SEVENTH EXTENSION TO STOCKHOLDERS' AGREEMENT

This SEVENTH EXTENSION TO STOCKHOLDERS’ AGREEMENT (the “Seventh Extension”) is hereby entered into as of the 15 ^th day of January, 2009, by and between Lifeway Foods, Inc., an Illinois corporation (the “Company”) and DS Waters, L.P., a Delaware limited partnership (“DSW”) (“Stockholder”). Unless otherwise defined herein, all capitalized terms used herein shall have the same meaning ascribed to those terms in the Stockholders’ Agreement.

WHEREAS, Danone Foods, Inc., a Delaware corporation (“DFI”) executed that certain Stock Power dated November 10, 2005, transferring all the shares of the Company which were held by DFI as of such date that are the subject of that certain Stockholders’ Agreement by and among DFI and the Company and certain other parties dated as of October 1, 1999, as amended on December 24, 1999 (as amended and extended, the “Stockholders’ Agreement”) and as extended by that certain First Extension to Stockholders’ Agreement dated September 28, 2004 (the “First Extension”) and by that certain Second Extension to Stockholders’ Agreement dated October 29, 2004 (“Second Extension”) and by that certain Third Extension to Stockholders’ Agreement dated December 30, 2004 (the “Third Extension”) and by that certain Fourth Extension to Stockholders’ Agreement dated April 28, 2006 (the “Fourth Extension”) and by that certain Fifth Extension to Stockholders’ Agreement dated December 26, 2007 (the “Fifth Extension”) and by the Sixth Extension to Stockholders’ Agreement entered into as of December 31, 2007 (the “Sixth Extension”) are the subject of the Stockholders’ Agreement to DSW;

WHEREAS, DSW accepted such shares subject to the covenants and restrictions contained in the Stockholders’ Agreement and DSW hereby agrees to be bound by its terms