HANSEN NATURAL CORP
EXHIBIT 10.7
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>16
<FILENAME>exhibit07.txt
<DESCRIPTION>EXHIBIT 10.7
<TEXT>
                           STANDARD INDUSTRIAL LEASE

                                       Dated (for reference) as of July 25, 2002

1. Defined  Terms.  Each  reference in this Lease to any of the following  terms
shall include the data for such term as stated below with any  additional  terms
used in this Lease to have the meaning and definition given hereinafter:

Tenant: Hansen Beverage Company       Landlord: 44 Promenade Partnership L.P.
        a Delaware corporation                  a California Limited Partnership

Tenant's Address                      Landlord's Address:
        1010 Railroad Street                 c/o Investment Building Group
        Corona, CA 92882                         4100 Newport Place, Suite 750
                                                 Newport Beach, CA 92660

Description of the Premises:
        Floor Area: Approximately 20,300 square feet indicated on Exhibit "A"
        Street Address 555 South Promenade Avenue Corona, CA

Term: Month-to-Month
Commencement Date August 26, 2002
Rent: $____ per month
Taxes, Insurance and Maintenance Reserve Deposit: $____
Security Deposit: $____
Insurance Amounts:

        Bodily Injury per Person:     Three Million Dollars ($3,000,000)
        Bodily Injury per Occurrence: Three Million Dollars ($3,000,000)
        Property Damage:              One Million Dollars ($1,000,000)

Tenant Improvement Plans (approved by Tenant and Landlord):
Tenant's Construction Representative:
Uses:  Warehousing,  packaging and distribution of consumer products - no office
use.
Tenant's  Share (if  multi-tenant)  of:  Real  Property  Taxes  ____%  Insurance
Expenses 11.4% Maintenance Expenses ____%.

2. Preamble. Landlord hereby leases to Tenant, and Tenant hereby leases and
accepts from Landlord, that certain real property and building floor area more
particularly described in Paragraph 1 (the "Premises") for the Term and upon the
covenants and conditions hereinafter specified.

3. Construction and Commencement.
     3.1  Construction.  Landlord shall cause to be constructed the building and
improvements  substantially in accordance with the Tenant Improvement Plans. The
Premises  shall be  ready  for  occupancy  on the date  upon  which  the work of
construction  to be  undertaken  by Landlord  has been  substantially  completed
("Ready, for Occupancy") as  determined by the issuance of a written certificate
by  Landlord  to  Tenant   certifying  (a)  that  the  improvements   have  been
substantially completed in accordance with the Tenant Improvement Plans, and (b)
the date of such  completion.  Landlord  shall  complete,  as soon as reasonably
possible,  any items of work or adjustment  not completed  when the Premises are
Ready for Occupancy and such defective or omitted work undertaken by Landlord of
which Tenant has given Landlord written notice within thirty (30) days after the
date the  Premises  are Ready for  Occupancy.  The  Premises  shall be Ready for
Occupancy not later than the  Commencement  Date;  provided,  however,  that the
Commencement  Date may be  extended  for a period of time equal to the period of
any delay encountered by Landlord affecting said work of construction because of
fire, inclement weather, acts of God, riot, governmental  regulations,  strikes,
shortages of material or labor,  changes in the Tenant Improvement Plans, or any
other cause beyond the reasonable control of Landlord.

     3.2  Commencement.  The Term of this Lease shall  commence upon the earlier
of: (a) the Commencement Date, or if the Premises are not Ready for Occupancy by
the Commencement Date, the date upon which the Premises are Ready for Occupancy,
(b) the date upon which Tenant first  occupies any portion of the  Premises,  or
(c) the date upon which Rent would have otherwise commenced to accrue under this
Lease  had  Tenant  not  delayed  in the  performance  of any of its  duties  or
obligations  hereunder or had not otherwise interfered with or caused a delay in
the performance of Landlord's obligations hereunder. If the work of construction
is not  completed  within one hundred  twenty (120) days after the  Commencement
Date as extended  pursuant to  Paragraph  3.1,  the sole remedy of either  party
shall be the option to  terminate  this Lease by the delivery to the other party
of written notice of such termination within ten (10) days thereafter.

4. Rent;  Net Lease.  Tenant agrees to pay Landlord at Landlord's  address or at
such other place designated by Landlord by written notice to Tenant the Rent, in
lawful  money of the United  States,  in  advance,  without  demand,  off-set or
deduction, on the first day of each calendar month of the Term hereof and in the
event the Term  commences or the date of  expiration  of this Lease occurs other
than on the first  day or the last day of a  calendar  month,  the Rent for such
month shall be prorated. This Lease is what is commonly called a "net lease," it
being  understood that Landlord shall receive the Rent free and clear of any and
all  impositions,  taxes,  liens,  charges  or  expenses  of any  nature or kind
whatsoever  in connection  with the ownership and operation of the Premises.  If
Rent is not received as provided above, a late charge shall be payable by Tenant
as provided in Paragraph 13.4.

5. Deposits.
     5.1 Taxes,  Insurance and  Maintenance  Reserve.  Tenant shall deposit with
Landlord  each month the amount set forth in Paragraph 1 as a reserve to be used
to pay real property taxes,  maintenance  expenses and insurance expenses on the
Premises  which are  payable  by Tenant  under the terms of this  Lease.  If the
amounts deposited with Landlord by Tenant under the provisions of this Paragraph
are  insufficient  to discharge the  obligations of Tenant,  Tenant shall pay to
Landlord, upon Landlord's demand, the additional sums necessary to fully satisfy
such  obligations.  Tenant shall, upon Landlord's  demand,  increase its monthly
deposits to an amount equal to one-twelfth of the prior year's actual  expenses.
All monies deposited with Landlord under this Paragraph may be intermingled with
other moneys of Landlord and shall not bear interest.

     5.2  Security  Deposit.  Tenant has  deposited  with  Landlord the Security
Deposit  set  forth in  Paragraph  1 above as  security  for  Tenant's  faithful
performance of Tenant's  obligations  hereunder.  If Tenant fails to pay Rent or
other charges due hereunder, or otherwise defaults with respect to any provision
of this  Lease,  Landlord  may use,  apply or retain all or any  portion of said
deposit  for the  payment  of any Rent or other  charge  in  default  or for the
payment of any other sum to which  Landlord  may become  obligated  by reason of
Tenant's  default,  or to  compensate  Landlord  for any  loss or  damage  which
Landlord may suffer  thereby.  If Landlord so uses or applies all or any portion
of said deposit, Tenant shall within ten (10) days after written demand therefor
deposit cash with  Landlord in an amount  sufficient  to restore said deposit to
the full amount stated in Paragraph 1; and Tenant's  failure to do so shall be a
material  breach of this  Lease.  Landlord  shall not be  required  to keep said
deposit separate from its general  accounts.  If Tenant performs all of Tenant's
obligations  hereunder,  said deposit, or so much thereof as has not theretofore
been applied by  Landlord,  shall be  returned,  without  payment of interest or
other  increment for its use, to Tenant (or, at Landlord's  option,  to the last
assignee,  if any, of Tenant's interest hereunder) at the expiration of the Term
hereof,  and after Tenant has vacated the  Premises.  No trust  relationship  is
created  herein  between  Landlord  and Tenant  with  respect  to said  Security
Deposit.

6. Use.
     6.1 Use. The Premises  shall be used and occupied  only for the uses stated
in Paragraph 1.

     6.2 Compliance with Law; Prior Restriction.  Tenant shall, at Tenant's sole
expense,   comply  promptly  and  continuously  with  all  applicable  statutes,
ordinances, rules, regulations, orders, restrictions of record, and requirements
in effect during the Term or any part of the Term hereof  regulating  the Use of
the  Premises.  Tenants  shall not use or permit the use of the  Premises in any
manner that will tend to create waste or a nuisance.  Outside  storage shall not
be allowed without prior written approval from Landlord.

     6.3  Conditions of Premises.  Tenant  hereby  accepts the Premises in their
condition  existing  as of the date of the  execution  hereof,  except for those
specific  improvements  which  Landlord has undertaken to provide in Paragraph 3
and  subject  to all  applicable  zoning,  municipal,  county  and  state  laws,
ordinances and regulations and any covenants or restrictions of record governing
and regulating the use of the Premises,  and accepts this Lease subject  thereto
and to all matters disclosed thereby and by any exhibits attached hereto. Tenant
acknowledges   that  neither   Landlord  nor  Landlord's   agent  has  made  any
representation or warranty as to the suitability of the Premises for the conduct
of Tenant's business,  and that Tenant has made such legal and factual inquiries
with respect thereto as it deems appropriate and has relied solely thereon.

<PAGE>

     6.4  Hazardous  Materials.  Tenant  shall not cause any  hazardous  wastes,
chemicals  or  materials  (collectively   "Hazardous  Materials")  to  be  used,
generated, stored or disposed of on or about the Premises except with Landlord's
written permission and in strict compliance with all applicable  regulations and
using all necessary and appropriate  precautions.  Landlord's  permission may be
withheld  for any reason.  Tenant  shall be liable to  Landlord  for any and all
damages caused by Tenants storage,  usage or handling of Hazardous  Materials on
the Premises.  Landlord shall not be liable to Tenant for any claims, damages or
losses due to the effects of Hazardous Materials on the Premises that are caused
by owners,  tenants,  licensees,  and  invitees  of other  properties  or is not
directly caused by Landlord.  Landlord shall not be liable to Tenant  regardless
of whether or not  Landlord  has  approved  Tenant's  activities.  Tenant  shall
indemnify,  defend by counsel  acceptable to Landlord and hold Landlord harmless
from and against any claims,  damages or liabilities  arising out of a breach of
any provision of this Paragraph 6.4.

7. Maintenance, Repairs And Alterations.
     7.1 Tenant's  Obligations,  Tenant shall keep in good order,  condition and
repair, the Premises and every part thereof, structural and non-structural,  and
all adjacent sidewalks, landscaping, driveways, parking lots, and fences located
in the areas which are adjacent to and included with the  Premises.  At the cost
and expense of Tenant,  the  landscaping  shall be maintained by a  professional
gardener and the exterior of the building shall be repainted at least once every
four (4) years.

     7.2  Surrender.  On the  last  day of the  Term  hereof,  or on any  sooner
termination,  Tenant  shall  surrender  the  Premises  to  Landlord  in the same
condition as when received,  ordinary wear and tear excepted,  clean and free of
debris. Tenant shall repair any damage to the Premises occasioned by the removal
of Tenant's trade fixtures,  furnishings  and equipment.  Tenant shall leave the
air lines, power panels,  electrical  distribution  systems,  lighting fixtures,
space heaters,  air  conditioning,  plumbing and fencing on the Premises in good
operating condition.

     7.3 Landlord Rights. If Tenant fails to perform Tenant's  obligations under
this Paragraph 7, or under any other  Paragraph of this Lease,  Landlord may, at
its option (but shall not be  required  to) enter upon the  Premises,  after ten
(10) days' prior written  notice to Tenant  (except in the case of an emergency,
in which case no notice shall be required), perform such obligations on Tenant's
behalf  and put the  same in good  order,  condition  and  repair,  and the cost
thereof  shall become due and payable as  additional  rent to Landlord  together
with Tenant's next rent installment.

     7.4 Landlord's  Obligations.  Except for the  obligations of Landlord under
Paragraph 9 and 14, it is intended by the  parties  hereto that  Landlord  shall
have no  obligation,  in any  manner  whatsoever,  to repair  And  maintain  the
Premises nor the equipment therein,  whether structural or non-structural all of
which  obligations  are intended to be that of the Tenant.  Tenant hereby waives
the provisions of California  Civil Code Section 1941 and 1942 or any related or
successor provision of law which would otherwise afford Tenant the right to make
repairs at Landlord's  expense or to terminate  this Lease because of Landlord's
failure to keep the Premises in good order, condition and repair.

     7.5 Alterations and Additions.
        (a) Tenant shall not without Landlord's  prior written consent, make any
alterations,  improvements,  additions or Utility  Installations in, on or about
the Premises,  except for non-structural  alterations not exceeding ten thousand
dollars  during the Term of this Lease.  As used in this Paragraph 7.5, the term
"Utility  Installations" shall include carpeting,  window coverings,  air lines,
power panels, electrical distribution systems, lighting fixtures, space heaters,
air-conditioning, plumbing, And fencing. Landlord may require that Tenant remove
any or all of said alterations, improvements, additions or Utility Installations
at the  expiration  of the  Term,  and  restore  the  Premises  to  their  prior
condition. Landlord may require Tenant to provide Landlord, at Tenants sole cost
and expense,  a lien and completion  bond in an amount equal to one and one-half
times the estimated cost of such  improvements,  to insure Landlord  against any
liability for mechanic's  and  materialmen's  liens and to insure  completion of
work.  Should Tenant make any  alterations,  improvements,  additions or Utility
Installations without the prior approval of Landlord,  Landlord may require that
Tenant remove any or all of the same.

        (b)Any alterations, improvements, additions or Utility Installations in,
or about the Premises  that Tenant  shall  desire to make and which  require the
consent of the Landlord  shall be presented  to Landlord in written  form,  with
proposed  detailed plans. If Landlord shall give its consent,  the consent shall
be deemed  conditioned  upon Tenant acquiring a permit to do so from appropriate
governmental agencies, the furnishing of a copy thereof to Landlord prior to the
commencement  of the work,  and the  compliance by Tenant with all conditions of
said  permit  in a  prompt  and  expeditious  manner.  Upon  completion  of  any
alteration,  Tenant  shall  provide  Landlord  "as built'  plans  together  with
evidence of the appropriate governmental final approval of the work.

        (c) Tenant  shall pay,  when  due,  all  claims  for labor  or materials
furnished  or alleged to have been  furnished  to or for Tenant at or for use in
the  Premises,  which  claims  are or  may  be  secured  by  any  mechanic's  or
materialmen's  lien against the Premises or any interest  therein.  Tenant shall
give Landlord not less than ten (10) days' notice prior to the  commencement  of
any work in or on the  Premises,  and  Landlord  shall  have  the  right to post
notices of  non-responsibility  in or on the  Premises as  provided by law.

        (d) Unless  Landlord requires their  removal,  as set forth in Paragraph
7.5(a),  all  alterations,  improvements,  additions  and Utility  Installations
(whether or not such Utility Installations constitute trade fixtures of Tenant),
which may be made on the  Premises,  shall  become the  property of Landlord and
remain upon and be surrendered  with the Premises at the expiration of the Term.
Notwithstanding the provisions of this Paragraph 7.5(d),  Tenant's machinery and
equipment, other than that which is affixed to the Premises so that it cannot be
removed without  material  damage to the Premises,  shall remain the property of
Tenant and may be removed by Tenant subject to the provisions of Paragraph 7.2.

     7.6 Common Area  Maintenance;  Accounting  and Asset  Management  Services.
Landlord,  at Landlord's  option, may arrange for any portion of the exterior or
common area maintenance, utilities and repair. Tenant shall pay to Landlord upon
demand  Tenant's  share  of  such  expenses  as set  forth  in  Paragraph  1. As
compensation for Landlord's accounting and management services, Tenant shall pay
to  Landlord  an  amount  equal to ten  percent  of  Tenant's  share of the real
property taxes, utilities, insurance expenses, and maintenance expenses.

8. Insurance, Indemnity.
     8.1 Coverage. The following insurance and any additional insurance coverage
that may be required  by law,  holders of  mortgages  or deeds of trust shall be
carried  protecting  Landlord and the holders of any mortgages or deeds of trust
covering the Premises.  Any insurance  policies provided by Tenant shall provide
that such policies are primary and  non-contributing  with any insurance carried
by the Landlord.

     (a) Insurance  covering loss or damage to the Premises in the amount of the
full replacement value thereof,  as the same may exist from time to time, but in
no event less than the total  amount  required  by lenders  having  liens on the
Premises,  against  all  perils  included  within  the  classification  of fire,
extended coverage,  vandalism,  malicious mischief,  and special extended perils
("all risk" as such term is used in the insurance industry) including earthquake
endorsements.  Said  insurance  shall provide for payment of loss  thereunder to
Landlord or to the holders of  mortgages  or deeds of trust on the  Premises.  A
stipulated  value  or  agreed  amount  endorsement   deleting  the  co-insurance
provision of the policy shall be procured with said insurance. If such insurance
coverage has a deductible  clause,  the deductible  amount shall not exceed five
thousand dollars per occurrence,  and Tenant shall be liable for such deductible
amount.

     (b) Comprehensive general liability (Landlord's risk only including without
limitation bodily injury,  personal injury and property damage insurance) in the
amount of six million  dollars or such higher limits as Landlord may  reasonably
require.

     (c)  Insurance  against  abatement or loss of rent in case of fire or other
casualty in an amount equal to the Rent,  Real  Property  Taxes,  and  Insurance
premium payments to be made by Tenant during one (1) year; and

     (d)Comprehensive  public liability insurance  (including without limitation
bodily injury,  personal injury and property damage  insurance),  with limits at
least as high as the amounts  respectively stated in Paragraph 1, or such higher
limits as Landlord may reasonably require.

     8.2 Payment of Premiums.  Tenant shall obtain the  insurance  policy called
for in Paragraph 8.1(d). Landlord shall obtain the insurance policies called for
in  Paragraphs  8.1(a),  (b), and (c) and Tenant shall pay the cost thereof upon
demand as additional rent.  However,  if the Premises are a one-tenant  building
and Tenant can provide suitable insurance at lesser cost within thirty (30) days
after notice of the company and rate obtained by Landlord;  Tenant may do so and
shall not be liable to Landlord for any cost of temporary insurance in excess of
the rate for the  substitute  insurance.  If Tenant fails to maintain  insurance
which Tenant has  undertaken  to provide,  Tenant shall Pay for any loss or cost
resulting from said failure.

     8.3  Insurance  Policies.   Insurance  required  hereunder  shall  be  with
companies holding a Best's Insurance Guide "General  Policyholders Rating" of at
least  "A" and a  "Financial  Size  Category"  rating  of at least  CLASS  VIII.
Insurance  policies  shall not be cancelable or subject to reduction in coverage
or other  modification  except after thirty (30) days' prior  written  notice to
Landlord.  The  insuring  party  shall  deposit  with such  mortgage  holders as
Landlord may require,  policies,  duplicates or certificates as such holders may
require,  and  shall  in all  cases  furnish  the  other  party  with  policies,
duplicates and certificates.  Tenant shall, not violate or permit to be violated
any of the conditions or provisions of any policy provided for in Paragraph 8.1,
and Tenant  shall so perform  and  satisfy  the  requirements  of the  companies
writing such policies so that at all times companies of good standing reasonably
satisfactory  to  Landlord  shall be  willing  to  write  and/or  continue  such
insurance.

     8.4 Waiver of  Subrogation.  Tenant and  Landlord  each hereby  release the
other,  and waive their entire  right of recovery  against the other for loss or
damage  arising  out of or  incident to the perils  insured  against  hereunder,
whether due to the negligence of Tenant or Landlord or their agents,  employees,
contractors  and/or  invitees.  Tenant and Landlord  shall,  upon  obtaining the
policies of insurance required hereunder,  give notice to the Insurance carriers
that the foregoing mutual waiver of subrogation is contained in this Lease.

                                       2
<PAGE>

     8.5 Indemnity  Tenant shall  indemnify and hold harmless  Landlord from and
against any and all claims arising from Tenant's use of the Premises or from the
conduct  of  Tenant's  business  or from  any  activity,  work or  things  done,
permitted or suffered by Tenant in or about the Premises or elsewhere  and shall
further Indemnify and hold harmless Landlord from and against any and all claims
arising  from any breach or  default in the  performance  of any  obligation  on
Tenant's part to be performed  under the terms of this lease or arising from any
negligence of Tenant, or any of Tenant's agents,  contractors, or employees, and
from and against all costs, attorneys fees, expenses and liabilities Incurred In
the defense of any such claim or any action or proceeding  brought thereon;  and
in case any action or proceeding be brought  against  Landlord by. reason of any
such claim,  Tenant upon notice from Landlord  shall defend the same at Tenant's
expense by counsel  satisfactory  to Landlord:  Tenant as a material part of the
consideration  to  Landlord  hereby  assumes  all risk of damage to  property or
injury to persons,  in, upon or about the  Premises  arising  from any cause and
Tenant hereby waives all claims in respect thereof against Landlord.

     8.6  Exemption  of  Landlord  from  Liability.  Tenant  hereby  agrees that
Landlord  shall not be liable for  injury to  Tenant's  business  or any loss of
income  therefrom  or for  damage  to the  goods,  wares,  merchandise  or other
property of Tenant, Tenant's employees, invitees, customers, or any other person
in or about the Premises;  nor shall Landlord be liable for Injury to the person
of Tenant,  Tenant's  employees,  agents or contractors,  whether such damage or
injury is caused by or results  from fire,  steam,  electricity,  gas,  water or
rain,  or from the  breakage,  leakage,  obstruction  or other defects of pipes,
sprinklers,  wires, appliances,  plumbing, air conditioning or lighting fixtures
or from any other cause,  whether said damage or injury results from  conditions
arising upon the Premises or upon other  portions of the,  building of which the
Premises are a part, or from other sources or places,  and regardless of whether
the  cause  of  such  damage  or  injury  or the  means  of  repairing  same  is
inaccessible  to Tenant.  Landlord  shall not be liable for any damages  arising
from any act or neglect of any other  tenant if any of the building in which the
Premises are located.

9. Damage or Destruction.
     9.1 Partial  Damage - Insured.  Subject to the provisions of Paragraphs 9.3
and 9.4,  if the  Premises  are damaged and such damage was caused by a casualty
covered under an Insurance policy,  Landlord shall repair such damage as soon as
reasonably  possible and this Lease shall continue in full force and effect.  If
Tenant  repairs the damage,  Landlord  shall  reimburse  Tenant for the costs of
repair to the extent of insurance proceeds received by Landlord.

     9.2 Partial Damage - Uninsured. Subject to the provisions of Paragraphs 9.3
and 9.4, if the Premises  are  damaged,  except by a negligent or willful act of
Tenant (in which event Tenant shall make the repairs at its  expense),  and such
damage was caused by a casualty not covered under an insurance  policy  Landlord
may at  Landlord's  option  either (i) repair such damage as soon as  reasonably
possible at Landlord's expense, in which event this Lease shall continue in full
force and effect,  or (ii) give written notice to Tenant within thirty (30) days
after the date of the  occurrence  of such  damage of  Landlord's  intention  to
cancel and terminate this Lease as of the date of the occurrence of such damage.
In the event  Landlord  elects to give such notice of  Landlord's  intention  to
cancel and terminate this Lease Tenant shall have the right within ten (10) days
after the receipt of such notice to give written  notice to Landlord of Tenant's
intention to repair such damage at Tenant's expense,  without reimbursement from
Landlord, in which event this Lease shall continue in full force and effect, and
Tenant shall  proceed to make such repairs as soon as  reasonably  possible.  If
Tenant  does not give such notice  within  such ten (10) day period,  this Lease
shall  be  canceled  and  terminated  as of the date of the  occurrence  of such
damage.

     9.3 Total  Destruction.  If at any time during the Term of this Lease there
is damage,  whether or not an insured loss,  (including  destruction required by
any  authorized  public  authority)  to the building of which the Premises are a
part to the extent that the cost of repair  exceeds  fifty  percent (50%) of the
then  replacement  cost of such  building  as a whole,  then  this  Lease  shall
automatically terminate as of the date of such destruction.

     9.4 Damage Near End of Term.  If the Premises  are damaged  during the last
year of the Term of this Lease,  Landlord may at  Landlord's  option  cancel and
terminate  this  Lease as of the date of  occurrence  of such  damage  by giving
written notice to Tenant of Landlord's election to do so within thirty (30) days
after the date of occurrence of such damage.

     9.5 Abatement of Rent. In the event of damage  described in Paragraphs  9.1
or 9.2, and Landlord or Tenant  repairs or restores the  Premises,  Rent for the
period during which such damage, repair or restoration continues shall be abated
in proportion  to the degree to which  Tenant's use of the Premises is impaired,
but  only to the  extent  of any  proceeds  received  by  Landlord  from  rental
abatement  insurance  described in Paragraph  8.1.  Except for the  abatement of
Rent,  if any,  Tenant  shall  have no claim  against  Landlord  for any  damage
suffered by reason of any such damage, destruction, repair or restoration.

     9.6 Waiver.  Tenant and Landlord  hereby waive the provisions of California
Civil  Code  Paragraphs  1932  (2) and  1933  (4) or any  related  or  successor
provision of law which relate to  termination of leases when the thing leased is
destroyed  and agree  that such  event  shall be  governed  by the terms of this
Lease.

10. Real Property Taxes.
     10.1 Payment of Taxes. Tenant shall pay the Real Property Taxes, as defined
in  Paragraph  10.2,  applicable  to the Premises  during the Term.  If deposits
collected  for  real  property  taxes  as  provided  in  Paragraph  5.1  are not
sufficient to discharge the Tenant's  obligations,  payment of the balance shall
be made at least ten (10) days prior to the delinquency  date of such payment by
depositing  the payment  with  Landlord.  If any such taxes paid by Tenant shall
cover any period of time after the expiration of the Term hereof, Tenant's share
of such  taxes  shall be  equitably  prorated  to cover  only the period of time
within the tax fiscal  year  during  which  this Lease  shall be in effect,  and
Landlord shall  reimburse  Tenant to the extent required within thirty (30) days
following expiration of the Term.

     10.2  Definition of "Real Property  Taxes".  As used herein,  the term Real
Property Taxes shall include any form of real estate tax or assessment, general,
special, ordinary or extraordinary,  and any license fee, commercial rental tax,
improvement bond or bonds, levy or tax (other than inheritance,  personal income
or estate taxes)  imposed on the Premises by any authority  having the direct or
indirect power to tax, including any city, state or federal  government,  or any
school,  agricultural,  sanitary,  fire,  street,  drainage or other improvement
district thereof,  as against any legal or equitable interest of Landlord in the
Premises or in the real  property of which the Premises  are a part,  as against
Landlord's right to rent or other income  therefrom,  and as against  Landlord's
business of leasing the  Premises.  Real  Property  Taxes shall also include any
tax,  fee,  levy,  assessment  or charge (i) in  substitution  of,  partially or
totally, any tax, fee, levy assessment or charge hereinabove included within the
definition of Real Property  Taxes or (ii) the nature of which was  hereinbefore
included within the definition of Real Property Taxes.

11.  Utilities.  Tenant  shall pay for water,  gas,  electricity,  and any other
utilities and services  supplied to the Premises  together  with taxes  thereon.
Tenant shall be responsible for any  installation  or hook-up  charge.  Landlord
shall not be liable to Tenant for  interruption in or curtailment of any utility
service,  nor  shall  any  such  interruption  in or  curtailment  constitute  a
constructive eviction or grounds for rental abatement.  If any such services are
not separately metered to Tenant, Tenant shall pay a reasonable proportion to be
determined by Landlord of all charges jointly metered with other premises.

12. Assignment and Subletting.
     12.1  Landlord's  Consent  Required.  Tenant  shall not  voluntarily  or by
operation of law assign, mortgage, sublet, or otherwise transfer or encumber all
or any  part of  Tenant's  interest  in this  Lease or in the  Premises  without
Landlord's prior written consent.  Landlord shall not unreasonably  withhold its
consent to an assignment or sublet,  provided the proposed assignee or sublessee
is reasonably  satisfactory to Landlord as to credit and will occupy and use the
Premises  for  the  same  purposes  specified  in  Paragraph  1.  Any  attempted
assignment,  transfer, mortgage,  encumbrance or subletting without such consent
shall constitute a breach of this Lease and be voidable at Landlord's  election.
Tenant  shall pay to  Landlord  ____  dollars as  compensation  for  expenses in
connection with any request for Landlord's consent by Tenant.

     12.2 No Release of Tenant.  Regardless of Landlord's consent, no subletting
or assignment  shall release Tenant of Tenant's  obligation or alter the primary
liability of Tenant to pay the Rent and to perform all other  obligations  to be
performed by Tenant hereunder. The acceptance of Rent by Landlord from any other
person shall not be deemed to be a waiver by Landlord of any  provision  hereof.
Consent  to one  assignment  or  subletting  shall not be deemed  consent to any
subsequent assignment or subletting.

     12.3 Recapture of Premises.  In connection with any proposed  assignment or
sublease,  Tenant  shall  submit  to  Landlord  in  writing  (a) the name of the
proposed  assignee  or  sublessee,  (b)  such  information  as to its  financial
responsibility and standing as Landlord may reasonably  require,  and (c) all of
the terms and conditions upon which the proposed  assignment or subletting is to
be made.  Landlord  shall have an option to cancel and terminate this Lease with
respect  to all or such  portion  of the  Premises  which is to be  assigned  or
sublet.  Landlord may exercise  said option in writing  within  thirty (30) days
after its  receipt  from  Tenant of such  request  to  assign  or  sublease  the
Premises.  If  Landlord  shall  exercise  its  option,  Tenant  shall  surrender
possession of the entire  Premises,  or the portion thereof which is the subject
of the option.  If this Lease is canceled as to a portion of the Premises  only,
the Rent after the date of cancellation  shall be reduced in the proportion that
the floor  area of the  canceled  portion  bears to the total  floor area of the
Premises.

     12.4 Excess  Sublease  Rental.  If, on account of or in connection with any
assignment or sublease, Tenant receives rent or other consideration in excess of
the Rent called for hereunder, after appropriate adjustments to assure all other
payments called for hereunder are appropriately taken into account, Tenant shall
pay to  Landlord  fifty  percent of the excess of such  payment of rent or other
consideration received by Tenant promptly after its receipt.

                                       3
<PAGE>

13. Defaults; Remedies.
     13.1  Defaults.  The  occurrence of anyone or more of the following  events
shall constitute a material default and breach of this Lease by Tenant:

     (a) The vacating or abandonment of the Premises by Tenant.

     (b) The failure by Tenant to make any payment of Rent or any other  payment
required  to be made by Tenant  hereunder,  as and when due where  such  failure
shall  continue for a period of three (3) days after written notice thereof from
Landlord to Tenant.

     (c) The  failure  by Tenant to observe  or  perform  any of the  covenants,
conditions  or  provisions  of this Lease to be observed or performed by Tenant,
other than described. In Paragraph 13.1(b) where such failure shall continue for
a period of thirty  (30) days after  written  notice  thereof  from  Landlord to
Tenant;  provided,  however, that If the nature of Tenant's default is such that
more than thirty (30) days are  reasonably  required  for its cure,  then Tenant
shall not be deemed to be in default if Tenant  commences  such cure within said
thirty  (30) day  period  and  thereafter  diligently  prosecutes  such  cure to
completion.

     (d)(i) The making by Tenant of any general  arrangement  or assignment  for
the benefit of creditors;  (ii) the filing by or against Tenant of a petition to
have Tenant adjudged  bankrupt or a petition for  reorganization  or arrangement
under any law relating to bankruptcy  (unless,  in the case of a petition  filed
against  Tenant,  the same is  dismissed  within  sixty  (60)  days);  (iii) the
appointment of a trustee or receiver to take possession of substantially  all of
Tenant's  assets located at the Premises or of Tenant's  interest in this Lease,
where  possession is not restored to Tenant within thirty (30) days; or (iv) the
attachment  execution or other judicial seizure of substantially all of Tenant's
assets located at the Premises or of Tenant's interest in this Lease, where such
seizure is not discharged within thirty (30) days.

     (e) The discovery by Landlord that any  financial  statement  given to Land
lord by Tenant,  any assignee of Tenant,  any subtenant of Tenant, any successor
in interest or any guarantor of Tenant's  obligations  hereunder was  materially
false.

     13.2  Remedies.  In the event of any material  default or breach by Tenant,
Landlord  may at any time  thereafter,  with or  without  notice or  demand  and
without limiting  Landlord in the exercise of any right or remedy which Landlord
may have by reason of such default or breach:

     (a)Terminate  Tenant's  right to possession of the Premises,  in which case
this Lease shall terminate and Tenant shall immediately  surrender possession of
the Premises to Landlord.  In such event,  Landlord shall be entitled to recover
from  Tenant all damages  incurred  by  Landlord  by reason of Tenant's  default
including,  but not  limited  to,  the  cost  of  recovering  possession  of the
Premises; expenses of reletting including necessary renovation and alteration of
the  Premises,  reasonable  attorneys'  fees,  and any  real  estate  commission
actually paid;  the worth at the time of award by the court having  jurisdiction
thereof of the amount by which the unpaid Rent for the balance of the Term after
the time of such  award  exceeds  the  amount of such  rental  loss for the same
period that Tenant proves could be reasonably  avoided;  and that portion of the
leasing  commission  paid by Landlord  applicable to the unexpired  Term of this
Lease. Unpaid installments of Rent or other sums shall bear interest at the rate
of twelve percent per annum but not to exceed the maximum rate allowed by law.

     (b) Maintain  Tenant's  right to  possession in which case this Lease shall
continue in effect whether or not Tenant shall have  abandoned the Premises.  In
such event,  Landlord shall be entitled to enforce all of Landlord's  rights and
remedies under this Lease, including the right to recover the Rent as it becomes
due hereunder.

     (c) Pursue any other  remedy now or hereafter  available to Landlord  under
the laws or judicial decisions of the State of California.

     13.3 Default by Landlord.  Landlord shall not be in default unless Landlord
fails to perform obligations  required of Landlord within thirty (30) days after
written  notice by Tenant to Landlord  and to the holder of any mortgage or deed
of trust  covering the Premises  whose name and address  shall have  theretofore
been furnished to Tenant in writing,  specifying  wherein Landlord has failed to
perform such obligations;  provided,  however,  that if the nature of Landlord's
obligation is such that more than thirty (30) days are required for performance,
then Landlord shall not be in default if Landlord  commences  performance within
such thirty (30) day period and  thereafter  diligently  prosecutes  the same to
completion.

     13.4 Late Charges.  Tenant hereby  acknowledges that late payment by Tenant
to Landlord of Rent and other sums due  hereunder  will cause  Landlord to incur
costs  not  contemplated  by this  Lease,  the  exact  amount  of which  will be
extremely  difficult to ascertain.  Such costs include,  but are not limited to,
processing  and  accounting  charges,  and late charges  which may be imposed on
Landlord  by the terms of any  mortgage  or trust deed  covering  the  Premises.
Accordingly,  if any  installment of Rent or any other sum due from Tenant shall
not be received by Landlord or  Landlord's  designee  within five (5) days after
such amount shall be due, then,  without any  requirement  for notice to Tenant,
Tenant shall pay to Landlord a late charge equal to five percent of such overdue
amount.  The parties  hereby  agree that such late charge  represents a fair and
reasonable  estimate of the costs  Landlord will incur by reason of late payment
by  Tenant.  Acceptance  of such  late  charge  by  Landlord  shall  in no event
constitute a waiver of Tenant's default with respect to such overdue amount, nor
prevent  Landlord from  exercising any of the other rights and remedies  granted
hereunder.

14.  Condemnation.  If the  Premises or any portion  thereof are taken under the
power of eminent domain,  or sold under the threat of the exercise of said power
(all of which are herein called  "Condemnation"),  this Lease shall terminate as
to the part so taken as of the date  the  condemning  authority  takes  title or
possession,  whichever first occurs.  If more than ten percent of the floor area
of the  building on the  Premises or more than  twenty-five  percent of the land
area  of the  Premises  which  is not  occupied  by any  building  is  taken  by
Condemnation;  then Tenant may, at Tenant's  option to be  exercised  in writing
only within ten (10) days after  Landlord shall have given Tenant written notice
of such taking (or in the absence of such notice, within ten (10) days after the
condemning  authority shall have taken  possession),  terminate this Lease as of
the date the  condemning  authority  takes such  possession.  If Tenant does not
terminate this Lease in accordance  with the foregoing,  this Lease shall remain
in full force and effect as to the  portion of the  Premises  remaining,  except
that the Rent shall be reduced in the proportion that the floor area taken bears
to the total floor area of the building  situated on the Premises.  No reduction
in Rent  shall  occur  if the only  area  taken  is that  which  does not have a
building  located  thereon.  Any award for the  taking of all or any part of the
Premises  under the power of eminent  domain or any payment made under threat of
the exercise of such power shall be the property of Landlord, whether such award
shall be made as  compensation  for  diminution in value of the leasehold or for
the taking of the fee, or as severance damages;  provided,  however, that Tenant
shall be entitled to any award for loss or damage to Tenant's trade fixtures and
removable personal  property.  In the event that this Lease is not terminated by
reason of such Condemnation,  Landlord shall, to the extent of severance damages
received by Landlord in connection with such Condemnation,  repair any damage to
the Premises  caused by such  Condemnation  except to the extent that Tenant has
been  reimbursed  therefor by the  condemning  authority.  Tenant  shall pay any
amount in excess of such severance damages required to complete such repair.

15.  Examination  of Lease.  Submission of this  instrument  for  examination or
signature  by Tenant does not  constitute a  reservation  of or option to lease.
This  instrument  is not effective as a lease or otherwise  until  execution and
delivery by Landlord and Tenant.

16.  Estoppel Certificate.

     (a) Tenant  shall upon ten (10) days prior  written  notice  from  Landlord
execute,  acknowledge  and  deliver to  Landlord  a  statement  in  writing  (i)
certifying  that this Lease is  unmodified  and in full force and effect (or, if
modified,  stating  the nature of such  modification  and  certifying  that this
Lease,  as so  modified,  is in full force and effect) and the date to which the
Rent and other charges are paid in advance,  if any, and (ii) acknowledging that
there are not,  to  Tenant's  knowledge,  any  uncured  defaults  on the part of
Landlord  hereunder,  or specifying  such defaults if any are claimed.  Any such
statement  may be  conclusively  relied  upon by any  prospective  purchaser  or
encumbrancer of the Premises.

     (b) At Landlord's option, Tenant's failure to deliver such statement within
ten (10) days of receipt of written  notice  shall be a material  breach of this
Lease or shall be  conclusive  upon  Tenant (i) that this Lease is in full force
and effect, without modification except as may be represented by Landlord,  (ii)
that there are no uncured defaults in Landlord's performance, and (iii) that not
more than one month's Rent has been paid in advance.

     (c) If Landlord desires to finance,  refinance or sell the Premises, or any
part thereof,  Tenant  hereby agrees upon ten (10) days prior written  notice to
deliver to Landlord  such  financial  statements  of Tenant as may be reasonably
required by a lender or purchaser.  Such statement shall include the most recent
three years' financial statements of Tenant. All such financial statements shall
be received by Landlord in  confidence  and shall be used only for the  purposes
herein set forth.

17.  Landlord's  liability.  Whenever  Landlord  conveys  its  interest  in  the
Premises,  Landlord  shall  be  automatically  released  from all  liability  as
respects the further  performance  of  covenants on the part of Landlord  herein
contained  provided  the assignee  executes an  assumption  agreement  expressly
agreeing to assume all of Landlord's  obligations with respect to this Lease. If
requested,  Tenant shall execute a form of release and such other  documentation
as may be required to further  effect these  provisions.  Tenant  agrees to look
solely to Landlord's estate and interest in the Premises for the satisfaction of
any  liability,  duty or  obligation of Landlord in respect to this Lease or the
relationship  of Landlord and Tenant  hereunder  and no other assets of Landlord
shall be subject to any liability  therefor.  Tenant agrees it will not seek and
hereby waives any recourse against the individual partners, directors, officers,
employees or  shareholders  of Landlord or any of their personal assets for such
satisfaction.

18. Severability. The invalidity of any provision of this Lease as determined by
a court of  competent  jurisdiction  shall in no way affect the  validity of any
other provision hereof.


19. Interest on Past-Due Obligations.  Except as expressly herein provided,  any
amount  due to  Landlord  not paid when due shall bear  interest  at the rate of
twelve  percent per annum but not  exceeding  the maximum  rate  allowed by law.
Payment of such interest shall not cure any default by Tenant.

20.  Time of Essence. Time is of the essence.

21.  Additional  Rent. Any monetary  obligations of Tenant to Landlord under the
terms of this Lease shall be deemed to be rent.

22.  Incorporation  of Prior  Agreements;  Amendments.  This Lease  contains all
agreements of the parties with respect to any matter mentioned  herein. No prior
agreement or  understanding  pertaining  to any such matter shall be  effective,
This Lease may be modified in writing only, signed by the parties in interest at
the time of the modification.
                                       4
<PAGE>

23. Notices.  Any notice required or permitted to be given hereunder shall be in
writing and may be given by personal service,  overnight  delivery service or by
certified mail,  return receipt  requested.  Notice shall be deemed given on the
date of  delivery as shown on the  delivery  service or postal  receipt.  Either
party may by  notice  to the  other  specify  a  different  address  for  notice
purposes,  except that,  upon Tenant's  taking  possession of the Premises,  the
Premises shall constitute  Tenant's  address for notice purposes.  A copy of all
notices to be given to Landlord  hereunder shall be concurrently  transmitted by
Tenant to such parties at such addresses as Landlord may hereafter  designate by
notice to Tenant.

24.  Waivers.  No waiver by Landlord of any  provision  hereof shall be deemed a
waiver of any other  provision  hereof or of any subsequent  breach by Tenant of
the same or any other  provision.  Landlord's  consent to or approval of any act
shall not be deemed to render unnecessary the obtaining of Landlord's consent to
or approval of any subsequent act by Tenant. The acceptance of Rent hereunder by
Landlord  shall  not be a waiver  of any  preceding  breach  by Tenant or of any
provision hereof, other than the failure of Tenant to pay the particular Rent so
accepted,  regardless of Landlord's  knowledge of such  preceding  breach at the
time of acceptance  of such Rent.  Partial or  incomplete  payments  accepted by
Landlord shall not be a waiver or considered an accord and  satisfaction  of any
amounts due.

25.  Captions. Paragraph captions are not a part hereof.

26.  Holding Over.  If Tenant  remains in possession of the Premises or any part
thereof after the expiration of the Term without the express  written consent of
Landlord,  such  occupancy  shall be a tenancy  from  month to month at a rental
equal to the Rent during the last month of the Term  increased  by ____  percent
and upon all the terms hereof applicable to a month-to-month tenancy.

27.  Cumulative  Remedies.  No  remedy  or  election  hereunder  shall be deemed
exclusive but shall, wherever possible, be cumulative with all other remedies at
law or in equity.

28. Covenants and Conditions. Each provision of this Lease performable by Tenant
shall be deemed both a covenant and a condition.

29. Binding Effect. Choice of Law Subject to the provisions of Paragraphs 12 and
17,  this Lease  shall be binding  upon and inure to the  benefit of the parties
hereto and their respective successors, assigns and legal representatives.  This
Lease shall be governed  by the laws of the State of  California.  The venue for
hearing litigation shall be in Orange County, California.

30.  Subordination.

     (a) This Lease,  at landlord's  option,  shall be subordinate to any ground
lease,  mortgage,  deed of trust, or any other  hypothecation or security now or
hereafter  placed upon the real property of which the Premises are a part and to
all advances made on the security thereof and to all modifications, replacements
and extensions thereof.  Landlord's election to subordinate this Lease shall not
be effective  unless the ground lessor,  mortgagee or trustee shall execute with
Tenant a  nondisturbance  agreement  recognizing  that  Tenant's  right to quiet
possession  of the  Premises  shall not be disturbed if Tenant is not in default
and so long as  Tenant  shall  pay the  Rent and  observe  and  perform  all the
provisions of this Lease. If any mortgagee, trustee or ground lessor shall elect
to have this Lease  prior to the lien of its  mortgage,  deed of trust or ground
lease,  and shall give  written  notice  thereof to Tenant,  this Lease shall be
deemed prior to such  mortgage,  deed of trust,  or ground  lease,  whether this
Lease is dated prior or subsequent to the date of said  mortgage,  deed of trust
or ground lease or the date of recording thereof.

     (b) Tenant  agrees to execute  any  documents  required  to  effectuate  an
attornment,  a  subordination  or to make  this  Lease  prior to the lien of any
mortgage, deed of trust or ground lease, as the case may be. Tenant's failure to
execute  such  documents  within  ten  (10)  days  after  written  demand  shall
constitute a default by Tenant  hereunder,  or at  Landlord's  option,  Landlord
shall execute such  documents on behalf of Tenant as Tenant's  attorney-in-fact.
Tenant does hereby make, constitute and irrevocably appoint Landlord as Tenant's
attorney-in-fact  and  in  Tenant's  name,  place  and  stead  to  execute  such
documents.

31.  Attorney's  Fees.  If  Landlord  or Tenant  brings an action to enforce its
respective  rights hereunder,  the unsuccessful  party therein agrees to pay all
costs incurred by the prevailing party therein,  including reasonable attorney's
fees and court costs to be fixed by the court.

32.  Landlord's  Access.  Landlord and Landlord's agents shall have the right to
enter the Premises at reasonable  times for the purpose of inspecting  the same,
showing the same to prospective purchasers, lenders, or tenants, and making such
alterations,  repairs,  improvements  or  additions  to the  Premises  or to the
building of which they are a part as Landlord may deem  necessary or  desirable.
Landlord  may at any time during the last one hundred  twenty  (120) days of the
Term  hereof  place on or about the  Premises  any  ordinary  "For Sale" or "For
Lease" signs, all without rebate of Rent or liability to Tenant.

33.  Auctions.  Tenant shall not conduct any auction  without  Landlord's  prior
written consent.

34. Signs.  Any sign placed on the Premises  shall contain only Tenant's name or
the name of any affiliate of Tenant  actually  occupying  the  Premises,  but no
advertising  matter.  No such sign shall be erected  until  Tenant has  obtained
Landlord's  written  approval of the  location,  materials,  size,  design,  and
content thereof and any necessary permit therefor.  Tenant shall remove any such
sign upon  termination  and return the Premises to their  condition prior to the
placement of said sign.

35.  Merger.  The  voluntary or other  surrender  of this Lease by Tenant,  or a
mutual  cancellation  thereof,  or a termination  by Landlord,  shall not work a
merger and shall at the option of the  Landlord,  terminate  all or any existing
subtenancies  or may, at the option of  Landlord,  operate as an  assignment  to
Landlord of any or all of such tenancies.

36.  Easements,  Boundary  Changes.  Landlord reserves to itself the right, from
time to time, to grant such  easements,  rights,  dedications and enact boundary
and common area  configuration  adjustments  that  Landlord  deems  necessary or
desirable and to cause the recordation of parcel maps and restrictions,  so long
as they do not  unreasonably  interfere  with the use of the Premises by Tenant.
Tenant shall sign any of the  aforementioned  documents upon request of Landlord
and failure to do so shall constitute a breach of this Lease by Tenant.

37. Quiet Possession.  Upon Tenant's paying the Rent,  additional rent and other
sums  provided  hereunder and observing  and  performing  all of the  covenants,
conditions  and  provisions  on  Tenant's  part  to be  observed  and  performed
hereunder,  Tenant  shall have quiet  possession  of the Premises for the entire
Term hereof, subject to the provisions of this Lease.

38. Authority. If Tenant is a corporation, trust or partnership, each individual
executing this Lease on behalf of such entity represents and warrants that he is
duly  authorized to execute and deliver this Lease on behalf of said entity.  If
Tenant is a corporation, trust or partnership,  Tenant shall, within thirty (30)
days after  execution  of this  Lease,  deliver  evidence of such  authority  to
Landlord.

See Addendum attached.

The Parties hereto have executed this Lease on the dates immediately above their
respective signatures.

Dated:                                 Dated: 8/9/02
Hansen Beverage Company,               44 Promenade Partnership L.P.,
A Delaware corporation                 a California limited partnership
                                       By: Investment Building Group
                                           a California corporation
                                       Its: general partner
                                       By: /s/ Jack M. Langson
                                       Jack M. Langson, President

      "Tenant"                                    "Landlord"

                                       5
<PAGE>

                      ADDENDUM TO LEASE DATED JULY 25, 2002

                                     BETWEEN

                       HANSEN BEVERAGE COMPANY ("TENANT")

                                       AND

                   44 PROMENADE PARTNERSHIP L.P. ("LANDLORD")



     39.  Stipulated  Amount  for  Reimbursement  for  Taxes.   Insurance,   and
Maintenance  Expenses.  Landlord agrees to limit the ____% Tenant's share of the
property  taxes,  insurance  and  maintenance  expenses  during the first twelve
months of  occupancy  to _____  Dollars  ($_____)  per month  excluding  utility
charges,  fire alarm  service  and the cost of any  repairs or damage  caused by
Tenant.  In the event of an increase in the floor area occupied by Tenant,  this
stipulated  amount will be  adjusted on a pro rata basis.  In the event that the
actual  expenses  for  taxes,  insurance,  and  maintenance  are  less  than the
stipulated amount, the difference shall not be refundable to Tenant.

     40. Option to Terminate/Holding/Over. Either party may terminate this Lease
upon at least  fifteen (15) days prior  written  notice to the other.  If Tenant
remains in  possession  of the Premises or any part  thereof  after the date set
forth in a written  notice of  termination  or after the  expiration of the Term
without the express  written  consent of  Landlord,  such  occupancy  shall be a
tenancy from  month-to-month at a rental equal to the Rent during the last month
of the Term  increased  by  fifty  percent  (50%)  and  upon  the  terns  hereof
applicable to a month-to-month tenancy.

     41.  Option to Expand  Premises.  In the event  that  Landlord  anticipates
leasing  either  the  Premises  and/or  the  remaining  space in Unit 101 of the
building to another party,  Landlord will give Tenant three (3) business days to
execute an  agreement  under the terms  proposed by Landlord  which shall be the
same as proposed to the other party.  If such  agreement is not executed in said
three (3) days, Landlord shall then be free to complete the transaction with the
third party.

<PAGE>

                            FIRST AMENDMENT TO LEASE
                                 BY AND BETWEEN
                       HANSEN BEVERAGE COMPANY ("TENANT")
                                      AND
                   44 PROMENADE PARTNERSHIP L.P. ("LANDLORD")

     This First  Amendment  dated (for reference ) January 21, 2003 to the above
said  Lease  shall  modify the terms  thereof,  commencing  February  1, 2003 as
outlined below:

Premises:  Approximately 38,400 square feet as shown in Exhibit "A-1".

Term:  Extended through March 31, 2005.  (See termination option below.)

Rent:  $____ per month.

Taxes, Insurance and Maintenance Reserve Deposit:  $____ per month.

Tenant's Share of:  Real Property Taxes
                    Insurance Expenses
                    Maintenance Expenses:  ____%

Paragraphs 39, 40 and 41 of the Addendum:  Deleted.

New  Paragraph 42: Tenant's Option to Terminate/Holding  Over:  Commencing April
     1, 2003, Tenant may terminate the Lease by providing Landlord with at least
     120 days prior  written  notice.  If Tenant  remains in  possession  of the
     Premises or any part thereof  after the date set forth in a written  notice
     of  termination  or after the  expiration  of the Term  without the express
     written  consent of the Landlord,  such  occupancy  shall be a tenancy from
     month-to-month  at a rental  equal to the Rent during the last month of the
     Term increased by fifty percent (50%) and upon the terms hereof  applicable
     to a month-to-month tenancy.

All other provisions of the Lease remain unchanged.

Hansen Beverage Company                 44 Promenade Partnership L.P.,
a Delaware Corporation                  a California limited partnership

By: /s/ HILTON SCHLOSBERG               By: Investment Building Group
   ----------------------                   a California corporation,
                                            general partner
Its: Vice Chairman
    ---------------------
                                            By: /s/ JACK M. LANGSON
                                               ------------------------
                                                Jack M. Langson, President
        "TENANT"                                    "LANDLORD"

</TEXT>
</DOCUMENT>
