TABLE OF CONTENTS

					Page
ARTICLE I DEFINITIONS, CONSTRUCTION					1
1.1		Definitions			1
1.2		Construction			7
ARTICLE II CLOSING					7
2.1		Closing			7
ARTICLE III PURCHASE AND SALE OF STOCK					7
3.1		Purchase and Sale of Stock			7
ARTICLE IV PURCHASE PRICE					7
4.1		Purchase Price			7
4.2		Purchase Price Adjustment			13
ARTICLE V REPRESENTATIONS AND WARRANTIES					15
5.1		Representations and Warranties of the Minoru Shareholders			15
5.2		Representations and Warranties of Amani			15
5.3		Representations and Warranties of Buyer			25
ARTICLE VI COVENANTS					27
6.1		Further Assurances			27
6.2		Confidentiality			27
6.3		Public Announcements			27
6.4		Access to Information and Facilities			27
6.5		Operating Covenants			27
6.6		No Shop			28
6.7		Sales and Transfer Tax Expenses			29
6.8		Employees			29
ARTICLE VII CONDITIONS TO CLOSING; CLOSING DELIVERIES					29
7.1		Buyers Conditions to Closing			29
7.2		The Selling Shareholders Conditions to Closing			30
7.3		Selling Shareholders Closing Deliveries			31
7.4		Buyers Closing; Deliveries			31
7.5		Mutual Deliveries			32
ARTICLE VIII INDEMNIFICATION					32

TABLE OF CONTENTS
(continued)

					Page
8.1		Indemnification by the Selling Shareholders and Economy			32
8.2		Indemnification by Buyer			33
8.3		Survival			33
8.4		Limitations			33
8.5		Third-Party Claims			34
ARTICLE IX TERMINATION					35
9.1		Termination			35
9.2		Effect of Termination			35
ARTICLE X MISCELLANEOUS					35
10.1		Assignment			35
10.2		Notices			35
10.3		Expenses; Attorneys Fees			36
10.4		Governing Law; Forum			37
10.5		Partial Invalidity: Injunctive Rights			37
10.6		Execution in Counterparts: Facsimile Signatures			38
10.7		Entire Agreement; Amendments and Waivers			38
10.8		Time of Essence			38

EXHIBITS

EXHIBIT A		Consulting and Non-Competition Agreement
EXHIBIT B		Current Assets and Liabilities
EXHIBIT C		Noncompetition Agreement
EXHIBIT D		Purchase Note
EXHIBIT E		Letter of Credit
EXHIBIT F		Control Agreement
SCHEDULES
Schedule 3.1		Stock Ownership
Schedule 4.1		Payment of Consideration
Schedule 5.2(a)(ii)		Amani Ownership
Schedule 5.2(d)		Non-Contravention
Schedule 5 2(e)(i)		Financial Statements
Schedule 5.2(e)(iii)		No Material Adverse change
Schedule 5.2(f)(ii)		Title Exceptions
Schedule 5.2(g)(i)		Helios Capitalization
Schedule 5.2(g)(ii)		Pride Capitalization
Schedule 5.2(g)(iii)		Options and Other Convertible Securities
Schedule 5.2(h)(i)		Leased Real Estate
Schedule 5.2(h)(ii)		Owned Real Estate
Schedule 5.20)		Litigation
Schedule 5.2(k)		Legal Compliance
Schedule 5.2(1)		Insurance
Schedule 5.2(in)		Environmental Laws and Regulations
Schedule 5.2(n)		Permits
Schedule 5.2(o)		Material Contracts
Schedule 5.1(p)		Labor and Employment Matters
Schedule 5.2(q)		Benefit Plans
Schedule 5.2(r)		Intellectual Property
Schedule 5.2(s)		Affiliated Transactions
Schedule 5.2(u)(i)		Material Customers
Schedule 52(u)(ii)		Material Suppliers
Schedule 521(v)		Equipment

STOCK PURCHASE AGREEMENT

     THIS STOCK PURCHASE AGREEMENT, entered into as of July 27, 2006, by and among George Economy (Economy), an individual residing in Bainbridge Island, Washington, Amani Holdings, LLC, a Minnesota limited liability company (Amani) and the other Persons listed as stockholders of Helios Nutrition, Ltd., a Minnesota corporation (Helios), on Schedule 2.1 (the Minority Shareholders) (Amani and the Minority Shareholders are hereinafter sometimes collectively referred to as the Selling Shareholders), Pride of Main Street Dairy, LLC (Pride), a Minnesota limited liability company, and Lifeway Foods, Inc. (Lifeway ), Illinois corporation(Buyer).

WITNESSETH THAT:

     WHEREAS, Helios Nutrition Ltd., a Minnesota corporation (Helios), is engaged in the business of marketing, distributing and selling organic kefir (the Helios Business); and

     WHEREAS, as of the Closing (as hereinafter defined) the Selling Shareholders will own all of the issued and outstanding common stock of Helios (the Stock);

     WHEREAS, Pride is engaged in the business of fluid milk and kefir processing (the Pride Business) and as of the Closing shall be a wholly-owned subsidiary of Helios; and

     WHEREAS, pursuant to and subject to the terms and conditions set forth in this Agreement, the Selling Shareholders desire to sell to Lifeway and Lifeway desires to purchase from the Selling Shareholders all of the Stock.

     NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS, CONSTRUCTION

     1.1 Definitions. All initially-capitalized terms used in this Agreement shall have the meanings given to such terms in this Section 1.1 below:

     Acquisition Transaction has the meaning ascribed to it in Section 6.6 of this Agreement.

     Additional Lifeway Shares has the meaning ascribed to it in Section 4.1 of this Agreement.

     Affiliate means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such. Person. As used in this definition, control shall mean possession, directly or indirectly, of power to direct the management or policies of a Person through the ownership of the securities of such Person.

     Agreement means this Stock Purchase Agreement, executed by and among Buyer, Economy and the Selling Shareholders on the date set forth above. Amani means Amani Holdings LLC, a Minnesota limited liability company.

     Ancillary Agreements means the other agreements and instruments to be executed and delivered pursuant hereto, including, without limitation, the Purchase Note, the Noncompetition Agreement and the Consulting and Noncompetition Agreement.

     Basket has the meaning ascribed to it in Section 8.4 of this Agreement. Benefit Plans means any and all profit sharing plans, bonus plans, incentive compensation plans, stock ownership plans, stock purchase plans, stock option plans, stock appreciation plans, retirement plans, employee insurance plans, severance plans, disability plans, health care plans, death benefit playas and each Pension Plan and Multiemployer Plan.

     Broker has the meaning ascribed to it in Section 4.1 (iv) of this Agreement. Businesses means, collectively, the Helios Business and the Pride Business.

     Buyer has the meaning ascribed to it in the introductory paragraph of this Agreement. Cap has the meaning ascribed to it in Section 8.4 of this Agreement. Closing has the meaning ascribed to it in Article 1. Closing Date means the date on which Closing occurs.

     Closing Date Balance Sheet has the meaning ascribed to it in Section 4.2(a)(i) of this Agreement.

     Closing Date Working Capital has the meaning ascribed to it in Section 4.2(a)(ii) of this Agreement.

     Closing Lifeway Stock Price has the meaning ascribed to it in Section 4.1(iii) of this Agreement.

     COBRA means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and the regulations (including proposed regulations) thereunder.

     Code means the Internal Revenue Code of 1986, as amended.

     Companies shall mean collectively Helios and Pride.

     Consulting and Noncompetition Agreement means that certain Consulting and Noncompetition Agreement made by Economy in favor of Buyer and delivered at Closing in the form of Exhibit A attached hereto.