alia:
(i) as a grantor and  beneficiary  under and  pursuant to the terms
 of the Trust
Agreement;  and (ii) as  licensee  of the  common law and  registered  trademark
"HANSEN'S",  alone or in  conjunction  with other words,  and in various  forms,
variations and composites thereof (hereinafter, collectively, the "Trademarks"),
and the  service  mark,  trade  name,  company  name,  corporate  name and doing
business  name  "HANSEN'S",  alone or in  conjunction  with other words,  and in
various forms, variations and composites thereof (hereinafter, collectively, the
"Trade Names"),  in connection with the  manufacture,  sale and  distribution of
fresh juice  drinks and juices  pursuant to that certain  Fresh  Juices  License
Agreement,  as amended  (hereinafter,  together with its amendments,  the "Fresh
Juices  Agreement",  annexed as Schedule 2 hereto)  entered  into as of July 27,
1992 between HJI as Licensee  and the Former  Trustees on behalf of the Trust as
Licensor;  and WHEREAS, HBC owns, possesses and/or enjoys certain rights, titles
and interests,  inter alia: (i) as a grantor and beneficiary  under and pursuant
to the terms of the Trust Agreement;  and (ii) as licensee of the Trademarks and
Trade Names in connection  with the  manufacture,  sale and  distribution of all
beverage products (other than the beverage products licensed  exclusively to HJI
under the Fresh Juices  Agreement) and  non-beverage  products,  pursuant to the
Carbonated  Beverage License Agreement,  Other Beverage License  Agreement,  and
Non-Beverage License Agreement, all entered into as of July 27, 1992 between HBC
as  licensee  and the Former  Trustees on behalf of the Trust as  licensor;  and
WHEREAS, HJI and Hansen's Juice Creations,  LLC ("Juice Creations") entered into
a Royalty  Agreement  dated  April 26,  1996 (the  "Juices  Royalty  Agreement",
annexed as Schedule 3 hereto),  and a letter  agreement  dated May 14, 1996 (the
"Letter  Agreement" annexed as Schedule 4 hereto) as amended by their subsequent
agreement  to an  amendment  thereof  dated  May 9, 1997  (the  "Juices  Royalty
Amendment",  annexed as  Schedule  5 hereto),  entered  into  together  with the
Agreement of Purchase and Sale of Membership  Interests and Amendment of Royalty
Agreement (the "Membership  Purchase  Agreement")  dated May 9, 1997 (the Juices
Royalty  Agreement,  as amended by the Letter  Agreement and the Juices  Royalty
Amendment,  and all of the  terms  and  conditions  of the  Membership  Purchase
Agreement and/or of such other agreement,  as purport to govern Juice Creations'
right and  license in the  Trademarks  and/or  Trade  Names,  being  hereinafter
referred  to  collectively,  as the "Fresh  Juices  Sublicense");  and  WHEREAS,
according  to the  terms of the  Fresh  Juices  Sublicense,  HJI  granted  Juice
Creations an exclusive license to use the designation "HANSEN'S" as a trademark,
trade  name and  business  name in  connection  with the  manufacture,  sale and
distribution of "fresh juices and fresh juice products" as defined therein;  and
WHEREAS,  Juice  Creations  further  entered into a Royalty  Agreement  with the
Former  Trustees dated April 26, 1996 (the "Other Products  Royalty  Agreement,"
annexed as  Schedule 6 hereto),  by the terms of which the Trust,  by the Former
Trustees,  purported to grant Juice  Creations  an exclusive  license to use the
designation  "HANSEN'S"  as  a  trademark,  trade  name  and  business  name  in
connection with the manufacture,  sale and distribution of "fresh brewed coffee,
coffee  flavored  drinks,  coffee beans and/or ground  coffee,  food spreads and
baked goods" as defined and limited by the terms of that Agreement; and WHEREAS,
The  Fresh  Juice  Company  of  California,  Inc.  by  successorship  to  and/or
assignment from Hansen's Juices, Inc., became the sublicensor to Juice Creations
under and  pursuant to the terms of the Fresh  Juices  Sublicense;  and WHEREAS,
according to the terms of an Assignment of License  Agreements  dated  February,
1999  (the  "Sublicense  Assignment,"  annexed  as  Schedule  7  hereto),  Juice
Creations  assigned to the Fresh Smoothie Company,  LLC ("FSC") the Fresh Juices
Sublicense,  the Other Products Royalty  Agreement,  and all of Juice Creations'
rights and licenses under these agreements; and WHEREAS, the Trustee and HBC, as
Claimants,   and  HJI,  as  a  Respondent,   are  parties  to  arbitration  (the
"Arbitration")  pending before the American  Arbitration  Association ("AAA") in
Los Angeles, California, No. 72 Y 114 01292 98 (each of HBC, the Trustee and HJI
being hereinafter referred to, individually,  as a "Party" and, collectively, as
the "Parties" to this Settlement Agreement);  and WHEREAS, HJI has submitted and
moved for leave to file a Cross-Demand  For Declaratory  Relief dated August 11,
1999 (the "Cross-Demand")  against FSC, Barry Lublin, Juice Creations and Harvey
Laderman before the AAA (the "Fresh Juices Dispute");  and WHEREAS,  the Parties
wish to  dismiss,  with  prejudice,  all claims  that they have,  or could have,
asserted  against  one  another  in the  Arbitration  and to avoid the  expense,
inconvenience and distraction of protracted litigation, without any admission of
liability  whatsoever  by  any  of  them  and  without  the  foregoing  recitals
constituting  any evidence or admission as to the  validity,  force or effect of
any of the agreements referred to therein;  and WHEREAS, the Parties have agreed
to settle this  Arbitration  between and among them on the terms and  conditions
set forth below; NOW,  THEREFORE,  in consideration of the premises,  the mutual
covenants  and  promises  set  forth  herein,  and for other  good and  valuable
consideration,  the  validity,  sufficiency  and  receipt  of which  are  hereby
acknowledged,  IT IS STIPULATED  AND AGREED by, between and among the Parties as
follows:  1. Required  Executions and  Submissions.  Contemporaneously  with the
execution of this Settlement  Agreement,  the Parties shall execute the Releases
annexed as Exhibit A to the Settlement  Agreement  dated  September __, 1999 by,
between and among HBC, the Trustee of the Trust,  FSC, FSC's  Managing  Partner,
Barry Lublin,  Juice Creations and Juice  Creations'  Managing  Partner,  Harvey
Laderman (the "FSC Settlement  Agreement"),  annexed as Exhibit A hereto and, by
their  respective  counsel,  shall submit to the  Arbitrator  for  signature and
approval an executed original  Stipulated Final Dismissal upon the terms of this
Settlement  Agreement,  the FSC  Settlement  Agreement and the Releases  annexed
thereto,  in the form annexed as Exhibit B hereto.  2. Consent to FSC Settlement
Agreement. Subject to the non-waiver provisions of Section 7.3 below, HJI hereby
consents  to and  approves  of the terms and  conditions  of the FSC  Settlement
Agreement and agrees to abide by and implement  such terms and conditions of the
FSC Settlement  Agreement to the extent that such terms and conditions affect or
concern  HJI or any  agreement  to  which  HJI is a  party,  including,  without
limitation,  the Fresh Juices Sublicense, and HJI hereby further consents to and
approves of the execution of and entry into the FSC Settlement Agreement by each
of the parties thereto, including,  without limitation,  these parties' adoption
of, and compliance  with,  the  definitions,  specifications  and conditions set
forth in the FSC  Settlement  Agreement  with  respect to the  "Licensed  Mark,"
"Licensed  Goods,"  and  "Licensed  Uses,"  and to the  supersedence  by the FSC
Settlement  Agreement of the Fresh Juices  Sublicense,  Other  Products  Royalty
Agreement and other  instruments,  arrangements  and  agreements  referred to in
Section 2.5 of the FSC Settlement  Agreement as being  superseded  thereby.  HJI
agrees to execute the  covenant  not to sue the  Releasees in respect of the FSC
Settlement Agreement as set forth in the Release annexed as Exhibit A to the FSC
Settlement  Agreement.  3. Integration.  This Settlement  Agreement contains the
full  and  complete  settlement  reached  by the  Parties  with  respect  to the
Arbitration  and merges  all prior and  contemporaneous  discussions,  writings,
promises,   undertakings,   representations  and  communications   between  them
respecting  the settlement of the  Arbitration  and the subject matter set forth
herein. No modification, rescission or waiver of any of the terms and conditions
of this  Settlement  Agreement  shall be binding or  effective  for any  purpose
unless expressed in a writing signed by the Parties,  and any such modification,
rescission  or waiver shall be effective  only in the specific  instance and for
the specific  purpose given.  Binding Effect.  This  Settlement  Agreement shall
inure to the benefit of, and shall be binding  upon,  the  undersigned  Parties,
their parent  entities,  controlled  subsidiaries,  affiliates,  divisions,  and
departments,   and  each  of  the  foregoing  entities'  principals,   officers,
directors, employees, representatives and agents, and all those acting under any
of the foregoing persons' or entities'  control,  in concert with any of them or
on any of  their  behalf,  and  each  of  their  respective  heirs,  successors,
representatives,  administrators  and  assigns.  Notices.  Any notice,  request,
information  or other  document  required to be provided  hereunder  shall be in
writing and delivered  personally or sent by certified mail or registered  mail,
postage prepaid, to the following  addressees or to such other addressees as may
from  time to time be  designated  in  writing  by the  parties:  In the case of
Trustee: Rodney C. Sacks
                           Trustee, Hansen's Trust
                           c/o Hansen Beverage Company
                           2380 Railroad Street
                           Suite 101
                           Corona, California 91720
                           Telecopy:  (909) 739-6210

Copy to:                   Benjamin M. Polk, Esq.
                           Whitman Breed Abbott & Morgan LLP
                           200 Park Avenue
                           New York, New York  10166
                           Telecopy:  (212) 351-3131

In the case of
HBC:                       Rodney C. Sacks
                           Hansen Beverage Company
                           2380 Railroad Street
                           Suite 101
                           Corona, California 91720
                           Telecopy:  (909) 739-6210

Copy to:                   Benjamin M. Polk, Esq.
                           Whitman Breed Abbott & Morgan LLP
                           200 Park Avenue
                           New York, New York  10166
                           Telecopy:  (212) 351-3131

In the case of
HJI:                       Jeffrey Heavirland
Fresh Juice Company of
California, Inc.
875 West 8th Street
Azusa, California 91702
Telecopy: (818) 812-6077
Copy to:                   Lawrence J. Hilton, Esq.
O'Melveny & Myers LLP
Suite 1700
610 Newport Center Drive
Newport Beach, California 92660-6429
Telecopy:  (714) 659-6994
Authority.  Each of the individual  signatories hereto personally represents and
warrants that he is a Party or an officer of a Party hereto, that his entry into
this  Settlement  Agreement is authorized  in the manner  required by applicable
law, and that he is empowered  and  authorized to sign on behalf of the Party on
behalf  of whom or which  he sets  forth  his  signature  below.  Non-admission;
Non-Prejudice.  3.1 It is expressly  understood and agreed that this  Settlement
Agreement and its contents are not and shall not be construed as an admission or
denial by any of the Parties as to, or as any  evidence  of, the truth of any of
the  allegations  or  the  validity  of  any  of  the  claims  asserted  in  the
Arbitration.  The  Parties  have  agreed to  compromise  and  settle  the claims
asserted in the Arbitration to avoid the expense and inconvenience that would be
entailed in continuing  this  proceeding.  3.2 Nor shall the Parties' entry into
this Settlement  Agreement,  or any of the provisions  hereof, be with prejudice
to, constitute a waiver of, or be construed as any evidence of, or any admission
or denial by any of the  Parties or any other  person as to, the truth of any of
the allegations or the validity of any of the claims that FSC, Juice  Creations,
Harvey Laderman and Barry Lublin on the one hand, and HJI on the other, may have
or  claim  against  one  another,  including,  without  limitation,  any  of the
allegations and claims set forth in HJI's Cross-Demand,  or any unreleased claim
relating to the validity,  force or effect of Juice Creations' assignment of its
license rights to FSC, the validity,  force,  effect or termination of the Fresh
Juices Sublicense, and/or HJI's claim for indemnification of attorneys' fees set
forth in the  Cross-Demand..  3.3 Nor shall HJI's  consent  and  approval of the
terms and conditions of the FSC Settlement  Agreement and/or of the execution of
thereof,  as set forth in Section 2 above,  be with  prejudice to,  constitute a
waiver of, or be construed as any evidence of, or any admission or denial by any
of the Parties as to, the truth of any of the allegations or the validity of any
of the claims that FSC, Juice Creations, Harvey Laderman and/or Barry Lublin, on
the one hand, or HJI, on the other hand,  may have or claim against one another,
including,  without  limitation,  any of the allegations and claims set forth in
HJI's Cross-Demand, or any other claim relating to the validity, force or effect
of Juice  Creations'  assignment  of its license  rights to FSC,  the  validity,
force, effect or termination of the Fresh Juices Sublicense,  and/or HJI's claim
for   indemnification   of  attorneys'  fees  set  forth  in  the  Cross-Demand.
Non-Exhaustive.  The  requirements and restrictions set forth in this Settlement
Agreement  shall be in  addition  to,  and not in lieu of, any  requirements  or
restrictions  prescribed by law. Choice of Law. This Settlement  Agreement shall
be construed  under and governed by the laws of the State of California  without
giving effect to principles of conflict of law. 4. Final Dismissal,  Alternative
Dispute  Resolution and Remedies.  4.1 Final  Dismissal.  The  Stipulated  Final
Dismissal  shall be submitted to the Arbitrator for signature and approval.  4.2
Alternative  Dispute  Resolution.  The Parties hereby  expressly  agree that any
dispute, controversy or claim arising out of, in connection with, or relating to
this  Settlement  Agreement,  or the entry into,  breach or termination  hereof,
shall be settled by binding arbitration conducted by JAMS/Endispute  ("JAMS") in
accordance  with  JAMS  Comprehensive  Arbitration  Rules  and  Procedures  (the
"Rules"). The arbitration shall be heard by one (1) arbitrator to be selected in
accordance  with the Rules,  within the boundaries of the United States District
Court for the Central  District of California.  Judgment upon any award rendered
may be  entered  in any court  having  jurisdiction  thereof.  Within  seven (7)
calendar days after appointment the arbitrator shall set the hearing date, which
shall be  within  ninety  (90) days  after the  filing  date of the  demand  for
arbitration unless a later date is required for good cause shown and shall order
a  mutual  exchange  of  what  he/she  determines  to  be  relevant   documents,
identifications  of witnesses and information  and the dates  thereafter for the
taking of up to a maximum of five (5)  depositions by each Party to last no more
than two (2) days per deponent.  The Parties waive the right,  if any, to obtain
any award for exemplary or punitive  damages or any other amount for the purpose
of imposing a penalty from the other in any  arbitration or judicial  proceeding
or  other  adjudication  arising  out of or  with  respect  to  this  Settlement
Agreement,  or any  breach  hereof,  including  any claim  that this  Settlement
Agreement,  or any part hereof,  is invalid,  illegal or  otherwise  voidable or
void.  In addition to all other  relief that may be granted in the  arbitration,
including,  without limitation,  the relief set forth in Section 10.3 below, the
arbitrator  shall award  reasonable  attorneys' fees to the prevailing  Party or
Parties.  The  arbitrator  shall  make his or her award no later  than seven (7)
calendar  days after the close of evidence or the  submission  of final  briefs,
whichever  occurs later.  The arbitration  award shall be final and binding upon
the Parties and the Parties hereto agree that they will accept such decision and
award as binding and conclusive  and will abide thereby.  Service of any notice,
process, motion or other document in connection with such arbitration proceeding
and arbitration  award may be made by personal service or by any means specified
in Section 5 hereof. The Parties further acknowledge,  consent and agree that to
the extent that any dispute,  controversy or claim arising out of, in connection
with, or relating to this Settlement Agreement refers or relates to, implicates,
involves or concerns,  in any manner whatsoever,  the FSC Settlement  Agreement,
the Trust Agreement,  the Fresh Juices Agreement,  the Fresh Juices  Sublicense,
the Other Products  Royalty  Agreement or any other  instrument,  arrangement or
agreement by and/or between and/or among HBC, the Trustee,  the Former Trustees,
FSC, Juice Creations, HJI, Barry Lublin and/or Harvey Laderman that provides for
arbitration  before  the  American  Arbitration  Association,   the  arbitration
provisions  of  this  Section  10  shall  govern  and  control  and  the  entire
controversy, claim and dispute shall be conducted by JAMS in accordance with the
provisions  of this Section 10. To the extent that the  provisions  of the Trust
Agreement,  the Fresh Juices Agreement,  the Fresh Juices Sublicense,  the Other
Products  Royalty  Agreement  or  any  such  other  instrument,  arrangement  or
agreement are in conflict or inconsistent  with this Section 10, they are hereby
superseded to the extent  necessary to effectuate the intent of the Parties that
any  dispute,  controversy  or claim  arising  out of, in  connection  with,  or
relating to this  Settlement  Agreement  be conducted in its entirety by JAMS in
accordance with the provisions of this Section 10. 4.3 Remedies. In the event of
a breach or  threatened  breach by any of the Parties of its  obligations  under
this Settlement  Agreement,  each Party  acknowledges that the other Parties may
not have an  adequate  remedy  at law and  shall be  entitled  to seek  specific
performance of this  Settlement  Agreement and such  preliminary,  permanent and
mandatory  equitable and  injunctive  relief as may be available to restrain any
other Party from any actual or threatened  violation of the  provisions  hereof.
Accordingly, notwithstanding the Parties' agreement to submit to arbitration set
forth in Section  10.2 above,  each Party may apply to any court  situate in Los
Angeles County (the "Court") to obtain any of the foregoing, or other, relief in
connection with any dispute,  controversy or claim arising out of or relating to
this  Settlement  Agreement in the event that the granting of any such relief is
not within the authorization, power or policy of any arbitral authority selected
by the  Parties,  or is not  expressly  denied by such  arbitral  authority  but
nevertheless  cannot be obtained from such authority in time to avoid  imminent,
irreparable harm. The Parties hereby consent to the personal jurisdiction of the
Court for the purposes of hearing and deciding such application.  The prevailing
Party or  Parties in any  action or  proceeding  seeking  such  relief  shall be
entitled  to  reimbursement  from the  other  Party or  Parties  of any costs or
expenses (including, without limitation, reasonable attorneys' fees) incurred in
connection  with  such   proceeding.   Nothing  herein  shall  be  construed  as
prohibiting any Party from pursuing any other remedies available for such breach
or threatened breach, including the recovery of damages.
         WHEREFORE,  each Party has caused his or its duly authorized  signatory
to execute and enter into this  Settlement  Agreement with effect as of the date
first above written.



RODNEY C. SACKS, AS TRUSTEE
OF THE HANSEN'S TRUST
BY:  /s/ Rodney C. Sacks
        RODNEY C. SACKS, Trustee


HANSEN BEVERAGE COMPANY
BY:  /s/ Rodney C. Sacks
RODNEY C. SACKS, as Chief Executive Officer

THE FRESH JUICE COMPANY OF CALIFORNIA, INC.

BY:  /s/ Jeffrey Heavirland
         JEFFREY HEAVIRLAND, as Chief Executive Officer


TRADEMARK ASSIGNMENT

WHEREAS,  THE FRESH JUICE COMPANY OF  CALIFORNIA,  INC.,  as the sole  successor
and/or sole assignee of HANSEN'S JUICES, INC. ("HJI"),  with a place of business
at 875 West Eighth  Street,  Azusa,  California  (hereinafter  "ASSIGNOR'),  has
adopted and used certain  trademarks,  which are registered in the United States
Patent and Trademark Office and other Patent and Trademark  offices,  identified
in Schedule A hereto (hereinafter the "MARKS"); and

WHEREAS, Rodney C. Sacks, as sole Trustee of the Hansen's Trust (the "Trust"), a
Trust created  under that certain  Agreement of Trust dated as of July 27, 1992,
as amended from time to time, with a place of business at 2380 Railroad  Street,
Suite 101, Corona,  California 91720  (hereinafter  "ASSIGNEE"),  is desirous of
acquiring  all of ASSIGNOR'S  rights,  titles and interests in and to the MARKS,
together  with  the  registrations  thereof  and the  goodwill  of the  business
symbolized thereby;

NOW,  THEREFORE,  in  consideration  of the  foregoing  premises  and the mutual
promises  set for herein,  and for other good and  valuable  consideration,  the
receipt and  sufficiency  of which is hereby  acknowledged,  the parties  hereto
agree as follows:

I . ASSIGNOR hereby does assign,  transfer and convey,  effective
 as of the date
hereof, to ASSIGNEE,  its successors,  legal representatives and assigns, all of
ASSIGNOR'S  rights,  titles, and interests in and to the MARKS together with the
goodwill of that portion of ASSIGNOR'S business  symbolized  thereby,  including
without  limitation,  the right to petition,  sue or otherwise  seek and recover
damages,  profits and any other remedy  (monetary,  injunctive,  declaratory  or
other), for any past, present or future  infringement,  dilution,  conversion or
misappropriation  of, or other  injury,  offense,  violation,  breach of duty or
wrong  relating to the MARKS.  ASSIGNOR  warrants  that it has good title to the
MARKS,  free  and  clear  of  any  liens,   pledges,   security   interests  and
encumbrances,  and has full and complete  power and authority to sell,  transfer
and assign the MARKS to ASSIGNEE.

2. ASSIGNOR  hereby agrees to authorize and request the  Commissioner of Patents
and Trademarks of the United States of America and the  appropriate  officers of
all  other  jurisdictions  in which  the  MARKS  are  registered  or in which an
application for  registration  of the MARKS are pending,  to record the title of
ASSIGNEE,  its successors,  legal  representatives  and assigns, as owner of all
rights,  titles and interests in and to the MARKS, together with all goodwill of
the  business  associated  with and  symbolized  by the MARKS,  and to issue the
Certificates   of   Registration   resulting  from  any  such   application  for
registration  of the MARKS or renewal of any existing  registration of the MARKS
to ASSIGNEE,  its successors,  legal  representatives and assigns, in accordance
with the terms of this instrument.

3. ASSIGNOR hereby further agrees that it shall execute and deliver, or cause to
be executed and delivered, to ASSIGNEE or ASSIGNEE'S legal representatives,  any
other or additional assignments, powers and other appropriate documentation, and
take all additional  actions,  necessary to effectuate,  validate and record the
Assignment  of the MARKS to ASSIGNEE with the United States Patent and Trademark
Office and the appropriate  agencies and offices of all  jurisdictions  in which
the MARKS are or may be registered or in which  applications for registration of
the MARKS are pending, under the relevant laws of the United States or any other
jurisdictions.  In all events such execution, delivery and/or action by ASSIGNOR
shall be timely and, in the event that ASSIGNEE shall demand any such execution,
delivery  and/or action,  ASSIGNOR shall  undertake the same no later than seven
days after such demand.

IN WITNESS  WHEREOF,  the  undersigned  have executed this Assignment as of this
24th day of September, 1999.


THE FRESH JUICE COMPANY OF CALIFORNIA, INC.  (ASSIGNOR)
By:               /s/ Jeffrey Heavirland
Name:             Jeffrey Heavirland
Title:            Chief Executive Officer


THE HANSEN'S TRUST (ASSIGNEE)
By:               /s/ Rodney C. Sacks
Name:             Rodney C. Sacks
Title:            Trustee





SETTLEMENT AGREEMENT

This Settlement Agreement (the "Settlement  Agreement")'is entered effective the
3rd day of September, 1999 by and between The Fresh Juice Company of California,
Inc., as successor to and/or assignee of Hansen's Juice,  Inc. (both hereinafter
referred to as "HJI"), The Fresh Smoothie Company,  LLC ("FSC") and its managing
partner,  Barry  Lublin  ("Lublin"),   Hansen's  Juice  Creations,  LLC  ("Juice
Creations"),  and its managing partner,  Harvey Laderman ("Laderman") (HJI, FSC,
Lublin and  Laderman  shall  collectively  hereinafter  be  referred  to as "the
Parties").

WHEREAS,  HJI owns, possesses and/or enjoys certain rights, title and interests,
inter alia: (i) as a grantor and beneficiary  under and pursuant to the terms of
a Trust created under that certain Agreement of Trust dated as of July 27, 1992,
as amended from time to time (the "Trust  Agreement" or "Trust") by, between and
among Hansen's  Juices,  Inc. and Gary Hansen,  Anthony Kane and Burton S. Rosky
(collectively,  the "Former  Trustees")  as  Trustees of the Trust;  and (ii) as
licensee  of the common law and  registered  trademark  "HANSEN'S",  alone or in
conjunction  with other words,  and in various forms,  variations and composites
thereof  (hereinafter,  collectively,  the  "Trademarks"),  and the trade  name,
company
 name,  corporate name and doing,  business name "HANSEN'S ", alone or in
conjunction  with other words,  and in various forms,  variations and composites
thereof (hereinafter,  collectively,  the "Trade Names"), in connection with the
manufacture,  sale and distribution of fresh juice drinks and juices pursuant to
that certain Fresh Juices License Agreement,  as amended (hereinafter,  together
with its amendments,  the "Fresh Juices Agreement")  entered into as of July 27,
1992 between HJI as Licensee  and the Former  Trustees on behalf of the Trust as
Licensor; and

WHEREAS,  HJI and Juice Creations  entered into a Royalty  Agreement dated April
26, 1996, annexed as Exhibit "A" hereto (the "Juices Royalty Agreement"),  which
has been amended and supplemented pursuant to: (i) a letter agreement, dated May
14, 1996 annexed as Exhibit "B" hereto (the "Letter Agreement"),  (ii) Amendment
to Royalty Agreement,  dated May 9, 1997 to the Juices Royalty Agreement annexed
as Exhibit "C" hereto (the "Juices  Royalty  Amendment"),  (iii) an Agreement of
Purchase and Sale of Membership  Interests  and  Amendment of Royalty  Agreement
dated May 9, 1997 annexed hereto as Exhibit "D" hereto (the "Membership Purchase
Agreement"),  and (iv) the Settlement  Agreement dated September _, 1999 between
Hansen Beverage Company ("HBC"),  Rodney C. Sacks, as Trustee of the Trust, FSC,
Juice  Creations,  Lublin and Laderman,  annexed as Exhibit "E" hereto (the "HBC
Settlement  Agreement").  The Juices Royalty Agreement, as amended by the Letter
Agreement,  Juices Royalty Amendment, the Membership Purchase Agreement, the HBC
Settlement  Agreement,  and the within Settlement  Agreement (being  hereinafter
referred to, collectively, as the "Fresh Juices Sublicense"), shall govern FSC's
rights and license in the Trademarks and/or Trade Names; and

WHEREAS,  in accordance with to the terms of the Juices Royalty  Agreement,  HJI
granted Juice Creations an exclusive  license to use the designation  "HANSEN'S"
as a trademark, trade name and business name in connection with the manufacture,
sale and distribution of "fresh juices and fresh juice products";

WHEREAS, The Fresh Juice Company of California,  Inc. by successorship to and/or
assignment from Hansen's Juices, Inc., became the sublicensor to Juice Creations
under and pursuant to the terms of the Fresh Juices Sublicense; and

WHEREAS,  pursuant to the terms of an  Assignment  of License  Agreements  dated
February,  1999, Juice Creations assigned to FSC all of Juice Creations' rights,
license, and interests under the Juices Royalty Agreement, as amended; and

WHEREAS, the Trustee and HBC, as Claimants,  and Juice Creations, as Respondent,
are parties to an arbitration  (the  "Arbitration")  pending before the American
Arbitration  Association ("AAA") in Los Angeles  California,  No. 72 Y 114 01292
98, however,  the Arbitration has been settled and dismissed pursuant to the HBC
Settlement Agreement; and

WHEREAS, HJI has submitted to the AAA and moved for leave to file a Cross-Demand
For Declaratory Relief, dated August 11, 1999 (the "Cross-Demand")  against FSC,
Lublin, Juice Creations,  and Laderman before the AAA, and FSC, Lublin, Laderman
and Juice  Creations  have denied the claims set forth in the  Cross-Demand  and
have certain claims against HJI (the "Fresh Juices Dispute"); and

WHEREAS, the Parties wish to dismiss, with prejudice, all claims that they have,
or could have, asserted against one another in the Cross-Demand and with respect
to the  Fresh  Juices  Dispute,  and to avoid  the  expense,  inconvenience  and
distraction  of  protracted  litigation,  without  any  admission  of  liability
whatsoever by any of them, and without the foregoing  recitals  constituting any
evidence  or  admission  as to  the  validity,  force  or  effect  of any of the
agreements referred to therein; and

WHEREAS, the Parties have agreed to settle the Cross-Demand and the Fresh Juices
Dispute between and among them on the terms and conditions set forth below;

NOW,  THEREFORE,  in  consideration  of the premises,  the mutual  covenants and
promises set forth herein,  and for other good and valuable  consideration,  the
validity,  sufficiency  and  receipt  of which are  hereby  acknowledged,  IT IS
STIPULATED AND AGREED by and among the Parties as follows:

1.       Required   Submissions  and  Documents.   Contemporaneously   with  the
         execution  of  this  Settlement  Agreement,  HJI  shall  submit  to the
         Arbitrator for signature and approval an executed  original  Stipulated
         Final Dismissal upon the terms of this Settlement Agreement in the form
         annexed as Exhibit "F."

          2. Rescission of Termination Notices.  Confirmation  Validity of Fresh
     Juice Sublicense.  HJI hereby acknowledges,  agrees and confirms, that: (i)
     all prior notices and letters  purporting  to terminate the Juices  Royalty
     Agreement,  as amended,  which were sent to FSC (or to Juice  Creations) by
     HJI (or by HJI's legal counsel),  including without  limitation the letters
     dated March 1, 1999,  April 2, 1999,  and July 7, 1999 (copies of which are
     attached hereto as Exhibits  "G-1," "G-2," and "G-3") are hereby  rescinded
     and  terminated  and are of no  further  force and  effect,  (ii) the Fresh
     Juices  Sublicense is valid,  and in full force and effect  pursuant to the
     terms and conditions  contained therein,  and as amended  hereinbelow,  and
     (iii) upon the execution of this Settlement  Agreement by the Parties,  FSC
     shall not be deemed to be in default under the Fresh Juices Sublicense.

  3. Amendment To Juices  Royalty  Amendment.  HJI and FSC hereby agree that the
     Juices Royalty  Amendment is further  hereby amended as follows:  after the
     word  "machine"  contained  in the last line of Paragraph I and on the last
     line of Paragraph  2.b., the following words shall be added in parenthesis:
     "(including blenders)."


4.       Non-Competition.

                           (i)  Nothing  in  this  Agreement,  or in  any of the
                           agreements  comprising the Fresh Juices Sublicense as
                           defined  in  this   Settlement   Agreement  shall  be
                           construed to prohibit or restrict FSC from supplying,
                           in any  bottled,  non-bottled  or  pre-bottled  form,
                           custom blend fresh juice-based  products,  including,
                           without limitation,  smoothies, which are designed to
                           be sold for use at home or by the  ultimate  consumer
                           in a Taylor machine,  or similar  machine  (including
                           blenders)  ("Custom  Blended Fresh Juice  Products"),
                           provided that neither the  designation  '"HANSEN" nor
                           "HANSEN'S",  alone or in  combination  with any other
                           word(s), or any form, variation or composite thereof,
                           is used in any manner  whatsoever in connection  with
                           any such Custom  Blended  Fresh  Juice  Products as a
                           trademark,  service mark,  trade name,  company name,
                           corporate  name,  doing  business  name or otherwise.
                           Other than with respect to its supply  obligations to
                           FSC, HJI shall not manufacture,  sell,  distribute or
                           supply any Custom Blended Fresh Juice Products.

         (ii) In the  event  that at any  time  during  the  term of the  Juices
         Royalty Agreement,  as amended, that FSC elects (at its sole option) to
         sell,  manufacture  or distribute  under a trademark not using the name
         "Hansens" any juice based product that is in competition to any product
         presently  manufactured  and  distributed  solely by HJI, then FSC must
         first  obtain the prior  consent  of HJI,  which  consent  shall not be
         unreasonably withheld by HJI. FSC shall give to HJI at least sixty (60)
         days prior written  notice with respect to describing  said  product(s)
         and its intended  uses (the  "Notice"),  and HJI shall  respond  within
         thirty (30) days from the receipt of the Notice.  In the event that HJI
         rejects FSC's request contained in the Notice, then: (i) HJI's response
         to FSC shall set  forth  HJI's  reasons  why it is  disapproving  FSC's
         request,  and (ii) if FSC is of the opinion  that HJI has  unreasonably
         disapproved  FSC's  request,  then FSC may, at its option,  submit such
         dispute  to  Arbitration  pursuant  to  the  procedures  set  forth  in
         Paragraph 17 hereinafter.

5.       Payment  by  FSC  to  HJI  of  Certain  Invoices.  The  Parties  hereby
         acknowledge that there are certain outstanding invoices recently billed
         by HJI to FSC as follows (collectively, the "Invoices"):

         Invoice No.                                 Amount
         0227 367                                    $      117.60
         0226 722                                       21,217.20
         0229 175                                       22,811.90
                                            Total:    $ 44,146.70

         HFI and FSC have  agreed  that FSC shall have up to November 1, 1999 to
         pay in full the Invoices.  It is further  agreed that FSC shall pay all
         future HJI invoices  within thirty (30) days from receipt by FSC of the
         products ordered by FSC pursuant to such new invoices.

6.       Payment of Legal Fees. It is hereby  agreed and confirmed  that neither
         Juice Creations,  FSC, Barry Lublin,  or Harvey Laderman shall have any
         liability  or  obligation  to pay to HJI any legal  fees or costs  with
         respect to the indemnification  provisions  contained in Paragraph 9.01
         of  the  Membership  Purchase  Agreement  or  contained  in  any  other
         document.

7.       Ratification  of Fresh Juices  Sublicense.  The Parties hereby confirm,
         agree,  and  acknowledge  that: (i) Fresh Juices  Sublicense is in full
         force and effect,  and (ii) the Parties shall comply with the terms and
         conditions of, and perform their obligation  under, and be bound by all
         of the terms and conditions contained in the Fresh Juices Sublicense.

8.       Mutual Releases.

                           (i) Except  for the  obligations  created  under this
                           Settlement Agreement,  FSC, Juice Creations,  Lublin,
                           and  Laderman,   jointly  and  severally,  do  hereby
                           unconditionally,  irrevocably and forever release and
                           discharge HJI and its officers, directors,  managers,
                           attorneys,    agents,   servants,    representatives,
                           employees,  and the successors and assigns of each of
                           the  foregoing  from  any  and  all  claims,   debts,
                           liabilities,  demands, obligations,  costs, expenses,
                           damages,  lawsuits,  actions and causes of action, of
                           whatever  kind or nature,  whether  known or unknown,
                           based  on,  arising  out of,  or in  connection  with
                           anything  done or omitted or  suffered  to be done at
                           any  time  prior  to  the  date  of  this  Settlement
                           Agreement  which  pertains  in any  way to any of the
                           events  described in the Recitals to this  Settlement
                           Agreement,  the  Cross-Demand,  and the Fresh  Juices
                           Dispute.

         (ii)  Except  for  the   obligations   created  under  this  Settlement
         Agreement, HJI hereby unconditionally, irrevocably and forever releases
         and discharges (a) Juice Creations,  FSC, and their respective members,
         principals, officers, directors, managers, attorneys, agents, servants,
         representatives,  employees,  and (b) Barry Lublin and Harvey Laderman,
         and their  respective  attorneys,  agents,  servants,  representatives,
         employees,  agents,  heirs,  successors,  and assigns, from any and all
         claims, debts,  liabilities,  demands,  obligations,  costs,  expenses,
         damages,  lawsuits,  actions and causes of action,  of whatever kind or
         nature,  whether  known or  unknown,  based on,  arising  out of, or in
         connection  with anything done or omitted or suffered to be done at any
         time prior to the date of this  Settlement  Agreement which pertains in
         any  way to any  of the  events  described  in  the  Recitals  to  this
         Settlement Agreement, the Cross-Demand, or the Fresh Juices Dispute.

         (iii)  Except for as  provided  in this  Settlement  Agreement  and its
         related  documents,  the  release  of the  Parties  contained  in  this
         Paragraph  7 of this  Settlement  Agreement  includes  the  waiver  and
         release of any and all rights under California Civil Code Section 1542,
         which provides as follows:

         "A general  release does not extend to claims  which the creditor  does
         not know or suspect to exist in his favor at the tie of  executing  the
         release,  which  if  known by him must  have  materially  affected  his
         settlement with the debtor."

                           (iv)  Each  of  the  Parties  hereto  represents  and
                           warrants that such Party has not heretofore  assigned
                           or  transferred,  or purported to assign or transfer,
                           to any person or other entity whatever,  any claim or
                           cause of action released or assigned pursuant to this
                           Settlement Agreement.

9.       Integration.  This Settlement  Agreement contains the full and complete
         settlement  reached by the Parties with respect to the Cross-Demand and
         the Fresh Juices Dispute and the matters contained therein,  and merges
         all  prior  and  contemporaneous   discussions,   writings,   promises,
         undertakings,   representations   and   communications   between   them
         respecting  the  settlement  of the  Cross-Demand  and the Fresh Juices
         Dispute  and the  subject  matter set forth  herein.  No  modification,
         rescission  or  waiver  of any of the  terms  and  conditions  of  this
         Settlement  Agreement  shall be binding or  effective  for any  purpose
         unless  expressed  in a  writing  signed by the  Parties,  and any such
         modification,  rescission  or  waiver  shall be  effective  only in the
         specific instance and for the specific purpose given.

         10. Binding Effect. This Settlement Agreement and the Juices Sublicense
             Agreement shall inure to the benefit of, and shall be binding upon,
             the  undersigned   Parties,   their  parent  entities,   controlled
             subsidiaries,  members,  shareholders,  affiliates,  divisions, and
             departments,  and  each  of  the  foregoing  entities'  principals,
             officers, directors, employees, representatives and agents, and all
             those  acting  under any of the  foregoing  persons'  or  entities'
             control, in concert with any of them or on any of their behalf, and
             each  of  their  respective  heirs,  successors,   representatives,
             administrators  and  assigns,  provided,  however,  nothing in this
             Settlement   Agreement,   except  as  expressly  provided  in  this
             Settlement Agreement,  shall expand, limit, or affect in any manner
             either the  restrictions  on competition or the supply  obligations
             set forth in the Fresh Juices Sublicense.

11.      Notices. Any notice, request, information or other document required to
         be provided  hereunder shall be in writing and delivered  personally or
         sent by certified  mail or registered  mail,  postage  prepaid,  to the
         following  addressees  or to such other  addressees as may from time to
         time be designated in writing by the parties:

         In the case of HJI:        The Fresh Juices Company of California, Inc.
                                    875 West 8th Street
                                    Azusa, California 91702
                                    Telecopy: (818) 812-6077
                                    Attention: Jeffrey Heavirland

         In the case of FSC:        Barry Lublin
                                    The Fresh Smoothie Company, LLC
                                    11640 San Vicente Blvd., Suite 205
                                    Los Angeles, California 90049
                                    Telecopy: (310) 820-0053

         Copy to:          Roger H. Howard, Esq.
                                    Christensen, White, Miller, Fink,
                                    F. Jacobs, Glaser & Shapiro, LLP
                                    2121 Avenue of the Stars, 18th Floor
                                    Los Angeles, California 90067-5010
                                    Telecopy: (310) 556-2920
                                                     and
                                    Dennis G. Martin
                                    Blakely, Sokoloff, Taylor & Zafman
                                    12400 Wilshire Blvd., Seventh Floor
                                    Los Angeles, California 90025-1026
                                    Telecopy: (310) 820-5988

         In the case of
         Juice Creations:           Harvey Laderman
                                    Hansen's Juice Creations, LLC
                                    11640 San Vicente Blvd., Suite 205
                                    Los Angeles, California 90049
                                    Telecopy: (310) 820-0053

         Copy to:          Roger H. Howard, Esq.
                                    Christensen, White, Miller, Fink,
                                    F. Jacobs, Glaser & Shapiro, LLP
                                    2121 Avenue of the Stars, 18th Floor
                                    Los Angeles, California 90067-5010
                                    Telecopy: (310) 556-2920.

         In the case of
         Barry Lublin:              Barry Lublin
                                    c/o The Fresh Smoothie Company, LLC
                                    11640 San Vicente Blvd., Suite 205
                                    Los Angeles, California 90049
                                    Telecopy: (310) 820-0053


         Copy to:          Roger H. Howard, Esq.
                                    Christensen, White, Miller, Fink,
                                    F. Jacobs, Glaser & Shapiro, LLP
                                    2121 Avenue of the Stars, 18th Floor
                                    Los Angeles, California 90067-5010
                                    Telecopy: (310) 556-2920.




         In the case of
         Harvey Laderman:  Harvey Laderman
                                    c/o Hansen's Juice Creations, LLC
                                    11640 San Vicente Blvd., Suite 205
                                    Los Angeles, California 90049
                                    Telecopy: (310) 820-0053

         Copy to:          Roger H. Howard, Esq.
                                    Christensen, White, Miller, Fink,
                                    F. Jacobs, Glaser & Shapiro, LLP
                                    2121 Avenue of the Stars, 18th Floor
                                    Los Angeles, California 90067-5010
                                    Telecopy: (310) 556-2920.

12.      Authority.   Each  of  the  individual  signatories  hereto  personally
         represents  and  warrants  that he is a Party or an  officer of a Party
         hereto, that his entry into this Settlement  Agreement is authorized in
         the manner  required by  applicable  law, and that he is empowered  and
         authorized to sign on behalf of the Party on behalf of whom or which he
         sets forth his signature below.

13.      Non-admission;  Non-Prejudice.  It is expressly  understood  and agreed
         that this  Settlement  Agreement and its contents are not and shall not
         be  construed as an admission or denial by any of the Parties as to, or
         as any evidence of, the truth of any of the allegations or the validity
         of any of the claims  asserted in the  Cross-Demand.  The Parties  have
         agreed to compromise and settle the claims  asserted in the Arbitration
         and Cross-Demand to avoid the expense and  inconvenience  that would be
         entailed in continuing this proceeding.

14.      Non-Exhaustive.  The  requirements  and  restrictions set forth in this
         Settlement  Agreement  shall be in addition to, and not in lieu of, any
         requirements or restrictions prescribed by law.

15.      Choice of Law. This  Settlement  Agreement shall be construed under and
         governed by the laws of the State of California  without  giving effect
         to principles of conflict of law.

16.      Conflict.  In the event of a conflict  between the  provisions  of this
         Agreement  and  the  HBC  Settlement  Agreement,   the  HBC  Settlement
         Agreement will govern and control.

17.      Final Dismissal.  Alternative Dispute Resolution and Remedies

17.1 Final Dismissal.  The Stipulated Final Dismissal of the Cross-Demand  shall
     be submitted to the Arbitrator for signature and approval.

17.2.Alternative Dispute Resolution. The Parties hereby expressly agree that any
     dispute,  controversy  or claim  arising  out of, in  connection  with,  or
     relating  to this  Settlement  Agreement,  or the * entry  into,  breach or
     termination hereof,  shall be settled by binding  arbitration  conducted by
     JAMS/Endispute  ("JAMS") in accordance with JAMS Comprehensive  Arbitration
     Rules and Procedures (the "Rules").  The arbitration  shall be heard by one
     (1)  arbitrator  to be selected in  accordance  with the Rules,  within the
     boundaries  of Los Angeles  County,  California.  Judgement  upon any award
     rendered may be entered in any court having  jurisdiction  thereof.  Within
     seven (7) calendar  days after  appointment  the  arbitrator  shall set the
     hearing date,  which shall be within ninety (90) days after the filing date
     of the demand for  arbitration  unless a later  date is  required  for good
     cause shown and shall order a mutual exchange of what he/she  determines to
     be relevant documents, identifications of witnesses and information and the
     dates  thereafter for the taking of up to a maximum of five (5) depositions
     by each Party to last no more than two (2) days per  deponent.  The Parties
     waive the right,  if any,  to obtain any award for  exemplary  or  punitive
     damages or any other  amount for the purpose of imposing a penalty from the
     other in any  arbitration  or  judicial  proceeding  or other  adjudication
     arising out of or with respect to this Settlement Agreement,  or any breach
     hereof,  including any claim that this  Settlement  Agreement,  or any part
     hereof, is invalid,  illegal or otherwise  voidable or void. In addition to
     all other relief that may be granted in the arbitration, including, without
     limitation,  the relief set forth in Section  17.3  below,  the  arbitrator
     shall award reasonable  attorneys' fees to the prevailing Party or Parties.
     The arbitrator shall make his or her award no later than seven (7) calendar
     days  after  the  close of  evidence  or the  submission  of final  briefs,
     whichever  occurs later.  The arbitration  award shall be final and binding
     upon the Parties and the  Parties  hereto  agree that they will accept such
     decision  and award as  binding  and  conclusive  and will  abide  thereby.
     Service of any notice, process, motion or other document in connection with
     such arbitration  proceeding and arbitration  award may be made by personal
     service or by any means specified in Section 11 hereof.

                  The Parties further acknowledge, consent and agree that to the
                  extent that any dispute,  controversy or claim arising out of,
                  in connection  with, or relating to this Settlement  Agreement
                  refers or relates to, implicates, involves or concerns, in any
                  manner  whatsoever,  the Trust  Agreement,  the  Fresh  Juices
                  Agreement,   the  Fresh  Juices   Sublicense,   or  any  other
                  instrument,  arrangement or agreement by and/or between and/or
                  among the Parties  that  provides for  arbitration  before the
                  American Arbitration  Association,  the arbitration provisions
                  of this  Section 17 shall  govern and  control  and the entire
                  controversy,  claim and dispute  shall be conducted by JAMS in
                  accordance  with the  provisions  of this  Section  17. To the
                  extent  that the  provisions  of the Trust  Agreement  and the
                  Fresh  Juices  Sublicense,   or  any  such  other  instrument,
                  arrangement or agreement are in conflict or inconsistent  with
                  this  Section  17,  they are hereby  superseded  to the extent
                  necessary  to  effectuate  the intent of the Parties  that any
                  dispute,  controversy  or claim  arising out of, in connection
                  with, or relating to this Settlement Agreement be conducted in
                  its entirety by JAMS in accordance with the provisions of this
                  Section 17.

         17.3     Remedies. In the event of a breach or threatened breach by any
                  of  the  Parties  of its  obligations  under  this  Settlement
                  Agreement,  each Party acknowledges that the other Parties may
                  not have an  adequate  remedy at law and shall be  entitled to
                  seek specific  performance  of this  Settlement  Agreement and
                  such  preliminary,   permanent  and  mandatory  equitable  and
                  injunctive  relief as may be  available  to  restrain  the any
                  other  Party from any actual or  threatened  violation  of the
                  provisions hereof.  Accordingly,  notwithstanding the Parties'
                  agreement to submit to  arbitration  set forth in Section 17.2
                  above,  each  Party  may  apply to any  court  situate  in Los
                  Angeles  County (the "Court") to obtain any of the  foregoing,
                  or other,  relief in connection with any dispute,  controversy
                  or  claim  arising  out  of or  relating  to  this  Settlement
                  Agreement in the event that the granting of any such relief is
                  not within the authorization,  power or policy of any arbitral
                  authority selected by the Parties,  or is not expressly denied
                  by such arbitral authority but nevertheless cannot be obtained
                  from such  authority  in time to avoid  imminent,  irreparable
                  harm. The Parties hereby consent to the personal  jurisdiction
                  of the Court for the  purposes  of hearing and  deciding  such
                  application.  The prevailing Party or Parties in any action or
                  proceeding   seeking   such   relief   shall  be  entitled  to
                  reimbursement  from the other Party or Parties of any costs or
                  expenses (including, without limitation, reasonable attorneys'
                  fees)  incurred in connection  with such  proceeding.  Nothing
                  herein  shall be  construed  as  prohibiting  any  Party  from
                  pursuing  any  other  remedies  available  for such  breach or
                  threatened breach, including the recovery of damages.


THE FRESH JUICE COMPANY OF CALIFORNIA, INC.
By:      /s/Jeffrey Heavirland
         Chief Executive Officer


THE FRESH SMOOTHIE COMPANY, LLC
By:      /s/Barry Lublin
         as Managing Partner

BARRY LUBLIN
By:      /s/Barry Lublin
         Individually

HANSEN'S JUICE CREATIONS, LLC
By:      /s/Harvey Laderman
         as Managing Partner

HARVEY LADERMAN
By:      /s/Harvey Laderman
         Individually


We, the undersigned,  HANSEN BEVERAGE COMPANY and RODNEY C. SACKS, as Trustee of
the Hansen's Trust, by our signatures  below,  hereby confirm our consent to and
approval of the terms and conditions of the above Settlement Agreement

HANSEN BEVERAGE COMPANY
By:      /s/Rodney C. Sacks
         Chairman and Chief Executive Officer

RODNEY C. SACKS, as Trustee of the Hansen's Trust
By:      /s/Rodney C. Sacks
         Trustee




ROYALTY AGREEMENT

This AGREEMENT  ("Agreement") made as of April 26, 1996, by and between HANSEN'S
JUICES,  INC., a California  corporation  (hereinafter  referred to as "HJI") as
"Licensor"  and  HANSEN'S  JUICE  CREATIONS,   Limited  Liability  Company,   as
"Licensee."

HJI has obtained a license for the entire  right,  title and interest to the use
of the "trademark" which is registered in the United States Patent and Trademark
Office as set forth below,  including the goodwill of the business in connection
with  which it is used and which is  symbolized  thereby,  for fresh  juices and
fresh juice products:

Trademark:        Hansen's  (hereinafter referred to as the "Trademark.")

U.S. Trademark Registration Number:         1,258,780

Licensee  desires to use,  and to obtain from  Licensor  the right,  license and
privilege to use, the Trademark  worldwide in conjunction  with the manufacture,
sale and  distribution  of fresh juices and fresh juice  products,  (all of such
products are hereinafter sometimes referred to collectively as "Licensed Goods")
and the  Licensor is willing to grant such  license on the terms and  conditions
set forth below.

NOW, THEREFORE,  in consideration of the mutual covenants of the parties and for
other good and valuable  consideration,  receipt
 of which is hereby acknowledged
by the Licensor, the parties hereto agree as follows:

         1. License.  Licensor  grants to Licensee an exclusive  worldwide right
and license to use the Trademark,  under the state and federal law and under the
auspices and privileges provided by any registration covering said Trademark, on
the Licensed Goods. It is expressly agreed between the parties that the Licensor
retains the exclusive  right to use or license the use of the "Hansen's" mark in
connection with the  manufacture,  sale and/or  distribution of goods other than
the Licensed Goods.

         Licensee,  and any other entity  organized by. Licensee for the purpose
of  manufacturing,  selling,  and/or  distributing  the Licensed  Goods shall be
entitled to use the "Hansen's" name in its company name or any assumed or "doing
business" name;  provided,  however,  that Licensee's if its shares are publicly
traded on a  recognized  stock  market,  shall not be  entitled to use the words
"beverage(s)" or "juice(s)" in conjunction with the "Hansen's" name 'in the name
of such publicly traded company.

         2. Term.  The term -of this license shall  commence upon receipt by the
Licensor of written notice from Licensee of Licensee's  election to commence the
manufacture,  sale and/or  distribution of any of the Licensed  Goods,  provided
that such notice  shall have been  received by the  Licensor  within three years
following the date hereof.  (The date of such notice is hereinafter  referred to
as the "Effective Date").  The license granted hereby shall continue  thereafter
in perpetuity  unless (i) terminated by Licensee upon written notice to Licensor
given not less than ninety (90) day's prior to the end of any "License  Year" or
(ii) terminated by the Licensor if, after making the election referred to above,
Licensee shall have failed to generate (a) a minimum of $500,000.00 of aggregate
"Net Sales" (as defined below)  following the Effective Date, or (b) if Licensee
shall have failed to generate a minimum of $500,000.00 of aggregate Net Sales of
Licensed  Goods  during  any  License  Year  thereafter.   Notwithstanding   the
foregoing,  however, if Licensee shall have failed to generate minimum aggregate
Net Sales for any  License  Year,  as required in the  preceding  sentence,  but
Licensee  shall  nonetheless  elect to pay to  Licensor  an amount  equal to the
"Royalties"  (as defined  below)  which would have been  payable to Licensor had
Licensee  generated the required  minimum  aggregate net sales of Licensed Goods
for such License Year, as provided above,  then Licensee shall be deemed to have
generated  the minimum  aggregate  Net Sales for such License  Years as required
hereunder and Licensor  shall have no right to terminate  this license by reason
of Licensee's  failure to generate  minimum  aggregate Net Sales in such License
Year.

         For purposes of this  License,  a "License  Year" shall mean the twelve
(12) month period  commencing on the Effective Date and each consecutive  twelve
(12) month thereafter.

3. Quality of Goods. Licensee agrees to maintain the quality of goods sold under
the Trademark  commensurate  with the business position of the parties involved.
Licensor  reserves the right,  upon reasonable  notice, to enter the premises of
Licensee and inspect the quality of goods manufactured,  sold and/or distributed
by Licensee  under the  Trademark  to insure  that the quality of said  Licensed
Goods is maintained.

         Licensee agrees to allow Licensor's  authorized  agents to inspect said
Licensed  Goods  manufactured,  sold and/or  distributed  by Licensee  under the
Trademark  at any time  desired by Licensor  upon  reasonable  notice and during
Licensee's regular business hours.

         In the event that Licensor  shall find that the quality of the Licensed
Goods has not been maintained by Licensee as required in this Paragraph 3 above,
Licensor shall notify Licensee in writing of any such  dissatisfaction  with the
quality of said Licensed Goods and Licensee shall have thirty (30) days in which
to  bring  the  quality  of  such  Licensed  Goods  up  to  a  level  reasonably
satisfactory  to Licensor.  If Licensor's  complaints  are such that a remedy or
cure cannot  reasonably  be completed  within said thirty (30) day period,  then
Licensee shall commence to cure such dissatisfaction within such thirty (30) day
period and shall  thereafter  diligently  and  continuously  take all reasonable
steps to effect such cure or remedy.  In the event that  Licensee  shall fail to
perform its  obligation to maintain the quality of any Licensed  Goods and shall
fail to cure such failure as hereinabove provided, Licensor shall have the right
to terminate or suspend Licensee's right to manufacture,  sell and/or distribute
such Licensed  Goods so long as the quality  thereof  shall be below  acceptable
standards, but nothing herein shall be deemed to terminate, suspend or otherwise
affect  Licensee's  continued right to manufacture,  sell and/or  distribute any
other  Licensed  Goods  which  shall be of a quality  which is  consistent  with
Licensee's obligations hereunder.

         4.  Ownership of the  Trademark.  The parties agree that Licensor shall
retain full ownership of all rights and title in and to said Trademark,  subject
only to the rights and license granted to Licensee  hereunder or under any other
license agreement between the parties.

         5. Use of Trademark.  Licensee shall,  upon request,  provide  Licensor
with  representative  samples of literature,  brochures,  signs and  advertising
materials  prepared by the Licensee  bearing the Trademark at least fifteen (15)
days prior to the first use thereof.  If Licensor  reasonably  finds any of said
material  objectionable,  notice of objection citing specifics shall be given to
Licensee  within eight (8) days after receipt of the  materials by Licensor.  If
the parties cannot resolve the objections among themselves,  the matter shall be
submitted  to  arbitration  pursuant  to  Paragraph  18  hereof.  When using the
Trademark  under this  Agreement,  Licensee shall use its best efforts to comply
substantially with all laws pertaining to trademarks in force at any time in any
country  in which  said  Licensed  Goods  are  sold.  This  provisions  includes
compliance  with  trademark  marking  requirements  of the country in which said
Licensed Goods are sold.

         6. Covenants of Licensor and Licensee.

         6.1.for a period of three (3) years  following  the date  hereof and so
             long  thereafter  as this  license  shall  remain in full force and
             effect. The Licensor shall not use or grant others the right to use
             the Trademark on or in connection  with Licensed  Goods in any area
             of the world. If Licensee shall not have served written notice upon
             Licensor of it election to commence  the  manufacture,  sale and/or
             distribution of any Licensed Goods within three (3) years following
             the date hereof or if this License  shall be terminated at any time
             following  the Effective  Date,  Licensor may  thereafter  grant to
             others  the  right  or  license  to  use  the  Trademark  on  or in
             connection with Licensed Goods in any area of the world;  provided,
             however,  that if Licensor  shall  propose to grant a license  with
             respect to the use of the Trademark on Licensed  Goods to any third
             party as  permitted  above,  Licensor  shall first offer to grant a
             license  upon  the same  terms  and  conditions  to  Licensee,  and
             Licensee  shall have the right,  for a period of thirty (30).  days
             following its receipt of notice  thereof,  to elect to enter into a
             new license agreement with Licensor upon such terms and conditions.

         6.2 Licensor  agrees  to  maintain  at its sole  cost and  expense  the
             federal  registration of the Trademark in the United States in full
             force  and   effect,   including   the  filing  of  any   renewals,
             declarations or affidavits of use, or, if appropriate,  to file new
             applications  for  registration.   Upon.  written  request  of  the
             Licensee,  Licensor  shall  use its best  efforts  to  procure  the
             registration of the Trademark or any other trademark (including any
             label or logo) relating to the Licensed Goods which incorporates or
             includes the  Trademark in any  jurisdiction  outside of the United
             States  in which  Licensee  shall  have  given  written  notice  to
             Licensor of its bona fide  intention  to  manufacture,  sell and/or
             distribute the Licensed Goods,  and shall maintain the same in full
             force  and   effect,   including   the  filing  of  any   renewals,
             declarations  or affidavits  of use;  provided,  however,  that alI
             reasonable  costs and  expenses  associated  with any such  foreign
             registrations  or other filings with respect to the Trademark shall
             be  advanced  by the  Licensee  for the  account  of  Licensor  and
             Licensee shall recoup such costs and expenses only by offsetting or
             deducting  the same  from any  royalties  which may be  payable  by
             Licensee to  Licensor  on account of the sale of any goods  bearing
             the Trademark,  or any related  trademarks  licensed by Licensor to
             Licensee   under  this  and/or  any  other  license   agreement  or
             arrangement between Licensor and Licensee, or from any other monies
             owing  by  Licensee  to  Licensor  hereunder  or  under  any  other
             arrangement or agreement between the parties.  Without limiting the
             generality of the  foregoing,  Licensor shall execute all documents
             reasonably  requested by the  Licensee  for filing and  prosecuting
             such   applications  for  registration  of  the  Trademark  in  any
             jurisdiction throughout the world in which Licensee has a bona fide
             intention  to  manufacture,  sell and/or  distribute  the  Licensed
             Goods. Licensor shall also give to Licensee all assistance Licensee
             reasonably  requires including the giving of testimony in any suit,
             action or proceeding  in order to obtain,  maintain and protect the
             Licensee's  rights  therein and thereto.  If Licensor  shall not so
             execute  or  deliver   any  such   instruments   after   reasonable
             opportunity  to do so,  Licensee  shall  have the right to do so in
             Licensor's name, place and stead and Licensee is hereby irrevocably
             appointed a  Licensor's  attorney in fact for such  purpose,  which
             power is coupled with an interest.

         6.3 The Trust will take all steps  necessary  to defend,  preserve  and
             maintain all its rights 'in the Tradename.  If the Trust shall fail
             to comply with the foregoing  duties,  the Company may so comply in
             the Trust's  name to the extent  permitted by law and to the extent
             necessary  to  defend  or  preserve  such  trademarks,  tradenames,
             service marks or logos.  If the Trust shall fail to comply with the
             foregoing  duty,  the Company may so comply in the Trust's  name to
             the extent  permitted by law and to the extent necessary to defend,
             preserve,  and  maintain  the  Tradename,  but  all at the  Trust's
             expenses,  and the Trust shall  promptly  reimburse  the Company in
             full  for  all  expenses  incurred  for  the  Trust  in  defending,
             preserving and  maintaining  the  Tradename.  In the event that the
             Trust Elects to abandon or discontinue  the use of any Tradename in
             any  territory,  the Company  shall have the right to Continue  the
             usage of said Tradename in such abandoned territory,  provided that
             the  Company  pays for all  costs,  expense,  and  legal  fees with
             respect to the continued use of said Tradename.

         7. Use of Confusingly  Similar Marks.  Licensee agrees not to adopt and
use, without Licensor's written consent,  any marks that are confusingly similar
to the Trademark; provided, however, that Licensee may adopt any trademark, logo
or label which includes or  incorporates  the Trademark in conjunction  with its
sale and distribution of Licensed Goods.

         8.  Royalties.  Licensee  shall pay to  Licensor  percentage  royalties
("Royalties")  based upon "Net Sales" of Licensed Goods sold by Licensee  during
each License Year at the percentage rages set forth on Schedule A annexed hereto
or at such other percentage rates as may be agreed between Licensor and Licensee
with  respect  to  specific  product  categories.  Royalties  shall  be  payable
quarterly  within forty five (45) days  following the end of each quarter during
the License Year.

         As used herein,  the term "Net Sales" shall mean (i) the invoice  price
charged  by  Licensee  on account of the sale of  Licensed  Goods to  customers,
sublicensees,  distributors or others,  less all credits and allowances  granted
for  returned or defective  goods,  by  customers  against  payment for Licensed
Goods; or (ii) all royalties actually received from sublicensees pursuant to any
sublicense  agreement  or  arrangement  with respect to the  manufacturer,  sale
and/or distribution of the Licensed Goods.

         9.  Royalty  Reports  and  Payments.  Licensee  agrees to make  written
reports and make royalty payments to Licensor quarterly during each License Year
of the term hereof with respect to any Royalties payable to Licensor as provided
in Paragraph 8 above.  Such written  reports  shall include an accounting of all
Net  Sales of  Licensed  Goods  during  the  preceding  quarter  and upon  which
Royalties are payable  hereunder.  Said reports shall accompany full payment for
the  Royalties  due for the  reporting  quarter.  Licensee also agrees to make a
written  report to Licensor  within forty five (45) days after any expiration or
termination  of this  license,  stating in such report an  accounting of all Net
Sales  upon  which  Royalties  are  payable  hereunder,  but  which  have not be
previously reported to or paid to Licensor.

         10.  Records.  Licensee  shall obtain and keep records  showing all Net
Sales of  Licensed  Goods  and any  Royalties  due  and/or  paid as set forth in
Paragraph 8 of this license in sufficient detail to enable the Royalties payable
to be determined and Licensee  agrees to permit such records to be examined from
time to time  upon  reasonable  notice to the  extent  necessary  to verify  the
reports  provided for hereunder.  Such  examination to be made at the expense of
Licensor  by any  auditor  appointed  by  Licensor  who shall be  acceptable  to
Licensee,  or, at the option and expense of Licensee by a certified  independent
public accountant appointed by Licensor and approved by Licensee, which approval
shall not be unreasonable withheld.

         11. Default and Termination. Licensor shall have the right to terminate
this  Agreement  by reason of a material  breach by  Licensee  of its duties and
obligations  hereunder  provided that such  material  breach shall not have been
remedied  or cured  within  thirty  (30) days  following  receipt by Licensee of
written notice thereof from Licensor,  of if Licensor's  complaint of a material
breach is such that remedy or cure cannot  reasonably  be completed  within said
thirty (30) day period, then Licensee shall have commenced to cure such material
breach within such thirty (30) day period and shall  thereafter  have diligently
and continuously  taken all reasonable steps to effect such remedy or cure. Such
termination shall be without prejudice to any rights that Licensor may otherwise
have against Licensee for damages or otherwise.

         In the event of a breach or  threatened  breach by either  party of its
obligations under this license, each party acknowledges that the other party may
not have any adequate  remedy at law and may be entitled to seek such  equitable
and  injunctive  relief as may be available to restrain the other party from any
violation of the provisions  hereof. The prevailing party in any such proceeding
shall be  entitled  to  reimbursement  from  the  other  party  of any  expenses
(including,   without  limitation,   reasonable  attorney's  fees)  incurred  in
connection  with  such   proceeding.   Nothing  herein  shall  be  construed  as
prohibiting  either party from  pursuing any other  remedies  available for such
breach or threatened breach, including the recovery of damages.

         12. Effect of Termination or Expiration.  Upon and after the expiration
or termination of this license,  all rights granted to Licensee  hereunder shall
forthwith  revert to Licensor and Licensee shall refrain from any further use of
the Trademark on Licensed Goods pursuant to this  Agreement;  provided,  however
that  Licensee  may,  for a period of one  hundred  eighty  (180) days after the
expiration  and  termination  of this  license,  dispose of any  Licensed  Goods
remaining in the Licensee's  inventory or in process of manufactured at the date
of  termination of this license.  In any such event,  Licensee shall continue to
pay Royalties and furnish  statements  with respect to any period  subsequent to
the  termination of this license in accordance with the terms of this license as
though the same were still in effect.

         13.  Infringement.  In the event that  either  party  shall learn or be
advised  that the  Trademark is being  infringed by a third party in  connection
with the sale of Licensed Goods or any other goods under  circumstances in which
there is created a  likelihood  of confusion  with the  Licensed  Goods or which
could diminish the value of the Trademark,  the party having  knowledge  thereof
shall promptly notify the other party of such infringement.  Licensor shall have
the right to commence an action for infringement,  to select counsel and control
the  prosecution  of such action  (except that Licensee  shall have the right to
participate with its own counsel, at its own cost and expense).  Should Licensor
commence any such action for  infringement,  Licensor  and Licensee  shall share
equally all damages recovered from that suit after Licensor's costs and expenses
of suit have been  recouped.  In the event that  Licensor does not desire to sue
for  infringement,  it shall so notify Licensee promptly that it does not desire
to sue, and Licensee shall thereafter have the right, but not the obligation, to
sue for infringement in its own name or in the name of the Licensor and Licensee
may retain all damages recovered therefrom.  The party bringing the infringement
suit shall be responsible  for all costs and expenses of the suit and shall have
the right to select counsel and control and  prosecution of such suit.  Licensee
and Licensor agree to cooperate in any such suit for infringement, at no expense
to the  other,  and  provide  any  needed  assistance  to the other  party.  The
foregoing  notwithstanding,  the parties may otherwise agree in writing to share
the costs of and recoveries from any such suit.

         14.  Indemnification.  Licensor  assumes no liability to Licensee or to
third parties which respect to the sale of Licensed  Goods by Licensee under the
Trademark,  and Licensee shall  indemnify  Licensor  against losses  incurred by
claims of third  parties  against  Licensor  involving  the sale by  Licensee of
Licensed  Goods  and  obtain  product  liability  insurance  in  the  amount  of
$1,000,000.00 naming Licensor as an insured party and excess liability insurance
in the amount of $5,000,000.00  applicable to product liability claims. Licensee
shall provide written notice to Licensor of said product liability insurance and
shall not cancel the same without  thirty (30) days  written  Notice to Licensor
prior to cancellation of the same.

         15.  Sublicenses.  Licensee  may  sublicense  and/or.  subcontract  the
manufacture,  sale and/or  distribution  of Licensed  Goods,  provided  that any
sublicense  shall be consistent with this license.  However,  Licensee shall not
have the right to grant to third parties  licenses  relating to the Trademark on
any products other than Licensed Goods without the express written permission of
Licensor,  except pursuant to any other license  agreement or other  arrangement
between the parties.

16. Notices. Any notices or other communications required or permitted hereunder
shall be  sufficiently  given if  delivered  personally  or three (3) days after
being sent by registered or certified mail,  return receipt  requested,  postage
prepaid, or transmitted by telecopy with oral confirmation, addressed as follows
or to such other  address of which the parties may be given notice in accordance
with this paragraph:

       In the case of the Licensor:

                                                          Gary Hansen, President
                                                           Hansen's Juices, Inc.
                                                             875 West 8th Street
                                                         Azusa, California 91702
                            Telecopy: (818) 812-6077

       with a copy to: Burton S. Rosky, Esq.

                          Rosky, Landau, Stahl & Sheehy
                       8383 Wilshire Boulevard, Suite 528
                         Beverly Hills, California 90211
                            Telecopy: (213) 655-0412

         In the case of Licensee:                       Hansen's Juice Creations
                                          11777 San Vicente Boulevard, Suite 860
                          Los Angeles, California 90049
                            Telecopy: (310) 826-1252

                     and to:                                     Harvey Laderman
                                          11777 San Vicente Boulevard, Suite 860
                          Los Angeles, California 90049
                            Telecopy: (310) 826-1252


with a copy to: 
                                                              Roger Howard, Esq.
                                       Christensen, White, Miller, Fink, Jacobs,
                                                           Glaser & Shapiro, LLP
                                            2121 Avenue of the Stars, 18th Floor
                       Los Angeles, California 90067-5010
                            Telecopy: (310) 556-2920

         17.  Assignability.  It is  mutually  understood  and agreed  that this
license  shall  inure  to the  benefit  of and be  binding  upon  Licensor,  its
successors and/or assigns, and on Licensee,  its successors and/or assigns. This
license and any of the rights or obligations created herein may be assigned,  in
whole or in part,  by  Licensee;  provided,  however,  that  without the written
consent  of the  Licensor  no such  assignment  shall be  permitted  to a direct
competitor of HJI which manufactures  and/or sells fresh juices and/or any other
Licensed  Goods (as  defined in that  certain  Fresh  Juices  License  Agreement
between  Licensor and HJI of even date hereof).  Without limiting the generality
of the foregoing, it is specifically agreed that any bank, financial institution
or other  lender or any  transferee  of any such entity may be  substituted  for
Licensee as a party to this license.

         18.   Arbitration.   The  parties  hereby   expressly  agree  that  any
controversy  or claim arising out of or relating to this license,  or the breach
thereof,  shall be settled by  arbitration  in  accordance  with the  Commercial
Arbitration  Rules of the American  Arbitration  Association  (the "AAA") in Los
Angeles,  California,  before three (3) arbitrators  selected from the panels of
arbitrators  of the AAA.  Any  arbitration  award  shall be final,  binding  and
conclusive upon the parties and judgment  rendered thereon may be entered in any
court having jurisdiction  thereof. The prevailing party in any such arbitration
shall be  entitled  to  reimbursement  from  the  other  party  of any  expenses
(including,  without  limitation,  reasonable  attorney's  fees) incurred in the
connection with such arbitration.

         19.  Miscellaneous.   Nothing  in  this  license  shall  be  deemed  to
constitute or create between  Licensor or Licensee a  partnership,  association,
joint  venture or agency nor shall  either  party  have  power or  authority  to
obligate  or bind the  other  in any  manner  whatsoever,  except  as  expressly
provided  for herein and  neither  such party shall make any  representation  or
warranty on behalf or for the other party.

         No change,  modification,  amendment,  addition to this  license or any
part thereof  shall be valid unless in writing and signed by or on behalf of the
party to be charged therewith.

         This license  constitutes the entire agreement  between the parties and
supersedes all prior  understandings and agreements regarding the subject matter
hereof. Each of the parties  acknowledges and agrees that the other has not made
and is not making and in executing  this license  neither  party has relied upon
any representations,  promises or inducements except to the extent that the same
are expressly set forth in this license.

         If any clause,  paragraph,  sections or part of this  license  shall be
held or declared  to be void,  invalid or illegal for any reason by any court of
competent jurisdiction, such provision shall be ineffective but shall not in any
way  invalidate or affect any other clause,  paragraph,  section or part of this
license.

         This license shall be governed by and construed in accordance  with the
laws  of the  State  of  California  applicable  to  agreements  made  and to be
performed therein.

         IN WITNESS  WHEREOF,  the parties have caused this license to be signed
as of the date and year first above written,



Licensor:         HANSEN'S JUICES, INC.
by:               /s/ Gary Hansen, President
by:               /s/ Jeffrey Heavirland, Secretary



Licensee:         HANSEN'S JUICE CREATIONS, a LIMITED LIABILITY COMPANY
by:               /s/ Timothy Kane, President
by:               /s/ Harvey Laderman, Chairman


SCHEDULE A
Royalties:

         One percent (1%) of Net sales:


ROYALTY AGREEMENT

         This AGREEMENT  ("Agreement") made as of April 26, 1996, by and between
GARY  HANSEN,  ANTHONY  KANE and  BURTON  S.  ROSKY,  as  Trustees  (hereinafter
collectively  referred to as the "Trustees")  under that certain Trust Agreement
dated as of July 27, 1992 for the benefit of Hansen's Juices, Inc., a California
corporation  (hereinafter referred to as "HJI") as "Licensor" and HANSEN'S JUICE
CREATIONS, Limited Liability Company, as "Licensee."

         The Trustees have obtained by  assignment  the entire right,  title and
interest in and to the trademark which is registered in the United States Patent
and Trademark Office as set forth below,  including the goodwill of the business
in connection with which it is used and which is symbolized thereby:

Trademark:        Hansen's  (hereinafter referred to as the "Trademark.")

U.S. Trademark Registration Number:         1,258,780

         Licensee desires to use, and to obtain from Licensor the right, license
and  privilege  to  use,  the  Trademark   worldwide  in  conjunction  with  the
manufacture,  sale and  distribution  of fresh brewed  coffee,  coffee  flavored
drinks, coffee beans and/or ground coffee, food spreads, and baked goods (all of
such products are  hereinafter  sometimes  referred to collectively as "Licensed
Goods")
  and the  Licensor  is willing  to grant  such  license on the terms and
conditions set forth below.

         NOW, THEREFORE, in consideration of the mutual covenants of the parties
and for  other  good and  valuable  consideration,  receipt  of which is  hereby
acknowledged by the Licensor, the parties hereto agree as follows:

         1. License.  Licensor  grants to Licensee an exclusive  worldwide right
and license to use the Trademark,  under the state and federal law and under the
auspices and privileges provided by any registration covering said Trademark, on
the Licensed Goods. It is expressly agreed between the parties that the Licensor
retains the exclusive  right to use or license the use of the "Hansen's" mark in
connection with the  manufacture,  sale and/or  distribution of goods other than
the Licensed Goods.

         Licensee,  and any other entity  organized by. Licensee for the purpose
of  manufacturing,  selling,  and/or  distributing  the Licensed  Goods shall be
entitled to use the "Hansen's" name in its company name or any assumed or "doing
business" name;  provided,  however,  that Licensee's if its shares are publicly
traded on a  recognized  stock  market,  shall not be  entitled to use the words
"beverage(s)"  or "juice(s)" in conjunction with the "Hansen's" name in the name
of such publicly traded company.

         2. Term.  The term of this license  shall  commence upon receipt by the
Licensor of written notice from Licensee of Licensee's  election to commence the
manufacture,  sale and/or  distribution of any of the Licensed  Goods,  provided
that such notice  shall have been  received by the  Licensor  within three years
following the date hereof (The date of such notice is hereinafter referred to as
the "Effective Date").  The license granted hereby shall continue  thereafter in
perpetuity  unless (i)  terminated by Licensee  upon written  notice to Licensor
given not less than ninety (90) days prior to the end of any  "License  Year" or
(ii) terminated by the Licensor if, after making the election referred to above,
Licensee shall have failed to generate (a) a minimum of $500,000.00 of aggregate
"Net Sales" (as defined below)  following the Effective Date, or (b) if Licensee
shall have failed to generate a minimum of $500,000.00 of aggregate Net Sales of
Licensed  Goods  during  any  License  Year  thereafter.   Notwithstanding   the
foregoing,  however, if Licensee shall have failed to generate minimum aggregate
Net Sales for any  License  Year,  as required in the  preceding  sentence,  but
Licensee  shall  nonetheless  elect to pay to  Licensor  an amount  equal to the
"Royalties"  (as defined  below)  which would have been  payable to Licensor had
Licensee  generated the required  minimum  aggregate net sales of Licensed Goods
for such License Year, as provided above,  then Licensee shall be deemed to have
generated  the minimum  aggregate  Net Sales for such License  Years as required
hereunder and Licensor  shall have no right to terminate  this license by reason
of Licensee's  failure to generate  minimum  aggregate Net Sales in such License
Year.

         For purposes of this  License,  a "License  Year" shall mean the twelve
(12) month period  commencing on the Effective Date and each consecutive  twelve
(12) month thereafter.

3. Quality of Goods. Licensee agrees to maintain the quality of goods sold under
the Trademark  commensurate  with the business position of the parties involved.
Licensor  reserves the right,  upon reasonable  notice, to enter the premises of
Licensee and inspect the quality of goods manufactured,  sold and/or distributed
by Licensee  under the  Trademark  to insure  that the quality of said  Licensed
Goods is maintained.

         Licensee agrees to allow Licensor's  authorized  agents to inspect said
Licensed  Goods  manufactured,  sold and/or  distributed  by Licensee  under the
Trademark  at any time  desired by Licensor  upon  reasonable  notice and during
Licensee's regular business hours.

         In the event that Licensor  shall find that the quality of the Licensed
Goods has not been maintained by Licensee as required in this Paragraph 3 above,
Licensor shall notify Licensee in writing of any such  dissatisfaction  with the
quality of said Licensed Goods and Licensee shall have thirty (30) days in which
to  bring  the  quality  of  such  Licensed  Goods  up  to  a  level  reasonably
satisfactory  to Licensor.  If Licensor's  complaints  are such that a remedy or
cure cannot  reasonably be completed  within said thirty (30) day period,  -then
Licensee shall commence to cure such dissatisfaction within such thirty (30) day
period and shall  thereafter  diligently  and  continuously  take all reasonable
steps to effect such cure or remedy.  In the event that  Licensee  shall fail to
perform its  obligation to maintain the quality of any Licensed  Goods and shall
fail to cure such failure as hereinabove provided, Licensor shall have the right
to terminate or suspend Licensee's right to manufacture,  sell and/or distribute
such Licensed  Goods so long as the quality  thereof  shall be below  acceptable
standards, but nothing herein shall be deemed to terminate, suspend or otherwise
affect  Licensee's  continued right to manufacture,  sell and/or  distribute any
other  Licensed  Goods  which  shall be of a quality  which is  consistent  with
Licensee's obligations hereunder.

         4.  Ownership of the  Trademark.  The parties agree that Licensor shall
retain full ownership of all rights and title in and to said Trademark,  subject
only to the rights and license granted to Licensee  hereunder or under any other
license agreement between the parties.

         5. Use of Trademark.  Licensee shall,  upon request,  provide  Licensor
with  representative  samples of literature,  brochures,  signs and  advertising
materials  prepared by the Licensee  bearing the Trademark at least fifteen (15)
days prior to the first use  thereof If  Licensor  reasonably  finds any of said
material  objectionable,  notice of objection citing specifics shall be given to
Licensee  within eight (8) days after receipt of the  materials by Licensor.  If
the parties cannot resolve the objections among themselves,  the matter shall be
submitted  to  arbitration  pursuant  to  Paragraph  18  hereof.  When using the
Trademark  under this  Agreement,  Licensee shall use its best efforts to comply
substantially with all laws pertaining to trademarks in force at any time in any
country  in which  said  Licensed  Goods  are  sold.  This  provisions  includes
compliance  with  trademark  marking  requirements  of the country in which said
Licensed Goods are sold.

         6. Covenants of Licensor and Licensee.

                  6.1. for a period of three (3) years following the date hereof
                  and so long  there-after  as this license shall remain in full
                  force and effect the  Licensor  shall not use or grant  others
                  the  right  to use  the  Trademark  on or in  connection  with
                  Licensed Goods in any area of the world. If Licensee shall not
                  have served  written  notice  upon  Licensor of it election to
                  commence  the  manufacture,  sale and/or  distribution  of any
                  Licensed  Goods  within  three  (3) years  following  the date
                  hereof  or if this  License  shall be  terminated  at any time
                  following the Effective Date, Licensor may thereafter grant to
                  others  the right or  license  to use the  Trademark  on or in
                  connection  with  Licensed  Goods  in any  area of the  world;
                  provided,  however,  that if Licensor shall propose to grant a
                  license with  respect to the use of the  Trademark on Licensed
                  Goods to any third party as permitted  above,  Licensor  shall
                  first  offer  to grant a  license  upon  the  same  terms  and
                  conditions to Licensee, and Licensee shall have the night, for
                  a period of thirty (30) days  following  its receipt of notice
                  thereof,  to elect to enter into a new license  agreement with
                  Licensor upon such terms and conditions.

                  6.2  Licensor  agrees to maintain at its sole cost and expense
                  the federal registration of the Trademark in the United States
                  in  full  force  and  effect,  including  the  filing  of  any
                  renewals,   declarations   or   affidavits   of  use,  or,  if
                  appropriate,  to file new applications for registration.  Upon
                  written  request of the Licensee,  Licensor shall use its best
                  efforts to procure the  registration  of the  Trademark or any
                  other trademark  (including any label or logo) relating to the
                  Licensed Goods which incorporates or includes the Trademark in
                  any  jurisdiction  outside  of  the  United  States  in  which
                  Licensee  shall have given  written  notice to Licensor of its
                  bona fide intention to manufacture, sell and/or distribute the
                  Licensed Goods,  and shall maintain the same in full force and
                  effect, including the filing of any renewals,  declarations or
                  affidavits  of use;  provided,  however,  that alI  reasonable
                  costs  and   expenses   associated   with  any  such   foreign
                  registrations  or other  filings with respect to the Trademark
                  shall be advanced by the  Licensee for the account of Licensor
                  and  Licensee  shall  recoup such costs and  expenses  only by
                  offsetting or deducting the same from any royalties  which may
                  be payable by  Licensee  to Licensor on account of the sale of
                  any goods  bearing the  Trademark,  or any related  trademarks
                  licensed by  Licensor to Licensee  under this and/or any other
                  license   agreement  or  arrangement   between   Licensor  and
                  Licensee,  or from  any  other  monies  owing by  Licensee  to
                  Licensor hereunder or under any other arrangement or agreement
                  between the parties.  Without  limiting the  generality of the
                  foregoing,  Licensor  shall execute all  documents  reasonably
                  requested  by the  Licensee  for filing and  prosecuting  such
                  applications   for   registration  of  the  Trademark  in  any
                  jurisdiction throughout the world in which Licensee has a bona
                  fide  intention to  manufacture,  sell and/or  distribute  the
                  Licensed  Goods.  Licensor  shall  also give to  Licensee  all
                  assistance  Licensee  reasonably requires including the giving
                  of testimony  in any suit,  action or  proceeding  in order to
                  obtain, maintain and protect the Licensee's rights therein and
                  thereto.  If Licensor shall not so execute or deliver any such
                  instruments  after  reasonable  opportunity to do so, Licensee
                  shall have the right to do so in  Licensor's  name,  place and
                  stead  and   Licensee  is  hereby   irrevocably   appointed  a
                  Licensor's  attorney in fact for such purpose,  which power is
                  coupled with an interest.

                  6.3 The  Trust  will  take  all  steps  necessary  to  defend,
                  preserve and maintain all its rights in the Tradename.  If the
                  Trust  shall fail to comply  with the  foregoing  duties,  the
                  Company  may so  comply  in the  Trust's  name  to the  extent
                  permitted  by law and to the  extent  necessary  to  defend or
                  preserve such trademarks,  tradenames, service marks or logos.
                  If the Trust shall fail to comply with the foregoing duty, the
                  Company  may so  comply  in the  Trust's  name  to the  extent
                  permitted  by law  and  to the  extent  necessary  to  defend,
                  preserve,  and maintain the Tradename,  but all at the Trust's
                  expenses,  and the Trust shall promptly  reimburse the Company
                  in full for all expenses  incurred for the Trust in defending,
                  preserving and  maintaining  the Tradename.  In the event that
                  the Trust  Elects to  abandon  or  discontinue  the use of any
                  Tradename in any  territory,  the Company shall have the right
                  to  continue  the usage of said  Tradename  in such  abandoned
                  territory,  provided  that the  Company  pays  for all  costs,
                  expense,  and legal fees with respect to the  continued use of
                  said Tradename.

         7. Use of Confusingly  Similar Marks.  Licensee agrees not to adopt and
use, without Licensor's written consent,  any marks that are confusingly similar
to the Trademark, provided, however, that Licensee may adopt any trademark, logo
or label which includes or  incorporates  the Trademark in conjunction  With its
sale and distribution of Licensed Goods.

         8.  Royalties.  Licensee  shall pay to  Licensor  percentage  royalties
("Royalties")  based upon "Net Sales" of Licensed Goods sold by Licensee  during
each License Year at the percentage rages set forth on Schedule A annexed hereto
or at such other percentage rates as may be agreed between Licensor and Licensee
with  respect  to  specific  product  categories.  Royalties  shall  be  payable
quarterly  within forty five (45) days  following the end of each quarter during
the License Year.

         As used herein,  the term "Net Sales" shall mean (i) the invoice  price
charged  by  Licensee  on account of the sale of  Licensed  Goods to  customers,
sublicensees,  distributors or others,  less all credits and allowances  granted
for  returned or defective  goods,  by  customers  against  payment for Licensed
Goods; or (ii) all royalties actually received from sublicensees pursuant to any
sublicense  agreement  or  arrangement  with respect to the  manufacturer,  sale
and/or distribution of the Licensed Goods.

         9.  Royalty  Reports  and  Payments.  Licensee  agrees to make  written
reports and make royalty payments to Licensor quarterly during each License Year
of the term hereof with respect to any Royalties payable to Licensor as provided
in Paragraph 8 above.  Such written  reports  shall include an accounting of all
Net  Sales of  Licensed  Goods  during  the  preceding  quarter  and upon  which
Royalties are payable  hereunder.  Said reports shall accompany full payment for
the  Royalties  due for the  reporting  quarter.  Licensee also agrees to make a
written  report to Licensor  within forty five (45) days after any expiration or
termination  of this  license,  stating in such report an  accounting of all Net
Sales  upon  which  Royalties  are  payable  hereunder,  but  which  have not be
previously reported to or paid to Licensor.

         10.  Records.  Licensee  shall obtain and keep records  showing all Net
Sales of  Licensed  Goods  and any  Royalties  due  and/or  paid as set forth in
Paragraph 8 of this license in sufficient detail to enable the Royalties payable
to be determined and Licensee  agrees to permit such records to be examined from
time to time  upon  reasonable  notice to the  extent  necessary  to verify  the
reports  provided for hereunder.  Such  examination to be made at the expense of
Licensor  by any  auditor  appointed  by  Licensor  who shall be  acceptable  to
Licensee,  or, at the option and expense of Licensee by a certified  independent
public accountant appointed by Licensor and approved by Licensee, which approval
shall not be unreasonable withheld.

         Default and  Termination.  Licensor  shall have the right to  terminate
this  Agreement  by reason of a material  breach by  Licensee  of its duties and
obligations  hereunder  provided that such  material  breach shall not have been
remedied  or cured  within  thirty  (30) days  following  receipt by Licensee of
written notice thereof from Licensor,  of if Licensor's  complaint of a material
breach is such that remedy or cure cannot  reasonably  be completed  within said
thirty (30) day period, then Licensee shall have commenced to cure such material
breach Within such thirty (30) day period and shall  thereafter  have diligently
and continuously  taken all reasonable steps to effect such remedy or cure. Such
termination shall be without prejudice to any rights that Licensor may otherwise
have against Licensee for damages or otherwise.

         In the event of a breach or  threatened  breach by either  party of its
obligations under this license, each party acknowledges that the other party may
not have any adequate  remedy at law and may be entitled to seek such  equitable
and  injunctive  relief as may be available to restrain the other party from any
violation of the provisions  hereof The prevailing  party in any such proceeding
shall be  entitled  to  reimbursement  from  the  other  party  of any  expenses
(including,   without  limitation,   reasonable  attorney's  fees)  incurred  in
connection  with  such   proceeding.   Nothing  herein  shall  be  construed  as
prohibiting  either party from  pursuing any other  remedies  available for such
breach or threatened breach, including the recovery of damages.

         12. Effect of Termination or Expiration.  Upon and after the expiration
or termination of this license,  all rights granted to Licensee  hereunder shall
forthwith  revert to Licensor and Licensee shall refrain from any further use of
the Trademark on Licensed Goods pursuant to this  Agreement;  provided,  however
that  Licensee  may,  for a period of one  hundred  eighty  (180) days after the
expiration  and  termination  of this  license,  dispose of any  Licensed  Goods
remaining in the Licensee's  inventory or in process of manufactured at the date
of  termination of this license.  In any such event,  Licensee shall continue to
pay Royalties and furnish  statements  with respect to any Period  subsequent to
the  termination of this license in accordance with the terms of this license as
though the same were still in effect.

         13.  Infringement.  In the event that  either  party  shall learn or be
advised  that the  Trademark is being  infringed by a third party in  connection
with the sale of Licensed Goods or any other goods under  circumstances in which
there is created a  likelihood  of confusion  with the  Licensed  Goods or which
could diminish the value of the Trademark,  the party having  knowledge  thereof
shall promptly notify the other party of such infringement.  Licensor shall have
the night to commence an action for infringement,  to select counsel and control
the  prosecution  of such action  (except that Licensee  shall have the right to
participate with its own counsel, at its own cost and expense).  Should Licensor
commence any such action for  infringement,  Licensor  and Licensee  shall share
equally all damages recovered from that suit after Licensor's costs and expenses
of suit have been  recouped.  In the event that  Licensor does not desire to sue
for  infringement,  if shall so notify Licensee promptly that it does not desire
to sue, and Licensee shall thereafter have the right, but not the obligation, to
sue for infringement in its own name or in the name of the Licensor and Licensee
may retain all damages recovered therefrom.  The party bringing the infringement
suit shall be responsible  for all costs and expenses of the suit and shall have
the right to select counsel and control and  prosecution of such suit.  Licensee
and Licensor agree to cooperate in any such suit for infringement, at no expense
to the  other,  and  provide  any  needed  assistance  to the other  party.  The
foregoing  notwithstanding,  the parties may otherwise agree in writing to share
the costs of and recoveries from any such suit.

         14.  Indemnification.  Licensor  assumes no liability to Licensee or to
third parties which respect to the sale of Licensed  Goods by Licensee under the
Trademark,  and Licensee shall  indemnify  Licensor  against losses  incurred by
claims of third  parties  against  Licensor  involving  the sale by  Licensee of
Licensed  Goods  and  obtain  product  liability  insurance  in  the  amount  of
$1,000,000.00 naming Licensor as an insured party and excess liability insurance
in the amount of $5,000,000.00  applicable to product liability claims. Licensee
shall provide written notice to Licensor of said product liability insurance and
shall not cancel the same without  thirty (30) days  written  Notice to Licensor
prior to cancellation of the same.

         15.  Sublicenses.   Licensee  may  sublicense  and/or  subcontract  the
manufacture,  sale and/or  distribution  of Licensed  Goods,  provided  that any
sublicense  shall be consistent with this license.  However,  Licensee shall not
have the right to grant to third parties  licenses  relating to the Trademark on
any products other than Licensed Goods Without the express written permission of
Licensor,  except pursuant to any other license  agreement or other  arrangement
between the parties.

         16. Notices. Any notices or other communications  required or permitted
hereunder shall be sufficiently given if delivered  personally or three (3) days
after being sent by  registered or certified  mail,  return  receipt  requested,
postage prepaid, or transmitted by telecopy with oral confirmation, addressed as
follows or to such other  address of which the  parties  may be given  notice in
accordance with this paragraph:



         In the case of the Licensor: 
                                                       c/o Burton S. Rosky, Esq.
                                                   Rosky, Landau, Stahl & Sheehy
                                              8383 Wilshire Boulevard, Suite 528
                                                 Beverly Hills, California 90211
                                                        Telecopy: (213) 655-0412

         with a copy to:  
                                                          Gary Hansen, President
                                                           Hansen's Juices, Inc.
                                                             875 West 8th Street
                                                         Azusa, California 91702
                                                        Telecopy: (818) 812-6077

         In the case of the Licensee:  
                                                        Hansen's Juice Creations
                                          11777 San Vicente Boulevard, Suite 860
                                                   Los Angeles, California 90049
                                                        Telecopy: (310) 826-1252

         and to:          
                                                                 Harvey Laderman
                                          11777 San Vicente Boulevard, Suite 860
                                                   Los Angeles, California 90049
                                                        Telecopy: (310) 826-1252

         with a copy to:           
                                                           Roger H. Howard, Esq.
                                       Christensen, White, Miller, Fink, Jacobs,
                                                           Glaser & Shapiro, LLP
                                            2121 Avenue of the Stars, 18th Floor
                                              Los Angeles, California 90067-5010
                                                        Telecopy: (310) 556-2920

         17.  Assignability.  It is  mutually  understood  and agreed  that this
license  shall  inure  to the  benefit  of and be  binding  upon  Licensor,  its
successors and/or assigns, and on Licensee,  its successors and/or assigns. This
license and any of the rights or obligations created herein may be assigned,  in
whole or in part,  by  Licensee;  provided,  however,  that  without the written
consent  of the  Licensor  no such  assignment  shall be  permitted  to a direct
competitor of HJI which manufactures  and/or sells fresh juices and/or any other
Licensed  Goods (as defined in that  certain  Fresh  Juices-  License  Agreement
between  Licensor and HJI of even date hereof).  Without limiting the generality
of the foregoing, it is specifically agreed that any bank, financial institution
or other  lender or any  transferee  of any such entity may be  substituted  for
Licensee as a party to this license.

         18.   Arbitration.   The  parties  hereby   expressly  agree  that  any
controversy  or claim arising out of or relating to this license,  or the breach
thereof,  shall be settled by  arbitration  in  accordance  with the  Commercial
Arbitration  Rules of the American  Arbitration  Association  (the "AAA") in Los
Angeles,  California,  before three (3) arbitrators  selected from the panels of
arbitrators  of the AAA.  Any  arbitration  award  shall be  final  binding  and
conclusive upon the parties and judgment  rendered thereon may be entered in any
court having jurisdiction  thereof. The prevailing party in any such arbitration
shall be  entitled  to  reimbursement  from  the  other  party  of any  expenses
(including,  without  limitation,  reasonable  attorney's  fees) incurred in the
connection with such arbitration.

         19.  Miscellaneous.   Nothing  in  this  license  shall  be  deemed  to
constitute or create between  Licensor or Licensee a  partnership,  association,
joint  venture or agency nor shall  either  party  have  power or  authority  to
obligate  or bind the  other  in any  manner  whatsoever,  except  as  expressly
provided  for herein and  neither  such party shall make any  representation  or
warranty on behalf or for the other party.

         No change,  modification,  amendment,  addition to this  license or any
part thereof  shall be valid unless in writing and signed by or on behalf of the
party to be charged therewith.

         This license  constitutes the entire agreement  between the parties and
supersedes all prior  understandings and agreements regarding the subject matter
hereof. Each of the parties  acknowledges and agrees that the other has not made
and is not making and in executing  this license  neither  party has relied upon
any representations,  promises or inducements except to the extent that the same
are expressly set forth in this License.

         If any clause,  paragraph,  sections or part of this  license  shall be
held or declared  to be void,  invalid or illegal for any reason by any court of
competent jurisdiction, such provision shall be ineffective but shall not in any
way  invalidate or affect any other clause,  paragraph,  section or part of this
license.

         This license shall be governed by and construed in accordance  with the
laws  of the  State  of  California  applicable  to  agreements  made  and to be
performed therein.

         IN WITNESS  WHEREOF,  the parties have caused this license to be signed
as of the date and year first above written



Licensor:         HANSEN'S TRUST
By:               /s/ Gary Hansen, as Trustee
by:               /s/ Anthony Kane, as Trustee


By:               /s/Burton S. Rosky, as Trustee



Licensee:         HANSEN'S JUICE CREATIONS, a LIMITED LIABILITY COMPANY
By:               /s/ Timothy Kane, President
by:               /s/ Harvey Laderman, Chairman



SCHEDULE A
Royalties:

         One percent (1%) of Net sales:



Law Offices

ROSKY, LANDAU, STAHL & SHEEHY

8383 Wilshire Boulevard, Suite 828
Beverly Hills, California 90211



May 14, 1996


Hansen's Juice Creations
11777 San Vicente Boulevard Suite 860
Los Angeles, California 90049

RE: Royalty Agreements


Gentlemen:

         Enclosed  you will find the  executed  Operating  Agreement of Hansen's
Juice  Creations,  Limited  Liability  Company and the Royalty  Agreements  from
Hansen's  Juices,  Inc.  regarding  the fresh juice  royalties and from Hansen's
Trust regarding all other products to be sold by Hansen's Juice Creations.

         This  letter is to  specifically  set forth the  understanding  of both
Hansen's  Juices,  Inc. and Hansen's Trust regarding the Royalty  Agreements and
what  products  are  covered   therein  and  conditions  the  enclosed   Royalty
Agreements.

         I.  Regarding Hansen's Juices, Inc. it is the understanding of Hansen's
             Juices,  that all juice  products,  i.e.,  fresh  juice,  juices in
             bottles, drinks prepared as a fresh juice drink from bag in the box
             and any other juice  product  which is sold by  Hansen's  Creations
             will be covered  by the  Royalty  Agreement.  This is the case even
             though the Royalty Agreement  particularly sets forth the statement
             that the product is fresh juice and fresh juice product.

2.            That
 any and all other  products  sold by the Hansen's  Creations,
              i.e.,  coffee,  baked  goods,  spreads,  candy  bars,  any product
              purchased from any third party,  whether with the Hansen's name or
              not,  sold  through the  Hansen's  Creations or any store owned or
              operated by Hansen's  Creations and any other person will bear the
              one percent (1%) royalty to the Hansen's Trust.

         If this  truly  sets  forth our  understanding  of all of the  parties,
please  execute a copy of this letter and return it to this office.  Said letter
will become a part of the Royalty Agreements which are included herein.

Respectfully,

/s/ Burton S. Rosky
Rosky, Landau, Stahl & Sheehy


BSR/lyo
Enc.
cc:      Hansen's Juices, Inc.
         Christensen, White, Miller, Fink, Jacobs
            Glaser & Shapiro, LAP



IT IS HEREBY AGREE TO AS SET FORTH ABOVE.

Dated:                              , 1996                    Timothy Kane
Dated:                              , 1996                    Harvey Laderman




AMENDMENT TO ROYALTY AGREEMENT
dated April 26, 1997

THE ROYALTY  AGREEMENT  dated April 26, 1996,  by and between  Hansen's  Juices,
Inc., a California corporation as "LICENSOR" and Hansen's Juice Creations,  LLC,
as "LICENSEE" is hereby amended to provide that notwithstanding  anything to the
contrary in the Royalty Agreement dated April 26, 1996:

                  1. Notwithstanding anything in this Amendment to the contrary,
         Licensor  shall be permitted  to continue to sell  without  restriction
         pre-bottled  juices.  Further,  Licensor  shall  have the right to sell
         non-bottled  fresh or frozen fruit,  fresh juices  ("fresh juice" shall
         have the same  meaning  as defined in  Paragraph  10.02 of the  annexed
         Agreement of Purchase and Sale of Membership Interest) and smoothies to
         any entity so long as  Licensor  does not have  reason to know that the
         purchaser of such product(s) intends to use such product(s) in a Taylor
         machine or similar machine.

                  2. LICENSEE shall have the exclusive right to supply:

a.                             any and all non pre-bottled juices or juice based
                               drinks  that are  sold  under  the  "Hansen's(R)"
                               Tradename or  designation  whereby such juices or
                               juice-based   drinks  are  supplied  in  bulk  or
                               blended  on-site and are  dispensed  into cups or
                               containers,  rather  than  the  sale
  of  bottled
                               drinks  that  are   pre-bottled   at   LICENSOR'S
                               facility; and

b.                             any and all  fresh or frozen  fruit,  non-bottled
                               fresh  or  frozen  juices,   juice   ingredients,
                               smoothies  or  any   non-bottle'  or  pre-bottled
                               custom-blended juice-based product sold under the
                               Hansen's  tradename or any other tradename to the
                               extent that said  product or products are for use
                               in a Taylor machine or similar machine.


         3.  LICENSEE  shall  purchase  all  of  its  requirements  for  juices,
             smoothies and purees, and all ingredients thereof, from LICENSOR to
             the extent such  products are intended for use in a Taylor  machine
             or  similar  machine.  Such  purchases  shall be made on terms  and
             conditions which are no less favorable to LICENSEE (including as to
             price,  quality and payment  terms) than the most  favorable  terms
             available  to an  independent  third party.  In addition,  LICENSOR
             agrees  to  sell  all  such  products  that  LICENSEE  may  need in
             accordance  with the terms  described  in this  section;  provided,
             however,  that  LICENSOR  shall  have no  obligation  to develop or
             create new products for LICENSEE.

IN WITNESS  WHEREOF.  the parties hereto have executed this Agreement as of this
9th day of May 1997.

                   The Fresh Juice Company of California, a Delaware corporation
                             By: /s/ Jeff Heavirland
                              Name: Jeff Heavirland
                                                                 Title: PRES/CEO



                            Hansen's Juice Creations, Limited Liability Company,
                                          a California limited liability company
                             By: /s/ Harvey Laderman
                                                            Chairman and Manager




ASSIGNMENT OF LICENSE AGREEMENTS

THIS ASSIGNMENT OF LICENSE AGREEMENTS (this "Assignment") is made as of February
___, 1999, by HANSEN'S JUICE  CREATIONS,  LLC, a California,  limited  liability
company  ("Assignor"),  to FRESH SMOOTHIE,  LLC, a California  limited liability
company ("Assignee").

RECITALS

         A.  Pursuant  to the  tems  and  conditions  of  that  certain  Royalty
Agreement, dated April 26, 1996. attached hereto as Exhibit "A" and incorporated
herein by this reference (the "Trust Royalty Agreement"),  Gary Hansen,  Anthony
Kane and Burton S. Rosky,  collectively  as Trustees  under that  certain  Trust
Agreement dated as of July 27, 1992, for the benefit of Hansen's  Juices,  Inc.,
("HJI"),  granted to Assignor an  exclusive  worldwide  right and license to use
that certain "Hansen's"  trademark,  which is registered as Registration  Number
1,258,780 in the United States Patent and Trademark Office (the "Trademark'), on
or in connection  with the  manufacture,  sale and  distribution of fresh brewed
coffee,  coffee flavored drinks, coffee beans and/or ground coffee, food spreads
and baked goods.

         B.  Pursuant  to the  terms  and  conditions  of that  certain  Royalty
Agreement, dated April 26, 1996, attached hereto as Exhibit "B" and incorporated
herein by this reference (the
 "'HJI Royalty Agreement"), HJI granted to Assignor
an  exclusive  worldwide  right  and  license  to  use  the  Trademark  on or in
connection with the manufacture,  sale and  distribution of fresh juices,  fresh
juice products, and other products as described in the HJI Royalty Agreement.

         C. The HJI Royalty  Agreement was amended by that certain  Amendment to
Royalty  Agreement,  dated  May 9,  1997,  attached  hereto as  Exhibit  "C" and
incorporated herein by this reference.

         D. The HJI  Royalty  Agreement  and the Trust  Royalty  Agreement  were
amended by that certain letter agreement, dated May 14, 1996, attached hereto as
Exhibit "D" and incorporated herein by this reference. As used hereinafter,  the
HJI Royalty Agreement,  as amended, and the Trust Royalty Agreement, as amended,
shall collectively be referred to as the "Royalty Agreements."

         E. Assignor is a party to that certain Operating Agreement of Assignee,
of even date  herewith  (the  "Operating  Agreement"),  and  Assignor  wishes to
contribute Its rights under the Royalty  Agreements to Assignee in exchange for,
among other things, a membership interest in Assignee.

         F. In furtherance of Assignor's contribution to the capital of Assignee
described  above,  Assignor desires and has agreed to transfer all of its right,
title and interest in and to the Royalty  Agreements  to Assignee,  and Assignee
desires  and has  agreed to assume all of the  obligations  and  liabilities  of
Assignor with respect to the Royalty Agreement, upon the terms and conditions as
set forth hereinafter.

         In  consideration  of the  foregoing  and of the mutual  covenants  and
agreements contained herein, and for other valuable  consideration,  the receipt
and  sufficiency of which is hereby  acknowledged,  Assignor and Assignee hereby
agree as follows:

         1.  Assignment.  Assignor  hereby assigns to Assignee all of Assignor's
right, title and interest in and to the Royalty Agreements,  including,  but not
limited to, Assignor's  duties,  obligations and liabilities  required under the
Royalty Agreements.

         2.  Assumption.  Assignee hereby assumes  Assignor's  right,  title and
interest in and to the Royalty  Agreements.  Assignee  hereby  further agrees to
assume and perform all of Assignor's duties, obligations and liabilities created
under the Royalty Agreements that accrue following the date of this Assignment.

         3.       Consideration.

         4.       Royalty Payments

         Notwithstanding  anything to the contrary  contained in this Agreement,
it is understood  and agreed that in order to accelerate the receipt by Assignor
of the Royalty Payments,  Assignor shall continue to exclusively market and sell
products  pursuant to the "bag in the box" program until such time that Assignor
has received payment in full of the Royalty Payments,  provided,  however, it is
understood  and agreed  that the "net sales  proceeds"  (as  defined  hereafter)
received by Assignor from  Assignor's sale of "bag in the box" products shall be
credited and offset  against the Royalty  Payments.  Upon receipt by Assignor of
payment in full of the Royalty Payments,  then Assignee shall have the exclusive
right  to  market  and  sell  "bag in the box  products.  The  term  "net  sales
proceeds," as used  hereinabove  shall mean the gross sales price of all "bag In
the box"  products  sold by  Assignor,  less  Assignor's  direct  costs for such
products  and the One  Percent  (1%)  royalty  fee due to Fresh  Juice  Company.
Assignor  shall submit to Assignee,  on a monthly  basis,  an itemized  schedule
setting  forth  all "bag in the box" net  sales  proceeds  (including  the gross
amount of such sales, the purchasers names,  itemization of direct costs,  etc),
and such other back-up documentation as requested by Assignee.

         5. Representations and Warrantees of Assignor.  Assignor represents and
warrants to  Assignee  that the  statements  contained  in this  Paragraph 5 are
correct and complete as of the date of this Assignment.

         a.  Authorization  of  Transaction.  Assignor  has the full  power  and
authority to enter into this Assignment,  Without limiting the generality of the
foregoing,  the members of Assignor has duty authorized the execution,  delivery
and performance of this Assignment by Assignor, which authorization is set forth
in Schedule 1, attached hereto and incorporated  herein by this reference.  This
Assignment  constitutes  the valid and legally  binding  obligation of Assignor,
enforceable in accordance with its terms and conditions.

         b. Compliance with Royalty  Agreements.  Assignor is in full compliance
with all aspects of the Royalty  Agreements.  The  execution and the delivery of
this  Assignment  does not conflict  with,  result in a breach of,  constitute a
default under,  terminate,  modify,  or cancel,  or require any notice under the
Royalty Agreements.

         c.   Consents.   Assignor   has  obtained   all   necessary   consents,
authorizations,   approvals  and  orders,   and  has  made  all   registrations,
qualifications, designations, declarations or filings with all federal, state or
other  relevant  governmental  authorities  required  on the part of Assignor in
connection with the consummation of this Assignment.

         d. Noncontravention. The execution and delivery of this Assignment does
not violate any constitution, statute, regulations, rule, injunction, judgement,
order,   decree  ruling,   charge  or  other   restriction  of  any  government,
governmental  agency,  or court to which Assignor is subject or any provision of
Assignor's Operating Agreement.

         e.  Liabilities.  Assignor does not have any liabilities or obligations
(and  there is no basis for any  present  or future  action,  suit,  proceeding,
hearing,  investigation,  charge,  complaint,  claim, or demand against Assignor
giving rise to any liabilities or  obligations),  except for the liabilities and
obligations  expressly set forth in Schedule 2, attached hereto and incorporated
herein by this reference.  Except as set forth In Schedule 2, there are no liens
or security  interest on or related to any of Assignor's  property,  which liens
and  security  interests  shall be released on or before the  execution  of this
Assignment by Assignor.

         f. Legal  Compliance.  Assignor bas complied with all  applicablc  laws
(including rules,  regulations,  codes, plans, injunctions,  judgments,  orders,
decrees,  rulings, and charges thereunder) of federal,  state, local and foreign
governments (and all agencies thereof, and no action, suit, proceeding, hearing,
investigation,  charge,  complaint,  claim,  demand, or notice has been filed or
commenced against Assignor alleging any failure to so comply.

         g. Taxes.  Assignor  has filed all tax  returns  that it is required to
file. All such tax returns were correct and complete in all respects.  Except as
provided in Schedule 3,  Assignor has no tax  liabilities  and all taxes owed by
Assignor  (whether or not shown on any tax return) have been paid. To Assignor's
knowledge,  there are no tax liens or  security  interests  on or related to the
Trademark or the Royalty  Agreements in  connection  with any failure to pay any
taxes by Assignor,

         h.  Trademark.  Assignor  has the right to use the  Trademark  on or in
connection with the manufacturer,  sale and distribution of fresh juices,  fresh
juice  products,  fresh brewed coffee,  coffee  flavored  drinks,  coffee beans,
ground  coffee,  food  spreads,  and  baked  goods,   pursuant  to  the  Royalty
Agreements.  The  Trademark  shall be available for use by Assignee on identical
terms and conditions pursuant to the Royalty Agreements  immediately  subsequent
to this  Assignment.  Assignor has taken all necessary and desirable  actions to
maintain  and  protect  the  Trademark  granted by the  Royalty  Agreements.  To
Assignor's  knowledge,  there are no hens of security interests on or related to
the Trademark. Assignor bas not transferred any other rights, title or interests
in the Trademark or the Royalty Agreements.  To Assignor's  knowledge,  Assignor
has not interfered with, infringed-upon, misappropriated, or otherwise come into
conflict with, any rights of third parties with respect to the Trademark.

         i. Royalty Agreements. Assignor has delivered to Assignee a correct and
complete copy of the Royalty Agreements,  as amended,  which are attached hereto
its Exhibits "A" through "D". To Assignor's knowledge, and except for the claims
asserted by  Hansen's  Beverage  Company  and Rodney C. Sacks,  a Trustee of the
Hansen's  Trust,  Pursuant  to that  certain  Demand  for  Arbitration  with the
American  Arbitration  Association,  dated  October 30,  1998,  against (a) Gary
Hansen,  Anthony  Kane and Burton  Rosky,  collectively  as Trustees  under that
certain Trust Agreement dated July 27. 1992 for the benefit of HJI, (b) Hansen's
Juice Creations, LLC, and (iii) The Fresh Juice Company of California, Inc.:

                  (i)  The  Royalty  Agreements  are  legal,   valid,   binding,
enforceable,  and in full force and  effect;  (ii) The Royalty  Agreements  will
continue to be legal, valid, binding,  enforceable, and in full force and effect
on identical
                           terms following the consummation of this Assignment;
(iii)                      No party is in  breach or  default,  and no event has
                           occurred  which  with  notice or lapse of time  would
                           cause  to  be  a  breach   or   default,   or  permit
                           termination   or   modification   under  the  Royalty
                           Agreements;
(iv) No party has repudiated any provision of the Royalty Agreements; and (v) No
party has a lien or security interest against the Royalty Agreements.

         j. Solvency of Assignor.  Assignor is not  "insolvent" (as that term is
defined in I I U.S.C.  ss. 101 (32)) or the subject of an insolvency  proceeding
(including,  without limitation,  an assignment for the benefit of creditors,  a
voluntary  or  involuntary  bankruptcy  proceeding,  or  the  appointment  of  a
receiver,  trustee or other custodian for Assignor's  assets),  and neither this
Assignment  or  the  Security  Agreement  (as  described  below)  constitutes  a
"fraudulent transfer" (as defined in Title I I of the United States Coda and the
California Uniform Fraudulent  Transfer Act,  California Civil Code Section 3439
et seq.) or will have the  effect  of  hindering,  delaying  or  defrauding  any
creditors of Assignor.

         k. Insurance.  Assignor has in full force and affect insurance policies
with coverage in sufficient  amounts with respect to any liabilities  created by
its use of the  Trademarks,  the  sale of  products  and  such  other  insurance
coverage as is customary in businesses like Assignor's business.

         6.   Survival   of   Representations   and   Warranties.   All  of  the
representations  and warranties  contained in this Assignment  shall survive the
execution  of this  Assignment  and shall  Continue  in fall  force  and  effect
thereafter (subject to any applicable statutes of limitations).

         7. Indemnity.

         a. In the event  Assignor  breaches  (or in the  event any third  party
alleges  facts  that) if true,  would mean  Assignor  has  breached)  any of its
representations and warranties  contained herein, then Assignor hereby agrees to
indemnify  and hold  harmless  Assignee  from and  against,  any and all  costs,
expenses,  judgements,  liabilities,  damages and losses of any type  (including
reasonable attorneys fees and costs) that Assignee may suffer as a result of any
claim, demands, costs or judgements resulting from, arising out of, relating to,
in the nature of, or caused by the breach (or of the alleged breach) by Assignor
of its representations and warranties set forth in Paragraph 5 above.

         b. In the event  Assignor  shall be  obligated  to  indemnify  Assignee
pursuant to Paragraph  7(a) above,  then Assignee shall deliver a written demand
to Assignor describing the costs, expenses, judgments,  liabilities, damages and
losses suffered by Assignee,  including the amount of the indemnification sought
by Assignee (the "Indemnification  Demand").  Assignor shall respond to Assignee
within  ten (10)  business  days after  Assignor  receives  the  Indemnification
Demand,  which response shall state Assignor's  election pay Assignee the amount
of the indemnity  sought.  If Assignor  elects not to pay Assignee the amount of
the indemnity,  or does not respond to the Indemnification Demand, then Assignee
shall be  entitled to  exercise  all of its rights and  remedies as act forth in
that certain  Security  Agreement,  of even date  herewith,  attached  hereto as
Exhibit  "E" and  incorporated  herein  by this  reference,  including,  but not
limited  to the right  offset  the  amount of the  indemnification  against  any
Royalty Payments, Cash Payments and Assignor's membership interest in Assignee.

         c. If any third party shall notify  Assignor with respect to any matter
("Third Party Claim") which may give rise to a claim for indemnification against
Assignor under this Paragraph 7, then Assignor shall promptly notify Assignee in
writing of such Third Party Claim.  Assignee  shall have the right to assume and
thereafter  conduct  the  defame  of any  Third  Party  Claim  with  counsel  of
Assignee's  choice,  unless and until Assignee  assumes the defense of the Third
Party  Claim,  Assignor  shall  defend  the Third  Party  Claim in a  reasonably
appropriate  manner. In no event shall Assignor or Assignee consent to the entry
of judgement or enter into any settlement  with respect to the Third Party Claim
without the prior written  consent of the other party. If Assignee shall pay any
amounts In  connection  with the Third Party Claim,  including  attorneys  fees,
Assignee  shall  have the  right to seek  indemnification  for all such  amounts
expended by Assignee, in the manner provided by Paragraph 7(b) above,

         8. Miscellaneous.

         a. Entire Agreement.  This Assignment (including the documents referred
to herein)  constitutes the entire agreement between Assignor and Assignee,  and
supersedes  any  prior  understandings,  agreements,  or  representations  by or
between  Assignor and Assignee,  written or oral, to the extent that are related
in any way to the subject matter hereof.

         b. No Third Party  Beneficiaries.  This Assignment shall not confer any
rights or remedies upon any party other than  Assignor and  Assignee,  and their
respective successors and assigns.

         c. Successors and Assigns.  This  Assignment  shall be binding upon and
inure to the benefit of and be  enforceable  by the  respective  successors  and
assigns of the panics hereto.

         d.  Counterparts.  This  Assignment  may be  executed  in  one or  more
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together shall constitute one and the same instrument.

         e.  Headings.  The section  headings  contained in this  Assignment are
inserted  for  convenience  only and shall not in any way affect the  meaning or
interpretation of this Assignment.

         f.  Notices.  All  notices,   requests,   demands,  claims,  and  other
communications hereunder shall be in writing, Any notice, request, demand, claim
or other  communication  hereunder  shall be deemed  duly given if it is sent by
registered or certified mail,  return receipt  requested,  postage prepaid,  and
addressed to the intended recipient as set forth below:

         If to Assignor.                    Hansen's Juice Creations, LLC
                                            468 North Camden Drive
                                            Beverly Hills, California 90211
                 Attention: Harvey R. Laderman, Managing Member

         If to Assignee:                    Fresh Smoothie, LLC
                                            17064 Mooncrest Drive
                                            Encino, California 91436
                                        Attention: Barry Lublin, Managing Member

         Any party hereto may send any notice, request,  demand, claim, or other
communication hereunder to the intended recipient at the address set forth above
using any other means (including personal delivery, expedited courier, messenger
service,  telecopy,  telex,  ordinary-mail,  or  electronic  mail),  but no such
notice,  request,  demand, claim or other communications shall be deemed to have
been duly  given  unless  and until it  actually  is  received  by the  intended
recipient.  Either  party  hereto  may  change  the  address  to which  notices,
requests,  demands,  claims,  and  other  communications  hereunder  are  to  be
delivered by giving the other party notice in the manner herein set forth.

         g. Governing Law. This Assignment shall be governed by and construed in
accordance with the laws of the State of California without giving effect to any
choice or conflict of law,  position or rule that would cause the application of
the laws in any jurisdiction other than the State of California.

         h.  Amendments  and  Waivers.  No  amendment  of any  provision of this
Assignment shall be valid unless the same shall be in writing and signed by both
Assignor   and   Assignee.   No  waiver  by   either   party  of  any   default,
misrepresentation,   or  breach  of  warranty  or  covenant  hereunder,  whether
intentional or not shall be deemed to extend to any prior or subsequent default,
misrepresentation  or breach of warranty or covenant  hereunder or effect in any
way any rights arising by virtue of any prior or subsequent such occurrence.

i.                Severability . Any term or provision of this  Assignment  that
                  is  invalid  or   unenforceable   in  any   situation  in  any
                  jurisdiction  shall not affect the validity or  enforceability
                  of the remaining  terms and provisions  hereof or the validity
                  or  enforceability  of the offending  term or provision in any
                  other situation or in my other jurisdiction.

         j. Time of Essence. Time is of the essence in this Assignment.

         k. Arbitration.  ANY DISPUTE OR CONTROVERSY  ARISING OUT OF OR RELATING
TO THIS  AGREEMENT,  INCLUDING  BUT NOT LIMITED TO ANY CLAIMS  UNDER  FEDERAL OR
STATE  SECURITIES  LAWS,  SHALL BE  SUBJECT  EXCLUSIVELY  TO FINAL  AND  BINDING
ARBITRATION BEFORE A SINGLE NEUTRAL ARBITRATOR IN LOS ANGELES,  CALIFORNIA UNDER
THE THEN APPLICABLE RULES OF THE AMERICAN  ARBITRATION  ASSOCIATION ("AAA"). THE
PROVISIONS  OF  SECTION  1283.05  OF THE  CALIFORNIA  CODE  OF  CIVIL  PROCEDURE
PERMITTING   DISCOVERY  IN  ARBITRATIONS  ARE  HEREBY   INCORPORATED  HEREIN  BY
REFERENCE, PROVIDED THAT EACH SIDE OF THE ARBITRATION SHALL BE PERMITTED TO TAKE
NO MORE THAN TWO  DEPOSITIONS  FOR DISCOVERY.  EACH PARTY SHALL PAY ITS SHARE OF
THE  FEES  AND  COSTS  OF  THE  AAA  AND  FOR  THE  ARBITRATOR,  SUBJECT  TO THE
ARBITRATOR'S RIGHT TO REALLOCATE SAME IN FAVOR OF THE PREVAILING PARTY, PROVIDED
THAT THE AAA  SHALL  BE  EMPOWERED  AND  DIRECTED  TO ENTER AN AWARD BY  DEFAULT
AGAINST ANY PARTY WHO  DECLINESTO PAY WHEN REQUIRED BY THE AAA ITS SHARE OF SUCH
FEES AND COSTS.

         l.  Attorneys'  Fees.  In the  event a  dispute  should  arise  between
Assignor or Assignee under this Assignment, the prevailing party in such dispute
shall be entitled to recover from the other party all reasonable fees, costs and
expenses including without limitation, reasonable attorneys' fees and expenses.

         m. Incorporation of Exhibits and Schedules.  The Exhibits and Schedules
identified in this  Assignment are  incorporated  herein by reference and made a
part hereof.

         IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment
by their duly authorized officers as of the date first written above.

ASSIGNOR:                           HANSEN'S JUICE CREATIONS, LLC,
                                    a. California limited liability company
                                    By:  /s/Harvey Laderman
                                    Title: Managing Partner

ASSIGNEE:                           FRESH SMOOTHIE, LLC,
                                    a California limited liability company
                                    By: /s/Barry Lublin
                                    Title: Managing Partner


WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.


<TABLE> <S> <C>

Exhibit 27                Financial Data Schedule
<ARTICLE>                     5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED STATEMENTS OF INCOME
FOUND ON PAGES 3 AND 4 OF THE COMPANY'S FORM 10Q FOR THE PERIOD
PRESENTED, AND IS QUALIFIED IN ITS ENTIRETY BY REFRENCE TO SUCH
FINANCIAL STATEMENT.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              DEC-31-1999
<PERIOD-START>                                 JUL-01-1999
<PERIOD-END>                                   SEP-30-1999
<CASH>                                         2,825,772
<SECURITIES>                                   0
<RECEIVABLES>                                  7,055,837
<ALLOWANCES>                                   2,634,155
<INVENTORY>                                    7,826,073
<CURRENT-ASSETS>                               15,663,596
<PP&E>                                         1,535,139
<DEPRECIATION>                                 943,970
<TOTAL-ASSETS>                                 27,637,167
<CURRENT-LIABILITIES>                          8,385,005
<BONDS>                                        0
<PREFERRED-MANDATORY>                          0
<PREFERRED>                                    0
<COMMON>                                       50,010
<OTHER-SE>                                     17,678,849
<TOTAL-LIABILITY-AND-EQUITY>                   27,637,167
<SALES>                                        20,491,265
<TOTAL-REVENUES>                               20,532,023
<CGS>                                          11,060,928
<TOTAL-COSTS>                                  7,197,976
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             34,651
<INCOME-PRETAX>                                2,238,468
<INCOME-TAX>                                   901,700
<INCOME-CONTINUING>                            1,336,768
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   1,336,768
<EPS-BASIC>                                  .13
<EPS-DILUTED>                                  .13
        


</TABLE>