CARDINAL MINERALS INC
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>7
<FILENAME>v13858_ex10-4.txt
<TEXT>

                                                                    Exhibit 10.4

                              EMPLOYMENT AGREEMENT

         This Employment Agreement ("Agreement") is entered into as of the 1st
day of September, 2004, by and between Joseph C. Balistreri, ("Employee") and
Universal Food & Beverage Company, a Delaware corporation ("Company").

                                    RECITALS

         A. The Company wishes to employ Employee, and Employee wishes to be
employed by the Company, as its Vice President, Marketing and Brands. Employee
acknowledges that the Company and its subsidiaries and affiliates ("Universal
Companies") are and will be engaged in the business of producing and selling
bottled water, enhanced beverages and related food products.

         B. In order to induce Employee to enter into this Agreement, and to
incentivize and reward his effort, loyalty and commitment to the Company,
Employee acknowledges that Employee has received certain shares of common stock
of the Company.

         C. Employee acknowledges that as a member of the Company's senior
management team, he is one of the persons charged with responsibility for the
implementation of the Company's business plans, and that he is one of only a few
employees who will have regular access to various confidential and/or
proprietary information relating to the Company. Further, Employee acknowledges
that his covenants to the Company hereinafter set forth, specifically including
but not limited to Employee's covenant not to engage in competition with the
Company, are being made in partial consideration of the Company's willingness to
employ Employee. As a condition of that employment, the Company requires that
this Employment Agreement be entered into pursuant to which Employee furnishes
the Company with, among other things, certain covenants of Employee, including
his covenant not to compete with the businesses of the Company for a reasonable
period of time.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the foregoing recitals, and the
mutual agreements herein contained and other good and valuable consideration,
the receipt and sufficiency of which are hereby mutually acknowledged, the
parties hereby agree as follows:

                                    ARTICLE I
                             EMPLOYMENT RELATIONSHIP

         1.1 Employment. Subject to the terms and conditions of this Agreement,
the Company hereby agrees to employ Employee to serve as the Company's Vice
President, Marketing and Brands, and Employee hereby accepts such employment,
and agrees to perform his duties and responsibilities to the best of his
abilities in a diligent, trustworthy, businesslike and efficient manner.

<PAGE>

         1.2 Duties. The Employee shall be the principal marketing and brand
development officer of the Company and shall be responsible for directing and
implementing all such activities. In connection with Employee's performance of
his duties, he shall report to the Chairman of the Board and Chief Executive
Officer or his designee.

         1.3 Officer Position. Concurrent with Employee's employment with the
Company, it is anticipated that Employee will be elected as an officer of the
Company. Employee shall resign his position as an officer of the Company should
Employee's employment with the Company terminate for any reason, with Employee's
resignation being effective no later than the effective date of the effective
date of Employee's termination of employment.

         1.4 Exclusive Employment. While he is employed by the Company
hereunder, Employee covenants to the Company that he will devote his entire
business time, energy, attention and skill to the Company (except for permitted
vacation periods and reasonable periods of illness or other incapacity), and use
his good faith best efforts to promote the interests of the Company. The
foregoing shall not be construed as prohibiting Employee from spending such time
as may be reasonably necessary to attend to his personal affairs and investments
so long as such activities do not conflict or interfere with Employee's
obligations and/or timely performance of his duties to the Company.

         1.5 Employee Representations and Warranties as to Employability.
Employee hereby represents and warrants to the Company that:

                  (a) The execution, delivery and performance by Employee of
         this Agreement and any other agreements contemplated hereby to which
         Employee is a party do not and shall not conflict with, breach, violate
         or cause a default under any contract, agreement, instrument, order,
         judgment or decree to which Employee is a party or by which he is
         bound;

                  (b) Employee is not a party to or bound by any employment
         agreement, non-competition agreement or confidentiality agreement with
         any other person or entity (or if a party to such an agreement,
         Employee has disclosed the material terms thereof to the Company's
         Board of Directors ("Board") prior to the execution hereof and promptly
         after the date hereof shall deliver a copy of such agreement to the
         Board);

                  (c) Upon the execution and delivery of this Agreement by the
         Company, this Agreement shall be the valid and binding obligation of
         Employee, enforceable in accordance with its terms; and

                  (d) Employee hereby acknowledges and represents that he has
         consulted with independent legal counsel regarding his rights and
         obligations under this Agreement and that he fully understands the
         terms and conditions contained herein.


                                       2
<PAGE>

                                   ARTICLE II
                              PERIOD OF EMPLOYMENT

         2.1 Employment Period. Employee's employment hereunder shall commence
on the date hereof and shall continue hereunder until the date fixed by the
provisions of Section 2.2 hereof, subject to the early termination provisions of
Article V hereof (the "Employment Period").

         2.2 Initial Term of Employment Period and Extension Terms. The
Employment Period shall initially continue for a term commencing on the date
hereof and ending on December 31, 2009 (the "Initial Term"). The Employment
Period shall be automatically extended for successive five (5) calendar year
periods of the Company following the expiration of the Initial Term (each period
being hereinafter referred to as an "Extension Term") upon the same terms and
conditions provided for herein unless either party provides the other party with
advance written notice of its or his intention not to extend the Employment
Period; provided, however, that such notice must be delivered by the
non-extending party to the other party not later than thirty (30) days prior to
the expiration of the Initial Term or any Extension Term, as the case may be.

                                   ARTICLE III
                                  COMPENSATION

         3.1 Annual Base Compensation. During the Employment Period the Company
shall pay to Employee an annual base salary (the "Annual Base Compensation") in
the amount of One Hundred Thousand and 00/100 dollars ($100,000.00). The Annual
Base Compensation shall be paid in regular installments in accordance with the
Company's general payroll practices, and shall be subject to all required
federal, state and local withholding taxes. Employee's Annual Base Compensation
shall be reviewed annually by the Board, and may, in the discretion of the
Board, be increased between three and five percent (3-5%) from the prior year's
Annual Base Compensation. Notwithstanding the forgoing, Employee's Annual Base
Compensation shall be reduced by fifty percent (50%) until the Company achieves
Four Million dollars ($4,000,000.00) in annualized revenue ("Target Revenue") as
determined by the Company's Chief Financial Officer, subject to Board approval.
Employee shall not be entitled to a retroactive increase in his Annual Base
Compensation as of the commencement of the Initial Term or Extension Term, but
shall be entitled to a retroactive increase in his Annual Base Compensation as
of the date on which the Company's annualized revenue equals or exceeds the
Target Revenue.

         3.2 Potential Annual Target Bonuses. In respect of each calendar year
falling within the Employment Period, Employee shall be eligible to earn an
annual bonus, depending upon the results of operation of the Company and the
personal performance of Employee, of up to sixty percent (60%) of Employee's
Annual Base Compensation for that calendar year (the "Potential Annual Target
Bonus") in accordance with the terms of a bonus plan which shall be adopted and
maintained in effect by the Board for that calendar year. The amount of the
Potential Annual Target Bonus, if any, which is earned by Employee (the
"Bonusable Amount") shall be paid by the Company to Employee no later than
seventy-five (75) days following the close of the Company's calendar year,
provided that unless expressly provided otherwise herein, it shall be a
condition precedent to Employee's right to receive any Bonusable Amount that
Employee be employed by the Company on the last day of that calendar year,
regardless of any subsequent termination of employment.


                                       3
<PAGE>

         3.3 Expenses. During the Employment Period, Employee shall be entitled
to reimbursement of all business expenses reasonably incurred in the performance
of his duties for the Company, upon submission of all receipts and accounts with
respect thereto, and approval by the Company thereof, in accordance with the
then current business expense reimbursement policies of the Company.

         3.4 Vacation. In respect of each calendar year falling within the
Employment Period, Employee shall be entitled to such vacation time as the
Company customarily provides to its employees holding positions with the Company
comparable to Employee's position, provided that unused vacation may be used by
Employee in the following calendar year only in accordance with and as permitted
by the Company's then current vacation policies in effect from time to time.

         3.5 Health Insurance. The Company shall provide, at no cost to
Employee, group health insurance benefits for Employee and his dependents. The
Company shall retain sole discretion to select the health insurance plan which
shall be provided to Employee, provided that the same plan shall be provided to
all senior executive employees of the Company.

         3.6 Vehicle Allowance. Commencing March 1, 2005, the Company shall
provide Employee with a monthly vehicle allowance of Seven Hundred and 00/100
Dollars ($700.00). The Vehicle Allowance shall be subject to the Company's then
current Vehicle Allowance policies applicable to employees of the Company
holding similar positions.

         3.7 Other Fringe Benefits. During the Employment Period, Employee shall
be entitled to receive such of the Company's other fringe benefits as are being
provided to other employees of the Company holding similar level positions,
including without limitation, life insurance.

                                   ARTICLE IV
                              COVENANTS OF EMPLOYEE

         4.1 Covenants Regarding Developments. Employee agrees as follows with
regard to any developments that relate to the Universal Companies' business or
Confidential and Proprietary Information (defined below), or that Employee
conceives, makes, develops or acquires, including, but not limited to, any trade
secrets, discoveries, inventions, improvements, ideas, programs, formulas,
diagrams, designs, plans and drawings, whether or not reduced to writing,
patented, copyrighted or trademarked ("Developments"):

                  (a) Employee shall promptly and fully disclose all
         Developments to the Company, and shall prepare, maintain, and make
         available to the Company adequate and current written records of such
         Developments and all modifications, research, and studies made or
         undertaken by Employee with respect thereto.

                  (b) All Developments and related records shall become and
         remain the exclusive property of the Company and, to the extent
         Employee has any rights thereto, Employee hereby assigns all such
         rights, title, and interest to the Company.


                                       4
<PAGE>

                  (c) Upon request by the Company, Employee, at any time,
         whether during or after his employment by the Company, shall execute,
         acknowledge and deliver to the Company all assignments and other
         documents which the Company deems necessary or desirable to: (i) vest
         the Company with full and exclusive right, title, and interest to such
         Developments, and (ii) enable the Company to file and prosecute an
         application for, or acquire, maintain or enforce, all letters of
         patent, trademark registrations, and copyrights covering such
         Developments.

         4.2 Ownership and Covenant to Return Documents, etc. Employee agrees
that all Company work product and all documents or other tangible materials
(whether originals, copies or abstracts), including without limitation, price
lists, quotation guides, outstanding quotations, books, records, manuals, files,
sales literature, training materials, customer records, correspondence, computer
disks or print-out documents, contracts, orders, messages, phone and address
lists, invoices and receipts, and all objects associated therewith, which in any
way relate to the business or affairs of the Company either furnished to
Employee by the Company or are prepared, compiled or otherwise acquired by
Employee during the Employment Period, shall be the sole and exclusive property
of the Company. Employee shall not, except for the use of the Company use, copy
or duplicate any of the aforementioned documents or objects, nor remove them
from the facilities of the Company, nor use any information concerning them
except for the benefit of the Company, either during the Employment Period or
thereafter. Employee agrees that he will deliver all of the aforementioned
documents and objects that may be in his possession to the Company on the
termination of his employment with the Company, or at any other time upon the
Company's request.

         4.3 Non-Disclosure Covenant. Employee recognizes that by virtue of his
employment with the Company, he will be granted otherwise prohibited access to
trade secrets and other confidential and proprietary information which is not
known to its competitors or within the industry generally, which was developed
by the Universal Companies over a long period of time and/or at substantial
expense, and which is confidential in nature or otherwise of great competitive
value to the Company. This information ("Confidential and Proprietary
Information") includes, but is not limited to, the Universal Companies' trade
secrets; information relating to the Universal Companies' production practices
and methods of doing business; sales, marketing, and service strategies,
programs, and procedures; contract expiration dates, customers and prospective
customers, including, but not limited to, their particularized requirements and
preferences, and the identity, authority, and responsibilities of their key
contact persons; payment methods; service, product and material costs; pricing
structures and bonus and incentive plans; vendors and sources of supply;
financial position and business plans; computer programs and databases
(including, without limitation, prospecting and layout databases); research
projects; new product and service developments; and any other information of the
Universal Companies or any of their vendors or customers which the Universal
Companies inform Employee, or which Employee should know by virtue of his
position or the circumstances in which he learned it, is to be kept
confidential. Confidential and Proprietary Information does not include
information that is (i) in the public domain (except as a result of a breach of
this Agreement or Employee's obligations under a statutory or common law


                                       5
<PAGE>

obligation), (ii) obtained by Employee from a third party subsequent to the
termination of Employee's employment with the Company (except where the third
party obtains the information in violation of a contractual obligation, a
statutory or common law obligation), or (iii) independently developed by
Employee subsequent to the termination of his employment with the Company if
Employee is able to demonstrate that he used no Confidential and Proprietary
Information in developing that information. Employee agrees that during the
Employment Period and at all times thereafter (a) he will not disclose, use or
permit others to use any Confidential and Proprietary Information, or otherwise
make use of any of it for his own purposes or the purposes of another, except as
required in the course of his employment for the benefit of the Company or as
required by law, and (b) he will take all reasonable measures, in accordance
with the Universal Companies' policies, procedures, and instructions, to protect
the Confidential and Proprietary Information from any accidental or unauthorized
disclosure or use.

         4.4 Anti-Pirating Covenant. Employee covenants to the Company that
while Employee is employed by the Company hereunder and for the two (2) year
period thereafter (the "Restricted Period"), he will not, for any reason,
directly or indirectly solicit, hire, or otherwise do any act or thing which may
induce any other employee of the Universal Companies (who is employed by the
Universal Companies at the end of the Employee's employment with the Company) to
leave the employ or otherwise interfere with or adversely affect the
relationship (contractual or otherwise) of the Universal Companies with any
person who is then an employee of the Universal Companies.

         4.5 Covenant of Nonsolicitation of Customers. Employee acknowledges the
Universal Companies' legitimate interest in protecting their customers for a
reasonable period of time following the termination of his employment.
Accordingly, Employee agrees that during the Restricted Period he will not: (a)
directly or indirectly, solicit or accept business from, or provide products or
services to, any Universal Companies customer, where such business, products or
services would be competitive with the Universal Companies' business, products
or services, or (b) do any act or thing which may interfere with or adversely
affect the relationship (contractual or otherwise) of the Universal Companies
with any customer or vendor of the Universal Companies or induce any such
customer or vendor to cease doing business with the Universal Companies. For
purposes of this paragraph, the term "customer" means (i) a customer of the
Universal Companies to which Employee sold or provided the Universal Companies'
products or services at any time during the two (2) year period immediately
preceding the termination of his employment, (ii) any entity for which Employee
orchestrated, developed, supervised, coordinated or participated in marketing
strategy, marketing plans and marketing campaigns on behalf of the Universal
Companies at any time during the two (2) year period immediately preceding the
termination of his employment, or (iii) any entity as to which Employee acquired
Confidential and Proprietary Information at any time during his employment with
the Company.

         4.6 Covenant Not To Compete. Employee expressly acknowledges that (i)
the Universal Companies are and will be engaged in the business of producing and
selling bottled water, enhanced beverages and related food products; (ii)
Employee is one of a limited number of persons who has extensive knowledge and
expertise relevant to the businesses of the Universal Companies; (iii)
Employee's performance of his services for the Company hereunder will afford him
full and complete access to and cause him to become highly knowledgeable about
the Universal Companies' Confidential and Proprietary Information; (iv) the
agreements and covenants contained in this Section 4.6 are essential to protect
the business and goodwill of the Universal Companies, because, if Employee
enters into any activities competitive with the businesses of the Universal
Companies, he will cause substantial harm to the Universal Companies; (v) he


                                       6
<PAGE>

will be exposed to the Universal Companies' largest customers, which Employee
acknowledges he would not have been exposed to but for his employment with the
Company; (vi) the business territory of the Universal Companies constitutes the
geographic markets of the Universal Companies at the time of termination of
employment ("Business Territory"); and (vii) his covenants to the Company set
forth in this Section 4.6 are being made in consideration of the Company's
willingness to employ him. Accordingly, Employee hereby agrees that during the
Restricted Period, he shall not directly or indirectly own any interest in,
invest in, lend to, borrow from, manage, control, participate in, consult with,
become employed by, render services to, or in any other manner whatsoever engage
in, any business which is competitive with any business actively being engaged
in by the Universal Companies or actively (and demonstrably) being considered by
the Universal Companies for entry into on the date of the termination of
Employee's employment with the Universal Companies, within the Business
Territory. Employee acknowledges that the Restricted Business are in direct
competition with one or more lines of business actively being engaged in by the
Company within the Company's geographical markets for those lines of business.
The preceding to the contrary notwithstanding, Employee shall be free to make
investments in the publicly traded securities of any corporation, provided that
such investments do not amount to more than 1% of the outstanding securities of
any class of such corporation.

         4.7 Remedies For Breach. Employee recognizes that the rights and
privileges granted to him by this Agreement, and his corresponding covenants to
the Company, are of a special, unique, and extraordinary character, the loss of
which cannot reasonably or adequately be compensated for in damages in any
action at law or through the offset or withholding of any monies to which
Employee might be entitled from the Company. Accordingly, Employee understands
and agrees that the Company shall be entitled to equitable relief, including a
temporary restraining order and preliminary and permanent injunctive relief, to
prevent or enjoin a breach of this Agreement. Employee also understands and
agrees that any such equitable relief shall be in addition to, and not in
substitution for, any other relief to which the Company may be entitled.

                                    ARTICLE V
                                   TERMINATION

         5.1 Termination and Triggering Events. Notwithstanding anything to the
contrary elsewhere contained in this Agreement, the Employment Period shall
terminate at the expiration of the Initial Term or any Extension Term, or prior
to the expiration of the Initial Term or any Extension Term upon the occurrence
of any of the following events (hereinafter referred to as "Triggering Events"):
(a) Employee's death; (b) Employee's Total Disability; (c) Employee's
Resignation; (d) Employee's Resignation with Good Grounds; (e) a Termination by
the Company for Cause; or (f) a Termination by the Company Without Cause.

         5.2 Rights Upon Occurrence of a Triggering Event. Subject to the
provisions of Section 5.3 hereof, the rights of the parties upon the occurrence
of a Triggering Event prior to the expiration of the Initial Term or any
Extension Term shall be as follows:


                                       7
<PAGE>

                  (a) Resignation and Termination by the Company for Cause. If
         the Triggering Event was Employee's Resignation or a Termination by the
         Company for Cause, Employee shall be entitled to receive his Annual
         Base Compensation and accrued but unpaid vacation through the date
         thereof in accordance with the policy of the Company, and to continue
         to participate in the Company's employee welfare plans and programs
         (including, without limitations, health insurance plans) through that
         date and thereafter, only to the extent permitted under the terms of
         such plans and programs.

                  (b) Death or Total Disability. If the Triggering Event was
         Employee's death or Total Disability, Employee (or Employee's
         designated beneficiary) shall be entitled to receive Employee's Annual
         Base Compensation and accrued but unpaid vacation through the date
         thereof plus a pro rata portion of Employee's Potential Annual Target
         Bonus for the calendar year in which such death or Total Disability
         occurred (based on the number of days Employee was employed during the
         applicable calendar year), in accordance with the policy of the
         Company, and to continue to participate in the Company's employee
         welfare plans and programs (including, without limitations, health
         insurance plans) through that date and thereafter, only to the extent
         permitted under the terms of such plans and programs.

                  (c) Termination by Company Without Cause or Resignation by
         Employee With Good Grounds. If the Triggering Event was a Termination
         by the Company Without Cause or a Resignation by Employee With Good
         Grounds, Employee shall be entitled to receive his Annual Base
         Compensation and accrued but unpaid vacation through the date thereof
         plus, in the discretion of the Board, a pro rata portion of Employee's
         Potential Annual Target Bonus for the calendar year in which such
         Triggering Event occurred (based on the number of days Employee was
         employed during the applicable calendar year), payable in accordance
         with the Company's normal payroll practices. In addition, Employee
         shall also (x) be paid an amount equal to one year ("Severance Period")
         of his then current Annual Base Compensation payable in equal
         installments in accordance with the Company's regular payroll schedule,
         and (y) continue to participate in the Company's health, insurance and
         disability plans and programs during the Severance Period
         (collectively, the "Severance Benefits"); provided that Employee shall
         be entitled to receive such Severance Benefits during the Severance
         Period if and only if Employee has executed and delivered to the
         Company the Confidential Separation Agreement and General Release
         substantially in form and substance as set forth in Schedule A to this
         Agreement and only so long as Employee has not breached any of his
         covenants to the Company set forth in Article IV of this Agreement.

                  (d) Cessation of Entitlements and Company Right of Offset.
         Except as otherwise expressly provided herein, all of Employee's rights
         to salary, employee benefits, fringe benefits and bonuses hereunder (if
         any) which would otherwise accrue after the termination of the
         Employment Period shall cease upon the date of such termination. The
         Company may offset any loans, cash advances or fixed amounts which
         Employee owes the Company or its Affiliate against any amounts it owes
         Employee under this Agreement.


                                       8
<PAGE>

         5.3 Survival of Certain Obligations. The provisions of Articles IV, and
VI shall survive any termination of the Employment Period, whether by reason of
the occurrence of a Triggering Event or the expiration of the Initial Term or
any Extension Term.

         5.4   Definitions. For purposes of Article V, the following definitions
apply:

                  (a) "Resignation with Good Grounds" means a voluntary
         termination of Employee's employment hereunder on account of, and
         within sixty (60) days after, the occurrence of one or more of the
         following events:

                           (i) The assignment to Employee of any duties
                  inconsistent in any material respect with Employee's position
                  (including status, offices and titles), authority, duties or
                  responsibilities as contemplated by Section 1.2 hereof which
                  results in a diminution of Employee's position, excluding for
                  this purpose an isolated, insubstantial or inadvertent action
                  not taken in bad faith and which is remedied by the Company
                  promptly after receipt of written notice thereof given by
                  Employee; or

                           (ii) The failure of the Company to comply with any of
                  the provisions of this Agreement, other than an isolated,
                  insubstantial or inadvertent action not taken in bad faith and
                  which is remedied by the Company promptly after receipt of
                  written notice thereof given by Employee.

                  (b) "Termination by the Company for Cause" means termination
         by the Company of Employee's employment for:

                           (i) Misappropriation of any significant monies or
                  significant assets or properties of the Company;

                           (ii) Conviction of a felony or a crime involving
                  moral turpitude;

                           (iii) Substantial and repeated failure to comply with
                  directions of the Chairman of the Board and Chief Executive
                  Officer of the Company or the Board;

                           (iv) Gross negligence or willful misconduct;

                           (v) Chronic alcoholism or drug addiction together
                  with Employee's refusal to cooperate with or participate in
                  counseling and/or treatment of same; or

                           (vi) Any willful action or inaction of Employee
                  which, in the reasonable opinion of the Board, constitutes
                  dereliction (willful neglect or willful abandonment of
                  assigned duties), or a material breach of Company policy or
                  rules which, if susceptible to cure, is not cured by Employee
                  within five (5) days following Employee's receipt of written
                  notice from the Company advising Employee with reasonable
                  specificity as to the action or inaction viewed by the Board
                  to be dereliction or a material breach of Company policy or
                  rules.


                                       9
<PAGE>

                  (c) "Termination by the Company Without Cause" means a
         termination of Employee's employment by the Company which is not a
         Termination by the Company for Cause, provided that the termination of
         the Employment Period on account of the failure of the Company to
         extend the Employment Period in accordance with the provisions of
         Section 2.2 hereof shall constitute a Termination by the Company
         Without Cause.

                  (d) "Total Disability" means Employee's inability, because of
         illness, injury or other physical or mental incapacity, to perform his
         duties hereunder (as determined by the Board in good faith) for a
         continuous period of one hundred eighty (180) consecutive days, or for
         a total of one hundred eighty (180) days within any three hundred sixty
         (360) consecutive day period, in which case such Total Disability shall
         be deemed to have occurred on the last day of such one hundred eighty
         (180) day or three hundred sixty (360) day period, as applicable.

                                   ARTICLE VI
                                     GENERAL

         6.1 Governing Law. This Agreement shall be subject to and governed by
the laws of the State of Illinois without regard to any choice of law or
conflicts of law rules or provisions (whether of the State of Illinois or any
other jurisdiction), irrespective of the fact that Employee may become a
resident of a different state.

         6.2 Binding Effect. The Agreement shall be binding upon and inure to
the benefit of the Company, its successors and assigns, and Employee and his
executors, administrators, personal representatives and heirs.

         6.3 Assignment. Employee expressly agrees for himself and on behalf of
his executors, administrators and heirs, that this Agreement and his
obligations, rights, interests and benefits hereunder shall not be assigned,
transferred, pledged or hypothecated in any way by Employee, his executors,
administrators or heirs, and shall not be subject to execution, attachment or
similar process. Any attempt to assign, transfer, pledge, hypothecate or
otherwise dispose of this Agreement or any such rights, interests and benefits
thereunder contrary to the foregoing provisions, or the levy of any attachment
or similar process thereupon shall be null and void and without effect and shall
relieve the Company of any and all liability hereunder. This Agreement shall be
assignable and transferable by the Company to any successor in interest without
the consent of Employee.

         6.4 Complete Understanding. This Agreement constitutes the complete
understanding among the parties hereto with regard to the subject matter hereof,
and supersedes any and all prior agreements and understandings relating to the
employment of Employee by the Company, including without limitation any prior
compensation plans or compensation agreements entered into between Employee and
the Company.

         6.5 Amendments. No change, modification or amendment of any provision
of this Agreement shall be valid unless made in writing and signed by all of the
parties hereto.


                                       10
<PAGE>

         6.6 Waiver. The waiver by the Company of a breach of any provision of
this Agreement by Employee shall not operate or be construed as a waiver of any
subsequent breach by Employee. The waiver by Employee of a breach of any
provision of this Agreement by the Company shall not operate as a waiver of any
subsequent breach by the Company.

         6.7 Venue, Jurisdiction, Etc. Employee hereby agrees that any suit,
action or proceeding relating in any way to this Agreement shall be brought and
enforced in the Circuit Court of the 18th Judicial Circuit, DuPage County, State
of Illinois or in the District Court of the United States of America for the
Northern District of Illinois, Eastern Division, and in either case Employee
hereby submits to the jurisdiction of each such court. Employee hereby waives
and agrees not to assert, by way of motion or otherwise, in any such suit,
action or proceeding, any right of removal, any claim that Employee is not
personally subject to the jurisdiction of the above-named courts, that the suit,
action or proceeding is brought in an inconvenient forum or that the venue of
the suit, action or proceeding is improper. Employee consents and agrees to
service of process or other legal summons for purpose of any such suit, action
or proceeding by registered mail addressed to Employee at his address listed in
the business records of the Company. Employee and the Company do each hereby
waive any right to trial by jury, he or it may have concerning any matter
relating to this Agreement.

         6.8 Severability. If any portion of this Agreement shall be for any
reason, invalid or unenforceable, the remaining portion or portions shall
nevertheless be valid, enforceable and carried into effect.

         6.9 Headings. The headings of this Agreement are inserted for
convenience only and are not to be considered in the construction of the
provisions hereof.

         6.10 Notices. All notices under this Agreement shall be in writing and
shall be deemed properly sent, (i) when delivered, if by personal service or
reputable overnight courier service, or (ii) when received, if sent by certified
or registered mail, postage prepaid, return receipt requested to the recipient
at the address indicated below:

                  Notices to Employee:

                  Joseph C. Balistreri


                  Notices to Company:

                  Universal Food & Beverage Company
                  C/O Chairman & CEO
                  3830 Commerce Drive
                  St. Charles, IL  60174


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<PAGE>

                  With Copies to:

                  Carl A. Neumann, Esq.
                  Holland & Knight LLP
                  One Mid America Plaza
                  Suite 1000
                  Oakbrook Terrace, Illinois 60181

         6.11   Counterparts. This Agreement may be executed in one or more
counterparts, all of which, taken together, shall constitute one and the same
agreement.

                                 ACKNOWLEDGEMENT

         Employee and the Company, by its designated representative, hereby
acknowledge that they have read and understand the provisions of this Agreement;
that, on the date first written above, they have executed this Agreement
voluntarily and with full knowledge of its significance; that they intend to be
fully bound by the same; and that each has been provided a copy of this
Agreement.


COMPANY:                                            EMPLOYEE:

UNIVERSAL FOOD & BEVERAGE COMPANY


By: /s/ Duane Martin                                /s/ Joseph C. Balistreri
    ----------------------------                    ----------------------------
    Chairman of the Board and                       Joseph C. Balistreri
    Chief Executive Officer



                                       12
<PAGE>

                                   SCHEDULE A
                             To Employment Agreement
                        Between Joseph C. Balistreri and
                        Universal Food & Beverage Company

              CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE

         This Confidential Separation Agreement and General Release
("Agreement") is entered into by and between Joseph C. Balistreri, an individual
("Employee"), and Universal Food & Beverage Company, a Delaware corporation
("Company"):

         1. Termination of Employment. Employee acknowledges that his employment
with the Company terminated effective _____________ __, 200_.

         2. Compensation owed. Employee acknowledges receipt of all compensation
(including, but not limited to, any and all overtime, commission, bonus payments
and all other benefits except accrued but unused vacation time) due from the
Company through the payroll period immediately prior to _______________ __,
200_. Employee and the Company acknowledge that Employee will receive a lump-sum
payment equal to any final compensation (including his accrued but unused
vacation time of _____________ (__) days) accrued but not yet paid to Employee
on the Company's next regular payday.

         3. Separation Benefit: Subject to the provisions of this Agreement, the
Company will pay Employee the separation benefits set forth in Article V,
Section 5.2(c) of Employee's Employment Agreement with the Company, less
required withholding, within twenty-one (21) days after his signing of this
Agreement. The Separation Benefit does not constitute nor is it intended to be
any form of compensation to Employee for any services to the Company.

         4. Consideration. Employee acknowledges that he would not be entitled
to the Separation Benefit provided for in paragraph 3 above in the absence of
his signing of this Agreement, that the Separation Benefit constitutes a
substantial economic benefit to Employee, and that it constitutes good and
valuable consideration for the various commitments undertaken by Employee in
this Agreement.

         5. Parties Released. For purposes of this Agreement, the term
"Releasees" means the Company, its past and present parents, subsidiaries,
divisions, and affiliated companies; their respective predecessors, successors,
assigns, benefit plans, and plan administrators; and their respective past and
present shareholders, directors, trustees, officers, employees, agents,
attorneys and insurers.

         6. General Release. Employee, for and on behalf of himself and each of
his personal and legal representatives, heirs, devisees, executors, successors
and assigns, hereby acknowledges full and complete satisfaction of, and fully
and forever waives, releases, acquits, and discharges Releasees from any and all
claims, causes of action, demands, liabilities, damages, obligations, and debts
(collectively referred to as "Claims"), of every kind and nature, whether known
or unknown, suspected or unsuspected, or fixed or contingent, which Employee
holds as of the date Employee signs this Agreement, or at any time previously


                                       13
<PAGE>

held against Releasees, or any of them, arising out of any matter whatsoever
(with the exception of breaches of this Agreement). This General Release
specifically includes, but is not limited to, any and all Claims:

                  a. Arising out of or in any way related to Employee's
         employment with the Company, or the termination of his employment;

                  b. Arising out of or in any way related to any contract or
         agreement between Employee and the Company;

                  c. Arising under or based on the Equal Pay Act of 1963; Title
         VII of the Civil Rights Act of 1964; Section 1981 of the Civil Rights
         Act of 1866; the Americans With Disabilities Act of 1990; the Family
         and Medical Leave Act of 1993; the Fair Labor Standards Act of 1938;
         the National Labor Relations Act; the Worker Adjustment and Retraining
         Notification Act of 1988; the Employee Retirement Income Security Act
         of 1974 (ERISA) (excepting claims for vested benefits, if any, to which
         Employee is legally entitled thereunder); the Illinois Constitution;
         the Illinois Human Rights Act, the Cook County Human Rights Ordinance,
         the Chicago Human Rights Ordinance; or any other federal, state, county
         or local law, statute, ordinance, decision, order, policy or regulation
         prohibiting employment discrimination; providing for the payment of
         wages or benefits; or otherwise creating rights or claims for
         employees, including, but not limited to, any and all claims alleging
         breach of public policy; the implied obligation of good faith and fair
         dealing; or any express, implied, oral or written contract; handbook;
         manual; policy statement or employment practice; or alleging
         misrepresentation; defamation; libel; slander; interference with
         contractual relations; intentional or negligent infliction of emotional
         distress; invasion of privacy; false imprisonment; assault; battery;
         fraud; negligence; or wrongful discharge; and

                  d. Arising under or based on the Age Discrimination in
         Employment Act of 1967 (ADEA), as amended by the Older Workers Benefit
         Protection Act (OWBPA), and alleging a violation thereof based on any
         action or failure to act by Releasees, or any of them, at any time
         prior to the effective date of this Agreement.

         7. Intended Scope of Release. It is the intention of the parties and is
fully understood and agreed by them that this Agreement includes a General
Release of all Claims (with the exception of breaches of this Agreement and
claims for vested benefits, if any, to which Employee is legally entitled under
ERISA), which Employee holds or previously held against Releasees, or any of
them, whether or not they are specifically referred to herein. No reference
herein to any specific claim, statute or obligation is intended to limit the
scope of this General Release and, notwithstanding any such reference, this
Agreement shall be effective as a full and final bar to all Claims of every kind
and nature, whether known or unknown, suspected or unsuspected, or fixed or
contingent, released in this Agreement.

         8. Employee Waiver of Rights. As part of the foregoing General Release,
Employee is waiving all of his rights to any recovery, compensation, or other
legal, equitable or injunctive relief (including, but not limited to,
compensatory damages, liquidated damages, punitive damages, back pay, front pay,
attorneys' fees, and reinstatement to employment), from Releasees, or any of
them, in any administrative, arbitral, judicial or other action brought by or on
behalf of Employee in connection with any Claim released in this Agreement.


                                       A-2
<PAGE>

         9. Covenant Not to Sue. In addition to all other obligations contained
in this Agreement, Employee agrees that he will not initiate, bring or prosecute
any suit or action against any of Releasees in any federal, state, county or
municipal court, with respect to any of the Claims released in this Agreement.
Notwithstanding the forgoing, nothing in this Agreement shall preclude Employee
from bringing suit to challenge the validity or enforceability of this Agreement
under the Age Discrimination in Employment Act as amended by the Older Workers
Benefit Protection Act.

         10. Remedies for Breach. If the Employee, or anyone on his behalf,
initiates, brings or prosecutes any suit or action against Releasees, or any of
them, in any federal, state, county or municipal court, with respect to any of
the Claims released in this Agreement (except to challenge the validity or
enforceability of this Agreement under the Age Discrimination in Employment Act
as amended by the Older Workers Benefit Protection Act), or if the Employee
breaches any of the terms of this Agreement, then Employee shall be liable for
the payment of all damages, costs and expenses (including attorneys' fees)
incurred by Releasees, or any of them, in connection with such suit, action or
breach.

         11. No Admission of Liability. Nothing in this Agreement constitutes or
shall be construed as an admission of liability on the part of Releasees, or any
of them. Releasees expressly deny any liability of any kind to Employee, and
particularly any liability arising out of or in any way related to his
employment with the Company or the termination of his employment.

         12. Covenants of Nondisclosure and Confidentiality and Not to Access
the Company's Computer Network.

                  (a) Employee hereby reaffirms and agrees to abide by all
         confidentiality and nondisclosure obligations to which Employee is
         subject under any contract or agreement between Employee and the
         Company as well as the Illinois Trade Secrets Act.

                  (b) Employee shall keep confidential the circumstances
         surrounding the termination of his employment with the Company, as well
         as the existence of this Agreement and its terms, and agrees that
         neither he, nor his attorneys, nor any of his agents, shall directly or
         indirectly disclose any such matters (other than to the Equal
         Employment Opportunity Commission, the Illinois Human Rights
         Commission, or any other federal, state or local fair employment
         practices agency), unless written consent is given by the Company's
         President, or unless required to comply with any federal, state or
         local law, rule or order. However, this paragraph will not prohibit
         Employee from disclosing the terms of this Agreement to his attorneys,
         accountants or other tax consultants as necessary for the purpose of
         securing their professional advice, or in connection with any suit or
         action alleging a breach of this Agreement.

                  (c) Employee agrees that he will not access or attempt to
         access, directly or indirectly, by any matter whatsoever, the Company's
         computer network, including without limitation, the Company's e-mail
         system, the Company's electronic document storage and retrieval system,
         and the Company's computer network servers and related equipment.

                                      A-3
<PAGE>

         13. Warranty of Return of Company Property. Employee warrants and
acknowledges that he has turned over to the Company all equipment or other
property issued to his by the Company, along with all documents, notes, computer
files, and other materials which he had in his possession or subject to his
control, relating to the Company and/or any of its customers. Employee further
warrants and acknowledges that he has not retained any such documents, notes,
computer files or other materials (including any copies or duplicates thereof).

         14. Warranty and Covenant of Nondisparagement. Employee (i) warrants
that during the time period between when he was notified of the termination of
his employment with the Company and his signing of this Agreement he has not
made any disparaging remarks about Releasees which are likely to cause harm to
Releasees, collectively or individually, or their products and services to any
existing customer or client of the Company, any prospective customer or client
of the Company or to any other member of the general public ("Disparaging
Remarks")and (ii) agrees that he shall not make any Disparaging Remarks
following his signing of this Agreement.

         15. Consideration Period. Employee acknowledges that he has been
advised of his right to consult with an attorney or other representative of his
choice prior to signing this Agreement and understands that he has a period of
twenty-one (21) days within which to consider and accept the Agreement. This
twenty-one (21) day period begins to run from ____________ __, 200_, which
Employee acknowledges is the date on which he received a copy of this Agreement
(if not earlier).

         16. Revocation Period. Employee understands that he has the right to
revoke this Agreement at any time within seven (7) days after he signs it and
that the Agreement shall not become effective or enforceable until this
revocation period has expired without revocation.

         17. Resignation of Officer Position. Employee shall resign from his
position as an officer of the Company effective no later than the effective date
of Employee's termination of employment with the Company.

         18. Warranty of Understanding and Voluntary Nature of Agreement.
Employee acknowledges that he has carefully read and fully understands all of
the provisions of this Agreement; that he knows and understands the rights he is
waiving by signing this Agreement; and that he has entered into the Agreement
knowingly and voluntarily, without coercion, duress or overreaching of any sort.

         19. Severability. The provisions of this Agreement are fully severable.
Therefore, if any provision of this Agreement is for any reason determined to be
invalid or unenforceable, such invalidity or unenforceability will not affect
the validity or enforceability of any of the remaining provisions. Furthermore,
any invalid or unenforceable provisions shall be modified or restricted to the
extent and in the manner necessary to render the same valid and enforceable, or,
if such provision cannot under any circumstances be modified or restricted, it
shall be excised from the Agreement without affecting the validity or
enforceability of any of the remaining provisions. The parties agree that any
such modification, restriction or excision may be accomplished by their mutual
written agreement or, alternatively, by disposition of a court or other
tribunal.

                                      A-4
<PAGE>

         20. Entire Agreement/Integration. This Agreement constitutes the sole
and entire agreement between Employee and the Company with respect to the
subjects addressed in it, and supersedes all prior or contemporaneous
agreements, understandings, and representations, oral and written, with respect
to those subjects.

         21. No Waiver By the Company. No waiver, modification or amendment of
any of the provisions of this Agreement shall be valid and enforceable unless in
writing and executed by Employee and the Company's President.

         22. Successors and Assigns. This Agreement shall be binding upon, and
shall inure to the benefit of, Employee and his personal and legal
representatives, heirs, devisees, executors, successors and assigns, and the
Company and its successors and assigns.

         23. Choice of Law. This Agreement and any amendments hereto shall be
governed by and construed in accordance with the laws of the State of Illinois,
without regard to conflicts of law principles.

COMPANY:                                            EMPLOYEE:

UNIVERSAL FOOD & BEVERAGE COMPANY


By:
    ----------------------------                    ----------------------------
    Chairman of the Board                           Joseph C. Balistreri



                                      A-5
</TEXT>
</DOCUMENT>
