Ultimate Juice Company (now Naked Juice)

November 30, 2003

      Compass Advisers, LLP ("Compass") is pleased to announce a multi-part transaction reorganizing the Ultimate Juice Company ("Ultimate Juice").  Compass acted as exclusive financial advisor to Ultimate Juice, working closely with its financial sponsor North Castle Partners, LLC ("North Castle") in the sale of family-owned M.H. Zeigler & Sons ("Zeigler's") to Clearview Capital, LLC in partnership with management.

      Zeigler's, then the country's largest manufacturer and distributor of refrigerated apple cider and cider blends sold primarily through the grocery channel, had achieved consistent growth in recent years by broadening its distribution outside its traditional northeastern stronghold and by introducing Zeigler's brand lemonades and iced teas.  Ultimate Juice sold Zeigler's as part of its strategic objective to refocus the business on its core product offering, Naked Juice super-premium smoothies.  Compass conducted a broad sales process, actively advising and negotiating Ultimate Juice on both the strategic and financial aspects of this transaction, which closed on July 11, 2003.

      Following the sale, Ultimate Juice was re-branded to "Naked Juice," and the company underwent a complete reorganization for which Compass helped raise capital.  Compass and North Castle identified sources of private capital that would allow Naked Juice to achieve its goals, and a preferred stock financing from Valence Capital Management, LP was completed in November 2003.  Compass' historical relationships in the financial sponsor and mezzanine capital communities allowed us to pursue these discussions in a time-sensitive, discreet manner, assisting our client meet its strategic objectives.