<SEQUENCE>6

<FILENAME>0006.txt

<DESCRIPTION>SHAREHOLDERS' RIGHTS AGREEMENT

<TEXT>





<PAGE>









                                  ODWALLA, INC.





                         SHAREHOLDERS' RIGHTS AGREEMENT





                                   May 2, 2000















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                                Table of Contents



      Pages



1.    GENERAL................................................................2



      1.1   Definitions......................................................2



2.    REGISTRATION...........................................................4



      2.1   Demand Registrations.............................................4

      2.2   Company Registration.............................................5

      2.3   Additional Procedures in Connection with Underwritten

            Offerings; Lockups; Cutbacks.....................................6

      2.4   Expenses of Registration.........................................7

      2.5   Obligations of the Company.......................................8

      2.6   Termination of Registration Rights...............................9

      2.7   Company Lockup..................................................10

      2.8   Indemnification.................................................10

      2.9   Assignment of Registration Rights...............................12

      2.10  Participation by Shareholders...................................12

      2.11  Reports Under Securities Exchange Act of 1934...................13



3.    RIGHT OF FIRST OFFER; CO-SALE RIGHTS..................................13



      3.1   Notice of Intended Disposition..................................13

      3.2   Exercise of Right by the Company................................14

      3.3   Non-Exercise of Right of First Refusal..........................14

      3.4   Closing of Sale of Target Shares................................14

      3.5   Assignment......................................................15

      3.6   Co-Sale Rights in Sales by a Transferring Shareholder...........15

      3.7   Exempt Transfers................................................16

      3.8   Termination.....................................................16



4.    VOTING AGREEMENT......................................................16



      4.1   Election of Members of the Board of Directors...................16

      4.2   Termination of Voting Agreement.................................17



5.    OTHER AGREEMENTS......................................................17



      5.1   Information Rights..............................................17

      5.2   Restrictive Legend..............................................18

      5.3   Shareholder Lockup..............................................18

      5.4   Standstill......................................................18



6.    MISCELLANEOUS.........................................................18







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      6.1   LLC Shares......................................................18

      6.2   Amendment of LLC Agreement......................................18

      6.3   Governing Law...................................................18

      6.4   Termination of Existing Rights Agreement........................18

      6.5   Successors and Assigns..........................................18

      6.6   Severability....................................................18

      6.7   Amendment and Waiver............................................18

      6.8   Delays or Omissions.............................................18

      6.9   Notices.........................................................18

      6.10  Attorneys' Fees.................................................18

      6.11  Titles and Subtitles............................................18

      6.12  Counterparts....................................................18

      6.13  Construction....................................................18

      6.14  Entire Agreement................................................18







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                                  ODWALLA, INC.



                         SHAREHOLDERS' RIGHTS AGREEMENT





      This SHAREHOLDERS' Rights Agreement (this "Agreement") is entered into as

of May 2, 2000, by and among Odwalla, Inc., a California corporation (the

"Company"), Samantha Investors, LLC, a Massachusetts limited liability company,

and those shareholders of the Company and other Persons listed on Schedule 1

hereto (together with these permitted successors and assigns hereunder,

collectively the "Shareholders").



                                    RECITALS



      A.    The Company previously entered into that certain Investors' Rights

            Agreement, dated as of January 29, 1999, with Catterton-Simon

            Partners III, L.P. ("Catterton") in connection with the acquisition

            by Catterton of certain shares of Series A Preferred Stock of the

            Company (the "Existing Rights Agreement"). On or before the date

            hereof, Catterton has converted such shares of Series A Preferred

            Stock together with those additional shares of Series A Preferred

            Stock Catterton received from the Company on June 30, 1999 and

            December 31, 1999 as a stock dividend into Common Stock of the

            Company. The Company and Catterton wish to have this Agreement

            supersede and terminate the Existing Rights Agreement.



      B.    The Company, Orange Acquisition Sub, a Maine corporation ("Merger

            Sub"), and Fresh Samantha, Inc., a Maine corporation ("Samantha"),

            have entered into that certain Agreement and Plan of Merger, dated

            as of February 2, 2000 (the "Merger Agreement"), to effectuate the

            merger (the "Merger") of Merger Sub with and into Samantha with

            Samantha as the surviving corporation and wholly-owned subsidiary of

            the Company.



      C.    Upon consummation of the Merger, the Shareholders identified as

            "Samantha Shareholders" on Schedule 1 attached hereto will exchange

            certificates formerly representing shares of the capital stock of

            Samantha for shares of the Common Stock of the Company.



      D.    Concurrent with the Closing of the Merger, the Company expects to

            consummate a transaction pursuant to which it will issue and sell up

            to Six Million Dollars ($6,000,000) of Common Stock to WP and

            Catterton.



                                    AGREEMENT



      NOW, THEREFORE, in consideration of the mutual promises, representations,

warranties, covenants and conditions set forth in this Agreement, the parties

mutually agree as follows:





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1. GENERAL



      1.1 Definitions.



      In addition to those terms otherwise defined herein, as used in this

Agreement, the following terms shall have the following respective meanings:



      "Acquisition Proposal" shall mean (a) a bona fide, written proposal, which

proposal includes all material terms of a proposed transaction, received by the

Board of Directors of the Company from any person or Group (as such term is

defined in Section 13(d)(3) of the Exchange Act) proposing to enter into a

transaction with the Company or the Company's shareholders which, if effected,

result in such person or group acquiring more than 50% of the voting securities

of the Company, (b) a tender offer or exchange offer seeking to acquire 50% or

more of the outstanding shares of voting securities of the Company or (c) a

public announcement of the commencement of a bona fide proxy or consent

solicitation subject to Section 14 of the Exchange Act to remove a majority of

the Board of Directors.



      "Affiliate" shall mean a person or entity that directly or indirectly,

through one or more intermediaries, controls or is controlled by, or is under

common control with, the person specified.



      "Bain Shareholders" shall mean, collectively, Bain Capital Fund VI,

L.P. and its Affiliates.



      "Closing" shall have the meaning given such term in the Merger Agreement.



      "Common Stock" shall mean the common stock of the Company.



      "Exchange Act" means the Securities Exchange Act of 1934, as amended and

any successor rule or regulation thereto, and in the case of any referenced

section of such rule, any successor section thereto, collectively and as from

time to time amended and in effect.



      "Holder" means any person owning or having the right to acquire

Registrable Securities or any assignee thereof.



      "LLC" means Samantha Investors, LLC, a Massachusetts limited liability

company.



      "Majority Participating Holders" means, with respect to any registration

of Registrable Securities, the holder or holders at the relevant time of at

least a majority of the Registrable Securities to be included in the

registration statement in question.



      "NASD" shall mean the National Association of Securities Dealers, Inc.

(or its successor).



      "Permitted Transferee" shall mean, as to any Shareholder, (a) any

Affiliate, partner, retired partner, member, retired member, or other holder of

equity interests of such Shareholder and (b) any family member of such

Shareholder or any domestic partner of such Shareholder or





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any trust, partnership, limited liability company, custodianship or fiduciary

account for the benefit of a Shareholder and/or members of his or her family or

his or her domestic partner.



      "Register," "registered," and "registration" refer to a registration

effected by preparing and filing a registration statement in compliance with the

Securities Act, and the declaration or ordering of effectiveness of such

registration statement or document.



      "Registrable Securities" means (i) the Stock, (ii) any Common Stock issued

as (or issuable upon the conversion or exercise of any preferred stock warrant,

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