ON-PREMISE DISTRIBUTION COORDINATION AGREEMENT

ON-PREMISE DISTRIBUTION COORDINATION AGREEMENT

This ON-PREMISE DISTRIBUTION COORDINATION AGREEMENT (this “Agreement”) is entered into as of February 8 , 2007 (the “Effective Date”), between HANSEN BEVERAGE COMPANY, a Delaware corporation (“Hansen”), and ANHEUSER-BUSCH, INCORPORATED, a Missouri Corporation (“AB”).

RECITALS

2.            AB has an extensive network of distributors for sales of beverages in the United States of America including the District of Columbia (“U.S.”). Each such distributor that is a party to an Anheuser-Busch, Inc. Wholesaler Equity Agreement (as it may be amended, restated, and/or replaced from time to time, in each case an “AB Equity Agreement”) is referred to herein as an “AB Distributor” and some or all of such distributors are collectively referred to as the “AB Distributors.”

3.            AB has employees (the “AB Sales Force”) who are collectively dedicated to marketing, promoting, selling and merchandising products to accounts which sell alcohol beverages for on-premise consumption pursuant to licenses granted by applicable governmental authority (the “On-Premise Accounts”). It is the intention of AB and Hansen that in the event a customer or account is licensed or otherwise sells Products (as defined below) for both on-premise and off-premise consumption at one location (e.g., a hotel with a nightclub and a convenience store), this Agreement will apply only to the On-Premise Account/s at such location.

4.            Subject to the terms of this Agreement, Hansen desires to enter into distribution agreements for specific territories, substantially in the form of attached Exhibit A (the “On-Premise Distribution Agreement/s”), with certain AB Distributors for the distribution and sale to On-Premise Accounts only of the Products (as defined below) and AB is willing to assist with those efforts as specified in Sections 1 and 2 below. The “Products” collectively mean each of the specific brands of non-alcoholic energy drinks, in ready to drink form, that are packaged in 8.3 ounce cans and such other packages and sizes as may be listed on attached Exhibit B (as may be amended in writing by Hansen and AB from time to time).

5.            Subject to the terms of this Agreement, Hansen desires to assign to AB, and AB desires to accept, primary responsibility for the marketing, promotion, merchandising and sales of the Products to On-Premise Accounts only and managing and coordinating the promotional, marketing, sales, merchandising and distribution activities and efforts of the AB/Hansen Distributors (as defined in Section 2.8 below) in respect of the Products to On-Premise Accounts only, throughout the AB Territory (as defined in Section 2.8 below) through the use of the AB Sales Force and the AB/Hansen Distributors (collectively, the “Management Activities”).

6.            In exchange for AB providing the benefits set forth in this Agreement, Hansen shall pay AB a fee based on the volume of Products purchased by such AB/Hansen Distributors from Hansen, but calculated only with respect to those of the Products that are sold by such AB/Hansen Distributors to On-Premise Accounts within the AB Territory.

Now, therefore, the parties agree as follows:

AGREEMENT

1.             Engagement . Hansen hereby engages AB, and AB accepts such engagement to generally facilitate and assist the on-going relationship between Hansen and the AB Distributors contemplated by this Agreement. AB also agrees to (a) use its best efforts to facilitate and assist Hansen in regard to its evaluation of Proposed Distributors (defined below) pursuant to the terms of Section 2.4 below, (b) use its best efforts to recommend to, encourage, facilitate and assist all AB Distributors accepted by Hansen pursuant to the terms of Section 2.5 below to enter into On-Premise Distribution Agreement/s with Hansen for the sale of Products to On-Premise Accounts only in such territories as may be designated by Hansen and agreed to between Hansen and such AB Distributors in accordance with the procedures set forth in Section 2 below, (c) assume primary responsibility for, execute and perform the Management Activities, (d) prepare, manage and implement the Annual Business Plans and Annual Marketing Plans (each as defined below) for the Products for each calendar year, and (f) use its best efforts to cause each AB Distributor to diligently market, promote, merchandise and sell the Products to all On-Premise Accounts serviced by that AB Distributor throughout its assigned territory, and such additional On-Premise Accounts within the assigned territory that are now or may in the future be appropriate for the Products. Such efforts shall include, without limitation, AB revising the AB Wholesaler Exclusivity Incentive program by adding the Products thereto so that AB Distributors may carry and distribute the Products and remain exclusive under the program for so as long as this Agreement, and such program remain in effect, but such efforts shall not obligate AB to expend funds or extend other economic incentives to convince AB Distributors to enter into On-Premise Distribution Agreement/s with Hansen.

2.             General Agreement and Procedures for Appointment of Distributors . Hansen will, subject to the other terms of this Section 2, offer to all the AB Distributors the exclusive rights to distribute the Products to On-Premise Accounts only throughout the Available Territory (as defined in Section 2.1 below) in accordance with the On-Premise Distribution Agreement/s.

2.1.          Existing Hansen Distributors . As of the Effective Date Hansen distributes the Products to On-Premise Accounts in the U.S. pursuant to distribution agreements with various distributors, many of which are not AB Distributors (in each case, a “Non-AB Distribution Agreement”). A “No Fault Termination Agreement” means any Non-AB Distribution Agreement under the terms of which Hansen is expressly, legally, contractually and unilaterally entitled to terminate the applicable Distributor’s right to distribute Products to On-Premise Accounts without cause and without Hansen breaching such Non-AB Distribution Agreement or incurring any liability or obligation except to pay the applicable distributor a pre-determined fixed amount previously agreed to by Hansen in writing under such Non-AB Distribution Agreement (e.g., average gross profit per case per product line multiplied by the number of cases of products sold during the most recently completed twelve (12) month period) solely related to sales of the Products to On-Premise Accounts only. Each portion of the U.S. that is either (a) not covered by a distribution agreement for sale of Products to On-Premise Accounts, or (b) is covered by a No-Fault Termination Agreement is an “Available Territory” and all such Available Territories are collectively referred to in this Agreement as the “Available Territory.”

2.2.          Designation Notice . During the first twelve (12) months after the Effective Date, Hansen will notify AB, in writing, from time to time, of the specific territories within the Available Territory that Hansen is prepared to offer to one or more AB Distributors (in each case, a “Designation Notice”). Hansen agrees that the territory collectively covered by the Designation Notices delivered during such twelve (12) month period will be no less than the Available Territory.

2.3.          Identification of Distributors . Within sixty (60) days after receipt of a Designation Notice, AB will identify to Hansen, in writing (“Identification Notice”), the specific AB Distributor/s (the “Proposed Distributors”) to be appointed to distribute the Products to On-Premise Accounts only throughout the specific territory/ies identified in the Designation Notice. If AB fails to identify Proposed Distributors throughout all of the specific territory/ies identified in the Designation Notice within the applicable sixty (60) day period, Hansen shall have the right to appoint distributors in its sole discretion for the territories which were designated by Hansen in the Designation Notice but were not identified by AB in the Identification Notice.

2.4          Rejection of Distributors . Within thirty (30) days after receipt of the Identification Notice (the “Rejection Period”), Hansen and AB may mutually agree not to appoint a particular Proposed Distributor, or Hansen may unilaterally reject a particular Proposed Distributor upon delivery of written notice (a ‘Rejection Notice”) to AB specifying one of the following reasons: (i) the Proposed Distributor has, as of the date of the Designation Notice, refused to enter into the Allied Products Distribution Agreement (as defined below) offered to such Proposed Distributor, (ii) Hansen and the Proposed Distributor are engaged in a dispute, (iii) the Proposed Distributor or Distribution Agreement is prohibited or regulated by applicable laws or regulations such that entering into the Distribution Agreement is likely to have a material adverse effect on Hansen or is likely to expose Hansen to any liability or penalty, as determined by Hansen in its reasonable discretion, or (iv) entering into a Distribution Agreement with the Proposed Distributor is likely, in Hansen’s reasonable judgment, to have a material adverse effect on Hansen (provided that, for purposes of this item (iv), a less advantageous financial arrangement or economic effect solely and in and of itself shall not be a material adverse effect). Hansen’s Rejection Notice shall contain a good faith description, in reasonable detail, of the facts relevant to Hansen’s decision to reject a Proposed Distributor. In no event, however, shall such Rejection Notice be deemed a final or complete statement or admission by Hansen with respect to its rejection of a Proposed Distributor, and Hansen shall have the right to subsequently amend or supplement the Rejection Notice as Hansen deems necessary including without limitation by inclusion of any facts acquired by Hansen before or after the date of Hansen Rejection Notice. If Hansen and AB mutually agree not to appoint a particular Proposed Distributor, or if Hansen rejects a particular Proposed Distributor for one of the reasons specified in this Section, AB shall have the right, subject to Hansen’s prior written approval, which Hansen may withhold in its sole discretion, to appoint another Person (a “Substitute Distributor”) to distribute the Products to On-Premise Accounts only in the applicable designated territory. If such Substitute Distributor is not approved by Hansen, Hansen may enter into a distribution agreement with respect to the applicable designated territory with any other Person (other than the Substitute Distributor rejected by Hansen) who shall not be an AB/Hansen Distributor (as defined below). The Proposed Distributors who are not rejected either by mutual agreement of Hansen and AB or by Hansen for one of the specified reasons set forth above, and the Substitute Distributors approved by Hansen, shall be referred to collectively as the “Designated Distributors.” For purposes of this Section 2.4, “Allied Products Distribution Agreement” means such distribution agreement entered into pursuant to the Amended and Restated Allied Products

Distribution Coordination Agreement entered into between Hansen and AB effective as of May 8, 2006.

2.5.          Appointment of Distributors . AB will, within ten (10) days of the end of the Rejection Period, deliver to each Designated Distributor an On-Premise Distribution Agreement/s, in substantially the form of Exhibit A , subject to modification as agreed upon by Hansen and AB. AB will deliver the respective On-Premise Distribution Agreement/s to each Designated Distributor and use its best efforts to recommend to, encourage, facilitate and assist each Designated Distributor to enter into the On-Premise Distribution Agreement/s with Hansen; provided, that such efforts shall not obligate AB to expend funds or extend other economic incentives to any Designated Distributor to convince them to enter into a On-Premise Distribution Agreement/s with Hansen. AB will promptly return to Hansen copies of the On-Premise Distribution Agreement/s executed by the Designated Distributors who have agreed to enter into a On-Premise Distribution Agreement/s with Hansen. Within seven (7) days of receipt of any On-Premise Distribution Agreement/s executed by a Designated Distributor, Hansen will deliver the On-Premise Distribution Agreement/s executed by Hansen to such Designated Distributor with a copy to AB.

2.6.          Rejection by Distributor . If any Designated Distributor declines to enter into an On-Premise Distribution Agreement/s with Hansen, AB shall have the right, subject to Hansen’s prior written approval, which Hansen may withhold in Hansen’s sole discretion, to appoint a Substitute Distributor to distribute the Products to On-Premise Accounts only in the applicable designated territory. If Hansen does not approve such Substitute Distributor, Hansen may enter into a distribution agreement with respect to the applicable designated territory with any other Person designated by Hansen who shall not be an AB/Hansen Distributor (as defined below).

2.7.          AB/Hansen Distributors; On-Premise Distribution Agreement/s; AB Territory . Each Designated Distributor with whom Hansen enters into an On-Premise Distribution Agreement/s will hereinafter be referred to as an “AB/Hansen Distributor”. Except with respect to those AB/Hansen Distributors with whom no Equity Agreement exists at the time the On-Premise Distribution Agreement was entered into, each AB/Hansen Distributor shall only be AB/Hansen Distributors during the period in which an AB Equity Agreement is in effect between AB and such AB/Hansen Distributor. Any On-Premise Distribution Agreement/s between Hansen and any AB Distributor granting such AB Distributor the right to distribute Products to On-Premise Accounts shall fall under the terms of this Agreement and be treated as an On-Premise Distribution Agreement/s under this Agreement for so long as such On-Premise Distribution Agreement/s and the AB Equity Agreement with such AB Distributor remains in effect. Whenever an AB Equity Agreement with an AB/Hansen Distributor (other than those AB/Hansen Distributors with whom no Equity Agreement exists at the time the On-Premise Distribution Agreement was entered into) is terminated by AB pursuant to either the deficiency termination procedure or the right of immediate termination stated in such AB Equity Agreement, AB shall notify Hansen in writing within sixty (60) days after such termination. The term “AB Territory” shall mean the territory collectively covered at any particular time by all On-Premise Distribution Agreement/s in effect at that time with AB/Hansen Distributors.

3.             Marketing, Promotion, Merchandising and Sales of the Products to On-Premise Accounts . AB agrees to be primarily responsible during the Term for the marketing, promotion, merchandising and sales of Products to On-Premise Accounts throughout the AB Territory through the use of the AB Sales Force and the AB/Hansen Distributors. Without limiting the terms of the

preceding sentence and pursuant to the direction provided by each applicable Annual Business Plan (as defined in Section 4 below) and each applicable Annual Marketing Plan (as defined in Section 6 below), during the Term (a) the AB Sales Force will be directly responsible for the marketing and promotion of the Products to On-Premise Accounts in the AB Territory, and (b) the AB Sales Force shall encourage, assist, monitor and coordinate the merchandising and sales of the Products to On-Premise Accounts in the AB Territory either directly or by and through the AB/Hansen Distributors. Consistent with the direction provided by each Annual Plan and each Annual Marketing Plan, Hansen agrees to reasonably cooperate with AB’s efforts to satisfy its obligations under this Section 3. AB shall monitor and manage compliance by AB/Hansen Distributors with the terms and requirements of their respective On-Premise Distribution Agreement/s, including, without limitation, the provisions of Sections 3 and 10 thereof.

4.             Annual Business Plan . Not less than sixty (60) days before the end of each calendar year, AB will, in consultation with Hansen, prepare an annual business plan for the following calendar year which shall include annual management activities, specific On-Premise Account placement performance objectives, merchandising, marketing and promotional goals, specific On-Premise Account and channel objectives for specified distribution channels, and annual sales volume goals, which shall not become effective unless it is approved in writing by both Hansen and AB (the “Annual Business Plan”). AB will implement and manage each Annual Business Plan in the following calendar year and, except as otherwise expressly set forth in this Agreement, will pay all costs associated with the Annual Business Plan including the implementation thereof. Within sixty (60) days of the Effective Date, AB will prepare an Annual Business Plan for the portion of calendar year 2007 commencing sixty (60) days after the Effective Date.

5.             On-Premise Management Team . Within sixty (60) days after execution of this Agreement, AB and Hansen shall create an account management team (the “On-Premise Management Team”) in accordance with the terms of Section 5.1 below and the On-Premise Management Team shall have the responsibilities set forth in Sections 5.2-5.4 as well as the responsibilities expressly reserved for the On-Premise Management Team in Section 6 below.

5.1.         The On-Premise Account Management Team shall be comprised of an equal number of Hansen employees (“Hansen Team Members”), each chosen by Hansen, and AB employees (“AB Team Members”), each chosen by AB. Hansen may at any time replace any Hansen Team Member and AB may at any time replace any AB Team Member. A majority of each of the Hansen Team Members and each of the AB Team Members respectively must affirmatively agree before any action of the On-Premise Account Management Team is approved or deemed approved.

5.2.         The On-Premise Management Team shall have responsibility for the overall operational implementation of the provisions of this Agreement.

5.3.         The On-Premise Management Team shall conduct regular telephone conferences, and participate in regular operations meetings of each party pertaining to the implementation of the provisions of this Agreement. At least once each calendar quarter (“Quarter”), the On-Premise Management Team shall meet at locations to be determined from time to time, to among other things (a) evaluate the parties activities under this Agreement, (b) discuss opportunities and issues pertinent to this Agreement, (c) develop, implement and monitor future

supply chain efficiencies and improvements, and (d) develop marketing, promotional, merchandising and sales plans as may be appropriate under the circumstances.

6.1.          Annual Marketing Plans . Not less than sixty (60) days before the end of each calendar year the On-Premise Management Team shall review the conditions of the marketplace, the efforts to achieve sales of the Products to On-Premise Accounts in the AB Territory as well as actual results, including year over year performance, and shall prepare an annual marketing plan for the next calendar year (as more specifically described below in this Section 6.1, in each case an “Annual Marketing Plan”). Such Annual Marketing Plan shall include specific On-Premise Account placement performance objectives, merchandising goals, specific On-Premise Account and channel objectives for specified distribution channels, distribution goals, a sales and marketing spending plan and a strategy for maximizing sales and growth of market share. Additionally, if the AB Territory has an ethnic market or concentration, the Annual Marketing Plan shall address such specific ethnic segments, including retail promotions, point-of-sale allocations and special events for ethnic segments. Within sixty (60) days of the Effective Date, the On-Premise Management Team will prepare an Annual Marketing Plan for the portion of calendar year 2007 commencing sixty (60) days after the Effective Date. No Annual Marketing Plan shall become effective unless it is approved by the On-Premise Management Team.

6.2.          Implementation of each Annual Marketing Plan . Subject to the terms of Section 6.3 below, AB will implement each Annual Marketing Plan (as may be adjusted from time to time each calendar year in accordance with Sections 6.3 and 6.4 below), and, subject to Hansen’s reimbursement obligation specified below, AB shall be responsible for paying all expenses incurred in implementing each Annual Marketing Plan and any other costs incurred by AB in connection with the marketing and sales of the Products. All such costs and expenses incurred by AB in connection with implementation of an Annual Marketing Plan are collectively referred to in this Agreement as “Annual Marketing Plan Costs,” provided, however, that unless expressly agreed to in writing by Hansen, the Annual Marketing Plan Costs (a) may not include any fixed, indirect or ancillary costs incurred by AB including, without limitation, costs of salaries, wages or other benefits of whatsoever nature paid to any persons employed by AB and/or who form a portion of the AB Sales Force, but (b) may include, without limitation and without limiting the terms of 6.2(a), each of the following costs incurred by AB from time to time to implement an Annual Marketing Plan: all advertising and promotional agency fees and other payments for (i) radio, television, Internet, and other electronic media advertising, (ii) billboards and other outdoor advertising, (iii) advertising in magazines, newspapers and other print media, (iv) sports, entertainment and event sponsorships and promotional products, (iv) point of sale displays, materials, and sampling, (v) on-premise promotions, (vi) coupons and sweepstakes, (vii) third party research and third party analyses of trade and consumer issues and trends, (viii) third party creative development and materials production needed for any of the foregoing forms of advertising, promotion, and merchandising, and (ix) reimbursement of reasonable trade spending by the AB Sales Force for the purchase of Products in On-Premise Accounts in relation to the promotion of Products. Within thirty (30) days of the end of each Quarter, AB will deliver to Hansen an accounting of the Annual Marketing Plan Costs incurred by AB during such Quarter to implement the applicable Annual Marketing Plan. Within forty-five (45) days of the end of each Quarter, Hansen will reimburse AB for fifty percent (50%) of such Annual Marketing Plan Costs. Notwithstanding the foregoing, each party may undertake any marketing, advertising or promotional plans or activities that they wish involving any of the

Products and one or more of the On-Premise Accounts at such party’s sole cost and expense; provided, however, that any such plans or activities that may be undertaken by AB shall always be subject to the prior reasonable written approval of Hansen.

6.3.          Adjustment of an Annual Marketing Plan . The members of the On-Premise Management Team shall discuss on a Quarterly basis (or more frequently if appropriate) the Annual Marketing Plan and strategies for the marketing and sales of the Products and within thirty (30) days of the end of each Quarter implement any agreed upon changes to the Annual Marketing Plan then in effect. Not less than once each Quarter the On-Premise Management Team shall review the sales during the prior Quarter and projected sales and mutually agree upon appropriate adjustments to the Annual Marketing Plan, including reductions or increases in the amount that may be spent thereunder having regard to (a) the level of sales of the Products during the prior Quarter, (b) projected sales of the Products for the next two Quarters, (c) changed market conditions, and (d) the Annual Marketing Plan Costs budgeted or planned for the remainder of the calendar year, including, without limitation, any Annual Marketing Plan Costs resolved in accordance with Section 6.4 below.

6.4.1.      If the parties are unable to reach agreement on an Annual Marketing Plan including the Annual Marketing Plan Costs under any such plan for any calendar year, the parties shall attempt resolution of such dispute through good faith consultations between the Vice President of AB with responsibility for the Products and the Chief Executive Officer of Hansen or his designee. If no settlement can be reached through such consultations within thirty (30) days after either party has notified the other party in writing of the existence of such dispute, then the dispute shall be referred to mediation and failing resolution to arbitration in accordance with Section 24 below. Notwithstanding anything to the contrary, the arbitrators shall not have the authority or power to and shall not issue an award or order that (a) requires Hansen’s fifty percent (50%) reimbursement of Annual Marketing Plan Costs for the 2007 calendar year to exceed fifty percent (50%) of the Grossed Up Fee (as defined below), (b) requires Hansen’s fifty percent (50%) reimbursement of Annual Marketing Plan Costs for any calendar year after 2007 to exceed the Fee (as defined in Section 9 below) relating to the Products sold by Hansen to AB/Hansen Distributors during the immediately preceding calendar year, or (c) results in Hansen incurring any obligation or liability to reimburse AB for Annual Marketing Plan Costs in an amount exceeding the Fee during the then-current calendar year. The parties agree to adjust any award or order as soon as possible under the circumstances but in no event less frequently than at the end of each Quarter thereafter to give effect to the foregoing. For purposes of this Section 6.4, the term “Grossed-Up Fee” means an amount equal to the product of (a) the aggregate amount of the Fees incurred during the period between January 1, 2007, and the date of the arbitration award (the “Assessment Period”) multiplied by (b) a fraction, the numerator of which is 365, and the denominator of which is the total number of days in the Assessment Period.

6.4.2.      Each party will continue to perform its obligations under this Agreement pending final resolution of any such dispute set forth in this Section 6.4. For any calendar year in which a new Annual Marketing Plan has not been agreed, AB shall continue to market and sell the Products with Annual Marketing Plan Costs that do not exceed (a) during 2007, the Grossed Up Fee, and (b) during any calendar year after 2007, total Annual Marketing Plan Costs for the prior calendar year, to be estimated on a per-case basis, until an award or order is issued by the arbitrators.

7.1.        At Hansen’s request, Hansen will be permitted to attend all national, regional and state sales meetings AB holds with AB Distributors on a group basis. Hansen will be allocated a reasonable amount of time to address issues related to the Products and to promote and maximize distribution and sale of the Products to On-Premise Accounts (a) at all such state meetings Hansen elects to attend, and (b) at one regional meeting in each AB region each calendar year so long as a regional meeting is actually held in the applicable region. AB will provide Hansen at least thirty (30) days prior written notice of all national sales meetings and as much advance notice as reasonably possible for all regional and state sales meetings, as such meetings may be arranged on less than thirty (30) days notice.

7.2.        AB will, at no additional expense to AB, support and facilitate additional meetings of AB/Hansen Distributors reasonably requested by Hansen.

8.1.        Hansen will require each AB/Hansen Distributor to assign an AB provided tracking number to each Product and Product package (or such other actions as AB may reasonably request in the future) to allow for tracking of inventory and sales information by BudNet or any replacement sales data collection system then in use generally by AB and the AB Distributors, and as required under Section 3.j of the On-Premise Distribution Agreement/s. Based on such information, AB will regularly provide to Hansen for each AB/Hansen Distributor: (a) sales reports regarding the Products, (b) inventory levels of the Products, (c) On-Premise Accounts and potential On-Premise Accounts coverage related to the Products, and (d) demographic and other retail consumer attributes applicable to On-Premise Accounts and potential On-Premise Accounts where the Products are sold. AB will provide such information and summaries thereof in formats as mutually agreed to from time to time by AB and Hansen.

8.2.        AB and Hansen will review and analyze Hansen’s existing freight and delivery systems in order to improve the efficiencies of such system. To the extent savings or other efficiencies are created, AB will make its wholesaler support centers and other intermediate delivery locations (collectively, “WSCs”) utilized by AB for its malt beverage products available to Hansen for use in connection with storage and delivery of the Products. To the extent Hansen decides to utilize the WSCs it agrees to reimburse AB for the actual, direct, incremental costs incurred by AB for such use.

8.3.        At Hansen’s request, AB agrees, to the extent legally permissible, to advise Hansen on the negotiation of purchasing arrangements for some or all of the raw materials and packaging components required to make and package the Products.

8.4.        AB’s respective obligations under this Section 8 do not require AB to incur any out-of-pocket expenses or other costs other than the time reasonably spent by their personnel to comply with the terms of this Section 8.

9.1.          Payable by Hansen . In exchange for AB’s performance of its obligations under this Agreement, Hansen will pay AB a fee (the “Fee”) equal to the percentage set forth on

Exhibit C of the Gross Margin (defined below) of the Products sold by Hansen to AB/Hansen Distributors during the applicable period under the terms of the applicable On-Premise Distribution Agreement/s with such AB/Hansen Distributors, but calculated only with respect to those of the Products that are sold by such AB/Hansen Distributors to On-Premise Accounts within the AB Territory in accordance with the applicable On-Premise Distribution Agreement/s. For purposes of determining this calculation, Hansen and AB shall initially utilize the reports provided by AB or the AB/Hansen Distributors in accordance with Section 8.1 above; provided, however, in the event a report is subsequently shown to be inaccurate, Hansen and AB shall utilize the actual figures, and Hansen and AB shall promptly adjust the Fee as appropriate. The Fee shall be payable monthly in arrears within thirty (30) days of the end of each calendar month.

“ Gross Margin ” shall mean for any applicable period the Wholesale Sales Amount (defined below) for such period less the Cost of Sales (defined below) for such period, but calculated only with respect to those of the Products that are sold by such AB/Hansen Distributors to On-Premise Accounts within the AB Territory in accordance with the applicable On-Premise Distribution Agreement/s. Exhibit D attached to this Agreement specifies for illustrative purposes only how the Gross Margin for the 8.3 ounce Monster Energy 24-pack loose was calculated for the calendar quarter ending September 30, 2006. The parties acknowledge and agree that the deductions reflected in Exhibit D are estimates only and have been calculated with reference to non-on premise categories of business. In the event of any inconsistency or conflict between what is specified in Exhibit D , on the one hand, and the terms in this Section 9.1 that specify how the Gross Margin and its various elements should be calculated, on the other, the terms of this Section 9.1 shall prevail.

“ Wholesale Sales Amount ” shall mean for any applicable period the gross amount invoiced by Hansen to AB/Hansen Distributors for Products sold to AB/Hansen Distributors during such period that are sold by such AB/Hansen Distributor/s to On-Premise Accounts within the AB Territory in accordance with the applicable On-Premise Distribution Agreement/s, less deductions for (a) federal and state excise tax to the extent paid for by Hansen, (b) customary discounts and sales allowances paid, accrued or credited, (c) Products returned during such period, and (d) permitted allowances, discounts, free cases or allowance programs (other than to the extent allowances, discounts, free case or allowance programs are agreed by the parties as part of the Annual Marketing Plan costs, as provided for in Section 6 above) and commissions to third parties paid or incurred by Hansen (which for sake of clarity does not include the Fees or the AB Commissions) but calculated only with respect to those of the Products that are sold by such AB/Hansen Distributors to On-Premise Accounts within the AB Territory in accordance with the applicable On-Premise Distribution Agreement/s.

“Cost of Sales” shall mean for any applicable period Hansen’s cost of sales with respect to Products sold to AB/Hansen Distributors during such period under the terms of the applicable On-Premise Distribution Agreement/s calculated on the same basis and in the same manner that cost of sales is calculated by Hansen for the purposes of Hansen’s periodic financial statements from time to time prepared in accordance with generally accepted accounting principals consistently applied, plus an amount equal to five percent (5%) of the Wholesale Sales Amount for such period as an allowance for freight and delivery costs out plus a further amount equal to ten percent (10%) of the Wholesale Sales Amount for such period as an allowance for indirect costs incurred by Hansen for, and in connection with, the production of the Products but calculated only with respect to those of the Products that are sold by such AB/Hansen Distributors to On-Premise Accounts within the AB

Territory in accordance with the applicable On-Premise Distribution Agreement/s, provided that no portion of such allowances shall be included in Cost of Sales.

9.2.          Commissions Payable by AB/Hansen Distributors . In exchange for AB’s performance of its obligations under this Agreement, each AB/Hansen Distributor will pay a commission to AB equal to the percentage set forth on Exhibit C of the aggregate prices of Products invoiced by Hansen to that AB/Hansen Distributor under the applicable On-Premise Distribution Agreement/s (the “AB Commission/s”), but calculated only with respect to those of the Products that are sold by such AB/Hansen Distributors to On-Premise Accounts within the Territory. Hansen will collect the AB Commission/s from the AB/Hansen Distributors on behalf of AB as provided in this Section. Except as set forth in Section 9.3 below, Hansen agrees that it has no rights whatsoever in the AB Commission/s and may not (a) include any AB Commission/s in its revenues or list of assets, (b) pledge, grant, or allow any lien or security interest whatsoever in any of the AB Commission/s, (c) retain any such AB Commission/s as full or partial payment of any amount(s) allegedly owed to Hansen by AB under this Agreement or by a AB/Hansen Distributor, or (d) take any action whatsoever inconsistent with AB’s ownership of the AB Commission/s. All of Hansen’s invoices to AB/Hansen Distributors will include the AB Commission/s, which will be payable in accordance with the terms of the Hansen invoice. Hansen will receive the AB Commission/s paid in accordance with such Hansen invoice and subject to Section 9.3 below, remit the percentage set forth in Exhibit C of the AB Commission/s payments to AB monthly, within fifteen (15) days of the end of each calendar month. Hansen is in no way guaranteeing payment of the AB Commission/s. Hansen will advise AB of any failure by an AB/Hansen Distributor to pay on a timely basis any AB Commission/s for which it is liable within a reasonable time following such default, and cooperate with AB’s reasonable requests for assistance to collect AB’s share of any defaulted AB Commission/s payments at no cost to Hansen. At AB’s request, Hansen will assign all its rights to collect the defaulted AB Commission/s to AB. Hansen shall have no obligations beyond those set forth in this Section to assist in the collection of the AB Commission/s.

9.3.          Application of AB Commission/s to Marketing Expenses . Hansen will be entitled to retain the percentage set forth on Exhibit C of all AB Commission/s as a contribution towards its share of the approved Annual Marketing Plan costs it is required to pay to AB in accordance with the provisions of Section 6.2 above.

9.4           On-Premise and Off-Premise Sales of Products at One Location . In the event a customer or account is licensed to sell alcohol beverages for on-premise consumption, and/or otherwise sells Products for both on-premise and off-premise consumption at one location, this Agreement will only apply to, and the Fee and the AB Commission will only be computed with respect to, the sales of Products for on-premise consumption by the On-Premise Account. With respect to such customers or accounts, AB shall have the burden of providing or causing the AB/Hansen Distributor/s to provide reliable and commercially reasonable evidence sufficient to enable AB and Hansen to determine the actual amount of on-premise sales of Products by the On-Premise Account at each such location. If AB or the AB/Hansen Distributor/s provides such evidence, AB and Hansen shall cooperate in good faith to establish an allocation of the sales of Products by such customers or accounts based on such evidence. If AB and Hansen are unable to reach an agreement with respect to such allocation, the matter shall be resolved pursuant to the dispute resolution procedures set forth in Section 24, providing that AB shall, at all times, bear the burden of proof by a preponderance of the evidence, based on reliable and commercially reasonable

evidence, of on-premise sales of Products by such On-Premise Account. Notwithstanding the foregoing, because the applicable laws and regulations of the State of Pennsylvania permit bars and taverns in Pennsylvania to sell cold alcohol beverages for off-premise consumption, AB and Hansen agree that all sales of Products by such bars and taverns in Pennsylvania (that fall within the definition of On-Premise Accounts) will be considered On-Premise Account sales whether or not such Products are actually consumed on-premise.

10.1.        Definition . As used herein, “Confidential Information” means any information, observation, data, written material, records, documents, computer programs, software, firmware, inventions, discoveries, improvements, developments, designs, promotional ideas, customer lists, suppliers lists, financial statements, practices, processes, formulae, methods, techniques, trade secrets, products and/or research, in each such case, of or related to a party’s products, organization, business and/or finances; provided, however, Confidential Information shall not include any information which (a) is in the public domain except through any intentional or negligent act or omission of the non-disclosing party (or any agent, employee, shareholder, director, officer, or independent contractor of or retained by such other party or any of its Affiliates (defined in Section 16.1.1 below)), (b) can be shown by clear and convincing tangible evidence to have been in the possession of the non-disclosing party prior to disclosure by the disclosing party, (c) is legally and properly provided to the non-disclosing party without restriction by an independent third party that is under no obligation of confidentiality to the disclosing party and that did not obtain such information in any illegal or improper manner or otherwise in violation of any agreement with the disclosing party, (d) is disclosed without any restrictions of any kind by the disclosing party to third parties on a regular basis without any measures being taken, whether explicitly or implicitly, by the disclosing party to protect the confidentiality of such information, or (e) is independently generated by any employee or independent contractor of or retained by the non-disclosing party, and such employee or independent contractor has no knowledge of any of the Confidential Information.

10.2.        Non-Disclosure Obligations . It is contemplated that in the course of the performance of this Agreement each party may, from time to time, disclose its Confidential Information to the other. Each party agrees that any such Confidential Information (a) will be used solely as provided by the terms and conditions of this Agreement, and (b) is intended solely for the information and assistance of the other party in the performance of such party’s obligations or exercise of such party’s rights under this Agreement and is not to be otherwise disclosed. Each party will use its best efforts to protect the confidentiality of the other party’s Confidential Information, which efforts shall be at least as extensive as the measures such party uses to protect its own most valued Confidential Information.

10.3.        Injunctive Relief . Each party acknowledges that the other party will suffer irreparable harm if such party breaches any of the provisions regarding confidentiality set forth in this Section 10 and that monetary da