Childrens Beverage Group Inc Watch

from 10KSB/A ~5 pages Rental Agreement for Office Facilities

from 10KSB ~5 pages Material contract

from 10QSB ~5 pages Promissory Note of the Company

from 10KSB40 ~10 pages Security Agreement

from 10KSB40 ~5 pages Payment in Lieu of Tax Agreement

from 10KSB40 ~5 pages Pledge and Assignment

from 10KSB40 1 page <page> the Children's Beverage Group, Inc. Promissory Note Date of Note: January 2, 1999 Borrower: The Children's Beverage Group, Inc. 330 Melvin Drive Northbook, Illinois 60062 Leader: Jon A. Darmstadter C/O the Children's Beverage Group, Inc. 330 Melvin Drive Northbook, Illinois 60062 Principal Amount: Varying, See Below Interest Rate: 12.0%, Compounded Quarterly Promise to Pay: The Children's Beverage Group, Inc. ("Borrower") Promises to Pay to Jon A. Darmstadter ("Lender"), on Order, in Lawful Money of the United States of America, the Principal Amount, as Hereinafter Defined, Together With Interest on the Unpaid Outstanding Principal Balance as Demanded by Lender. Interest Shall Be Calculated From the Date of Each Advance Until Repayment of Each Advance With Compounding as of the Quarterly Dates, as Follows: March 31/St/, June 30/Th/, September 30/Th/, and December 31/St/ (The "Compounding Date" or "Compounding Date"). Principal Balance: The Principal Balance Is Defined as of Any Date as Representing the Sum of Amounts Advanced by the Lender Up to That Date and Shall Be Reduced by Any Repayments of the Principal Balance or Interest Made by the Borrower as of That Date. if the Date of Calculation Corresponds With a Compounding Date, the Principal Balance Will Also Include the Interest Accrued as of That Compounding Date. General Provisions: This Promissory Note Is Payable on Demand. the Borrower Promises to Pay All Reasonable Attorney's Fees Incurred by the Lender in Enforcing Any Right or Remedy Hereunder. All Parties Agree That Lender May Modify This Promissory Note Without the Consent of or Notice to Anyone Other Than the Borrower With Whom Such Modification Shall Be Made in Writing, Signed by Both Parties. Agreed and Signed This 2/Nd/ Day of January, 1999. Dated Borrower: The Children's Beverage Group, Inc. by Edward Ferry Vice President /S/ Edward R. Ferry Lender: Jon A. Darmstadter /S/ Jon A. Darmstadter 36

from 10KSB40 ~5 pages Contract to Purchase

from 10KSB40 1 page <page> Amendment No. 1 to [License] Agreement This Amendment No. 1 to the Agreement (This "Amendment") Is Made and Entered Into as of January 1, 2000, by and Between Jon D. Darmstadter ("Licensor") and the Children's Beverage Group, a Delaware Corporation ("Licensee"). Recitals A. Licensor and Licensee Entered Into That Certain Agreement Dated September 14, 1999 (The "Contract"). B. Pursuant to Section 3 of the Contract, Licensor Is Entitled to Certain Payments to Be Determined. C. the Parties Desire to Modify the Provisions of the Contract as Set Forth Herein. Now, Therefore, in Consideration of the Foregoing Recitals and the Mutual Promises Contained Herein, Stockholders and Trustee Agree as Follows: 1. Amendment to Section 3 of the Contract. Section 3 of the Contract Is Hereby Amended by Deleting Subsections A. and B. and Substituting Therefor the Following: "A. License Payment. for the License Granted in Paragraph 2. of This Agreement, the Licensee Shall Pay Licensor an Annual Fee Equal to $1.00." in Addition, Subsection 3.c. Shall Be Renumbered and Become Subsection 3.b. 2. Effectiveness of Contract. Except as Expressly Provided Herein, Nothing in This Amendment Shall Be Deemed to Waive or Modify Any of the Provisions of the Contract, or Any Amendment or Addendum Thereto. in the Event of Any Conflict Between the Contract, This Amendment or Any Other Amendment or Addendum Thereof, the Document Later in Time Shall Prevail. 3. Counterparts. This Agreement May Be Executed in Two or More Counterparts, Each of Which Shall Be Deemed an Original but All of Which Together Shall Constitute One and the Same Instrument. <page> in Witness Whereof, the Parties Hereto Have Executed This Amendment as of the Date First Above Written. By: /S/ Jon Darmstater Jon D. Darmstadter the Children's Beverage Group, Inc. By: /S/ Edward R. Ferry Edward R. Ferry, Authorized Officer

from 10SB12G/A ~5 pages Amended and Restated Employment Agreement

from 10SB12G 1 page Assignment & Assumption Agreement

from 10SB12G ~10 pages Patent License Agreement