Exhibit 5
AGREEMENT WITH RESPECT TO THE JOINT FILING OF SCHEDULE 13D
The undersigned agree, in accordance with the provisions of
Regulation Section 240.13d-1 (f) (1) of the Securities Exchange Act of
1934, as amended (the "Act") to the joint filing of Schedule 13D of the Act
pertaining to their ownership of securities of Odwalla, Inc., a California
corporation. The undersigned further agree, each person or entity on whose
behalf such statement is filed is responsible for its timely filing and for
the timely filing of any amendment thereto and for the completeness and
accuracy of the information concerning each person or entity contained
therein.
This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned executed this Agreement
this 12th day of May, 2000.
XXXXXXXXXXX XXXXXXX GROUP, INC.
By /s/ Xxxxx X. Xxxxxxxxx
-------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Chief Financial Officer
WP MANAGEMENT PARTNERS, L.L.C.
By /s/ Xxxxx X. Xxxxxxxxx
-------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Treasurer
U.S. EQUITY PARTNERS, L.P.
By WP MANAGEMENT PARTNERS, L.L.C.
Its Sole General Partner
By /s/ Xxxxx X. Xxxxxxxxx
-------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Treasurer
U.S. EQUITY PARTNERS (OFFSHORE), L.P.
By WP MANAGEMENT PARTNERS, L.L.C.
Its Sole General Partner
By /s/ Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
Title: Treasurer
