NORTH AMERICAN COFFEE PARTNERSHIP DISTRIBUTION AGREEMENT

(a)

“ Case ” means a raw case of the Product, regardless of the quantity and package size of the Product contained in such case, as determined by Partnership from time to time.

(b)

“ Packages ” means all packages and/or containers of the Products that the Partnership in its discretion manufactures and/or authorizes third parties to manufacture for distribution during the Term.

(c)

“ Proprietary Marks ” means the Trademarks and the Trade Dress.

(d)

“ Territory ” means the geographic area described in the Distributor’s Master Bottling Agreement for the bottling of regular Pepsi-Cola dated March 29, 1999 (“Master Bottling Agreement”), as such territory may be amended or modified from time to time, provided, however, that the Territory shall exclude all retail coffee outlets owned, controlled or managed by Starbucks Corporation or its subsidiaries or affiliates.

(e)

“ Trade Dress ” means all packaging designs, graphics, layout, coloration, and configurations, and all of the foregoing in relation to each other, used in connection with the Products or developed for use in connection with the Products, either prior to the execution of this Agreement or while this Agreement is in effect.

(f)

“ Trademarks ” means those trademarks set forth in Exhibit B hereto, as may be amended from time to time.

2.

Authorization . Subject to Partnership’s rights or retained authority as herein described and on the terms and conditions herein contained, Partnership hereby grants to Distributor the exclusive right, for and only in the Territory, to sell and distribute, but not to produce, the Products in the Packages. No right, license or authority is granted herein for Distributor to manufacture or produce the Products anywhere, nor to distribute or sell the Products, directly or indirectly, outside the Territory, nor to sell or distribute the Products to any party for ultimate resale to consumers outside the Territory.

In no way shall the addition of ready- to-drink non-carbonated coffee-free dairy based strawberry blend beverage identified on Exhibit A hereto be misinterpreted so as to include any other coffee-free beverage under the definition of Products, now or in the future, except as may otherwise be provided in a separate amendment to be entered into by the parties.

3.

Term . This Agreement shall commence as of the date set forth above and shall continue until September 6, 2069, unless it is earlier terminated pursuant to the provisions of this Agreement. If the Trademark License Agreement between Starbucks and the Partnership is extended beyond September 6, 2069, and if this Agreement remains in fun force and effect until such date, the term of this Agreement will be automatically extended on the same terms and conditions for a period equal to the extension of the Trademark License Agreement.

This Agreement shall automatically terminate without the necessity of any further action on the part of the Partnership or the Distributor upon termination of the Distributor’s Master Bottling Agreement or upon termination at any time of the Trademark License Agreement between Starbucks and the Partnership. In the event that the Partnership, in its absolute and unqualified discretion, should decide to discontinue the manufacture, sale and distribution of the Products, the Partnership may, upon six (6) months prior written notice to the Distributor, terminate this Agreement, and from and after the termination date as specified in said notice, this Agreement shall be void and of no further force and effect, without any liability by either party to the other arising out of such termination.

4.

Sale and Purchase of Products . Distributor shall purchase all of its requirements for the Products from Partnership or from parties identified in writing by Partnership as Partnership’s authorized sellers of the Products. The Products will be sold by Partnership to Distributor at the prices and in accordance with the terms of shipment determined by Partnership from time to time.

The terms of payment for all sales of the Products to Distributor shall be net thirty (30) days after the date of invoice, provided, however, that payment may be required prior to shipment if Partnership deems itself insecure in respect of Distributor’s ability to pay for the Products ordered. All sums due or payable by Distributor to Partnership shall be paid on or before the due date without any reduction or diminishment on account of claims, set-offs, counterclaims or the like.

Distributor shall pay all fees, excise, use, sales, or other taxes that may be due or imposed upon the sale of the Products by Partnership to Distributor or otherwise in connection with Distributor’s performance of this Agreement.

Partnership will use commercially reasonable efforts to ship all orders placed by the Distributor for the Products on the shipment date(s) requested. If, however, at the time of Partnership’s receipt of Distributor’s order, Partnership is unable to meet the requested shipment date (s) due to a backlog of previously accepted but unfilled or incomplete orders or due to any other circumstance beyond the reasonable control of Partnership, then Partnership may choose not to accept such order for the requested shipment date by so notifying Distributor and providing an alternative shipment date.

5.

Agreement by Distributor .